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 September 30, 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 SEPTEMBER 30, 2015

Table of Contents

 

     Page  

Unaudited Condensed Consolidated and Combined Carve-Out Statements of Operations for the Three and Nine Months Ended September 30, 2015 and 2014

     3   

Unaudited Condensed Consolidated and Combined Carve-Out Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2015 and 2014

     4   

Unaudited Condensed Consolidated and Combined Carve-Out Balance Sheets as of September  30, 2015 and December 31, 2014

     5   

Unaudited Condensed Consolidated and Combined Carve-Out Statements of Changes in Partners’ Capital for the Nine Months Ended September 30, 2015 and 2014

     6   

Unaudited Condensed Consolidated and Combined Carve-Out Statements of Cash Flows for the Nine Months Ended September 30, 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

     25   

Forward-Looking Statements

     38   

Exhibits

     40   

Signatures

     41   

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 and Nine Months Ended September 30, 2015 and 2014

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

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2015     2014     2015     2014  

Operating revenues: (Notes 3 and 9)

        

Time charter and bareboat revenues

   $ 39,281      $ 34,247      $ 112,333      $ 78,129   

Other income

     3        18        154        29   

Total revenues

     39,284        34,265        112,487        78,158   

Operating expenses: (Note 9)

        

Vessel operating expenses

     5,936        7,601        19,907        16,522   

Depreciation

     12,420        10,201        35,380        23,763   

General and administrative expenses

     1,180        987        3,232        3,491   

Goodwill impairment charge (Note 4)

     —         —          6,217        —     

Total operating expenses

     19,536        18,789        64,736        43,776   

Operating income

     19,748        15,476        47,751        34,382   

Finance income (expense) (Note 9):

        

Interest income

     —          —          3        4   

Interest expense

     (4,322 )     (4,014     (12,720 )     (10,583

Other finance expense

     (79 )     (96     (178 )     (1,231

Realized and unrealized gain (loss) on derivative instruments (Note 5)

     (6,470 )     1,128        (11,840 )     (1,168

Net gain (loss) on foreign currency transactions

     (75 )     68        (135     80   

Total finance expense

     (10,946 )     (2,914     (24,870 )     (12,898

Income before income taxes

     8,802        12,562        22,881        21,484   

Income tax benefit (expense) (Note 8)

     —          1        (6 )     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     8,802        12,563        22,875        21,484   

General Partner’s interest in net income

     164        246        428        424   

Limited Partners’ interest in net income

     8,638        12,317        22,447        21,060   

Earnings per unit (Note 11):

        

Common unit (basic and diluted)

   $ 0.294      $ 0.544      $ 0.850      $ 1.156   

Subordinated unit (basic and diluted)

   $ 0.362      $ 0.570      $ 1.033      $ 1.064   

General Partner unit (basic and diluted)

   $ 0.294      $ 0.542      $ 0.915      $ 1.099   

Cash distributions declared and paid per unit (Note 11)

   $ 0.510      $ 0.490      $ 1.510      $ 1.360   

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 and Nine Months Ended September 30, 2015 and 2014

(U.S. Dollars in thousands)

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2015      2014      2015      2014  

Net income

   $ 8,802       $ 12,563       $ 22,875      $ 21,484   

Other comprehensive income, net of tax

     —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Comprehensive income

     8,802         12,563         22,875        21,484   
  

 

 

    

 

 

    

 

 

    

 

 

 

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 September 30, 2015 and December 31, 2014

(U.S. Dollars in thousands)

 

     September 30, 
2015
    December 31, 
2014
 

Assets

    

Current assets:

    

Cash and cash equivalents (Note 6)

   $ 67,197      $ 30,746   

Amounts due from related parties (Note 9)

     150        130   

Inventories

     667        915   

Other current assets

     6,222        3,958   
  

 

 

   

 

 

 

Total current assets

     74,236        35,749   

Long-term assets:

    

Vessels and equipment:

    

Vessels

     1,235,887        1,131,321   

Less accumulated depreciation and amortization

     (144,827     (109,464 )
  

 

 

   

 

 

 

Vessels and equipment, net

     1,091,060        1,021,857   

Goodwill (Note 4)

     —          6,217   

Deferred debt issuance cost

     3,108        3,959   

Derivative assets (Notes 5 and 6)

     —          2,966   

Total assets

   $ 1,168,404      $ 1,070,748   

Liabilities and Partners’ Capital/Owners’ Equity

    

Current liabilities:

    

Trade accounts payable

   $ 1,322      $ 1,869   

Accrued expenses

     3,800        2,735   

Current portion of long-term debt (Notes 6 and 7)

     42,718        38,718   

Current portion of derivative liabilities (Notes 5 and 6)

     7,702        7,450   

Income taxes payable (Note 8)

     18        362   

Current portion of contract liabilities

     1,518        1,518   

Prepaid charter and deferred revenue

     5,512        6,751   

Amount due to related parties (Note 9)

     555        628   
  

 

 

   

 

 

 

Total current liabilities

     63,145        60,031   

Long-term liabilities:

    

Long-term debt (Notes 6 and 7)

     567,534        562,503   

Derivative liabilities (Note 5 and 6)

     2,838        —     

Contract liabilities

     10,137        11,275   

Deferred tax liabilities (Note 8)

     1,226        1,402   

Long-term debt from related parties (Note 7)

     —          12,000   

Other long-term liabilities

     2,914        4,172   

Total liabilities

     647,794        651,383   

Commitments and contingencies (Note 10)

    

Equity:

    

Partners’ capital:

    

Common unitholders

     411,953        307,544   

Subordinated unitholders

     98,411        103,680   

General partner interest

     10,246        8,141   

Total partners’ capital

     520,610        419,365   
  

 

 

   

 

 

 

Total liabilities and equity

   $ 1,168,404      $ 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 Nine Months Ended September 30, 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

     11,941        9,119        424        —           21,484   

Other comprehensive income

     —          —          —          —           —     

Cash distributions (1)

     (13,460     (11,213     (503        (25,176

Proceeds from public offering (5,240,000 common units, including 640,000 common units pursuant to the exercise of the underwriters’ option to purchase additional common units), net of underwriters’ discount of $4,991 (Note 13)

     143,983        —          3,040           147,023   

Offering cost (Note 13)

     (335       (5        (340

Consolidated balance at September 30, 2014

     310,902        105,763        8,253        —           424,918   

Consolidated balance at December 31, 2014

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

Net income

     13,596        8,851        428        —           22,875   

Other comprehensive income

     —          —          —          —           —     

Cash distributions (1)

     (23,399 )     (14,120 )     (742 )     —           (38,261 )

Proceeds from public offering (5,000,000 common units), net of underwriters’ discount of $4,300 (Note 13)

     114,500        —          2,424           116,924   

Offering cost (Note 13)

     (288 )     —          (5 )        (293 )

Consolidated balance at September 30, 2015

   $ 411,953      $ 98,411      $ 10,246      $ —         $ 520,610   

 

(1) This includes cash distributions to holders of the incentive distribution rights (“IDRs”) for the nine months ended September 30, 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 Nine Months Ended September 30, 2015 and 2014

(U.S. Dollars in thousands)

 

     Nine Months Ended
September 30,
 
     2015     2014  

Cash flows provided by operating activities:

    

Net income

   $ 22,875      $ 21,484   

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

    

Depreciation

     35,380        23,763   

Amortization of contract intangibles / liabilities

     (1,138 )     (1,138

Amortization of deferred revenue

     (1,436 )     (692

Amortization of deferred debt issuance cost

     859        2,003   

Goodwill impairment charge

     6,217        —     

Income tax expense

     6        —     

Income taxes paid

     (336 )     (562

Unrealized loss (gain) on derivative instruments

     5,254        (304 )

Unrealized loss (gain) on foreign currency transactions

     18        (40 )

Other items

     —          3   

Changes in operating assets and liabilities

    

(Increase) decrease in trade accounts receivables

     —          (1,710

(Increase) decrease in amounts due from related parties

     915        65   

(Increase) decrease in inventories

     248        31   

(Increase) decrease in other current assets

     (2,239 )     (378

(Decrease) increase in trade accounts payable

     (554 )     (382

(Decrease) increase in accrued expenses

     730        (695

(Decrease) increase in prepaid revenue

     (1,503 )     (1,980 )

(Decrease) increase in amounts due to related parties

     (1,526 )     (1,748 )

Net cash provided by operating activities

     63,770        37,720   

Cash flows from investing activities:

    

Disposals to vessel and equipment

     (1,193     65   

Acquisition of Hilda Knutsen and Torill Knutsen (net of cash acquired)

     —         (105,296

Acquisition of Dan Sabia (net of cash acquired)

     (36,843     —    
  

 

 

   

 

 

 

Net cash provided by investing activities

     (38,036     (105,231

Cash flows from financing activities:

    

Proceeds from long-term debt

     —          240,000   

Repayment of long-term debt

     (55,439 )     (265,246 )

Repayment of long-term debt from related parties

     (12,000 )     263   

Accumulated interest expense on long-term debt from related parties

     —          (10,612

Payments of debt issuance cost

     (8 )     (3,173 )

Cash distribution

     (38,261     (25,176

Proceeds from public offering, net of underwriters’ discount

     116,924        147,023   

Offering cost

     (293     (340

Change in restricted cash

     —          458   

Net cash used in financing activities

     10,923        83,197   

Effect of exchange rate changes on cash

     (206 )     (83 )

Net increase (decrease) in cash and cash equivalents

     36,451        15,603   

Cash and cash equivalents at the beginning of the year

     30,746        28,836   
  

 

 

   

 

 

 

Cash and cash equivalents at the end of the year

   $ 67,197      $ 44,439   
  

 

 

   

 

 

 

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 September 30, 2015, the Partnership had a fleet of nine shuttle tankers, the Windsor Knutsen , the Bodil Knutsen , the Recife Knutsen , the Fortaleza Knutsen , the Carmen Knutsen, the Hilda Knutsen, the Torill Knutsen , the Dan Cisne , and the Dan Sabia, 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 as of September 30, 2015 . 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. On October 13, 2015, the Windsor Knutsen commenced on the two-year time charter contract with BG Group. 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 was employed under a time-charter with KNOT. The time charter for the Bodil Knutsen expires in 2017 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 2023 and contains customer options for extension through 2026. 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 and the Dan Sabia are under bareboat charter contracts that expire in 2023 and 2024, respectively.

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, December 2014, and June 2015, the Partnership acquired from KNOT a 100% interest in the subsidiaries that own and operate the Hilda Knutsen and the Torill Knutsen, the Dan Cisne, and the Dan Sabia , 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.

 

8


Table of Contents

(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 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. In August 2015, FASB issued an ASU (ASU 2015-14) to defer by one year the effective dates of its new revenue recognition standard for public and non-public entities reporting under US GAAP. As a result, the standard (ASU 2014-09) will be effective for public entities for annual reporting periods beginning after December 15, 2017 (2018 for calendar-year public entities) and interim periods therein. ASU 2014-09 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.

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. As of September 30, 2015, the Partnership’s fleet consisted of nine vessels and operated under five time charters and four bareboat charters. As of September 30, 2014, the Partnership’s fleet consisted of seven vessels and operated under five 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 nine months ended September 30, 2015 and 2014. All of these customers are subsidiaries of major international oil companies, except KNOT, which was chartering the Windsor Knutsen until she was redelivered to BG Group in October, 2015.

 

9


Table of Contents
     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 

(U.S. Dollars in thousands)

   2015      2014      2015      2014  

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

   $ 11,368         29%       $ 6,354         19%       $ 29,250         26%       $ 18,866         24%   

Eni Trading and Shipping S.pA

     11,810         30%         11,807         34%         35,000         31%         11,807         15%  

Statoil ASA

     5,864         15%         5,367         16%         17,345         15%         16,480         21%   

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

     5,126         13%         5,126         15%         15,212         14%         15,211         19%  

Brazil Shipping I Limited, a subsidiary of BG Group Plc

                     1,953         6%                         12,125         16%   

KNOT

     5,113         13%         3,640        10%         15,526         14%         3,640        5%   

4) Goodwill Impairment Charge

During the three months ended June 30, 2015, the Partnership concluded that indicators of impairment were present due to a significant reduction in the price of the Partnership’s common units during the past few months. Consequently, the Partnership performed an interim vessel and goodwill impairment analysis as of June 30, 2015 on its fleet, concluding that there was no impairment to the vessels’ values. However, the Partnership determined that the carrying value of the goodwill exceeded its fair value. The impairment charge relates mainly to capitalized goodwill which arose in 2008 when the Partnership’s predecessor acquired the Windsor Knutsen and three other vessels then under construction, in a transaction that was then accounted for as a step transaction. As a result, a goodwill impairment charge of $6.2 million was recognized in the condensed consolidated and combined carve-out financial statements for the three and six months ended June 30, 2015. The fair value was determined using the present value of the expected future cash flows discounted at a rate equivalent to a market participant’s weighed average cost of capital. The estimates and assumptions regarding expected future cash flows and appropriate discount rates are in part based upon existing contracts, future shuttle tanker rates, historical experience, financial forecasts and industry trends and conditions. This non-cash impairment charge, which does not affect the Partnership’s operations, cash flows, liquidity, or any of its loan covenants, reduced the Partnership’s remaining goodwill balance to zero as of June 30, 2015, and which is also the balance as of September 30, 2015.

5) 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

 

10


Table of Contents

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 September 30, 2015, the Partnership had entered into various interest swap agreements for a total notional amount of $412.3 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 nine month LIBOR and pays a weighted average interest rate of 1.55%.

As of September 30, 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 $412.3 million and $382.3 million, respectively. As of September 30, 2015 and December 31, 2014, the carrying amount of the interest rate swaps contracts were net liabilities of $8.4 million and $1.7 million, respectively. See Note 6 —Fair Value Measurements.

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 9 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 September 30, 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 194.8 million and NOK 127.9 million, respectively. As of September 30, 2015 and December 31, 2014, the carrying amount of the Partnership’s foreign exchange forward contracts was a liability of $2.1 million and $2.7 million, respectively. See Note 6 —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 and nine months ended September 30, 2015 and 2014:

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
(US $ in thousands)    2015      2014      2015      2014  

Realized gain (loss)

           

Interest rate swap contracts

   $ (989 )    $ (718 )    $ (3,348 )    $ (1,972 )

Foreign exchange forward contracts

     (3,238 )      —          (3,238 )      500   

Unrealized gain (loss)

           

Interest rate swap contracts

     (4,032 )      2,139         (5,866 )      845   

Foreign exchange forward contracts

     1,789         (293 )      612         (541 )

Total realized and unrealized (loss) gain

     (6,470 )      1,128         (11,840 )      (1,168 )

6) 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 September 30, 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.

 

11


Table of Contents
     September 30, 2015      December 31, 2014  
(U.S. Dollars in thousands)    Carrying
Amount
     Fair Value      Carrying
Amount
     Fair Value  

Financial assets:

           

Cash and cash equivalents

   $ 67,197       $ 67,197       $ 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

     5,572         5,572         4,708         4,708   

Foreign exchange forward contract

     2,130         2,130         2,742         2,742   

Non-current derivative liabilities:

           

Interest rate swap contracts

     2,838         2,838         —           —     

Long-term debt, current and non-current

     610,252         610,252         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.

The fair values of the financial instruments shown in the above table as of September 30, 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 and there have not been any significant change in banking margins, the fair value is based on the margin obtained in the refinancing and therefore the fair value equals the carrying value as of September 30, 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 September 30, 2015 and December 31, 2014:

 

12


Table of Contents
            Fair Value Measurements at
Reporting Date Using
 
(U.S. Dollars in thousands)    September 30,
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

   $ 67,197       $ 67,197       $ —         $ —     

Non-current derivative assets:

           

Interest rate swap contracts

     —           —           —           —     

Financial liabilities:

           

Current derivative liabilities:

           

Interest rate swap contracts

     5,572         —           5,572         —     

Foreign exchange forward contracts

     2,130         —           2,130         —     

Non-current derivative liabilities:

           

Interest rate swap contracts

     2,838         —           2,838         —     

Long-term debt, current and non-current

     610,252         —           610,252         —     

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 September 30, 2015 and December 31, 2014

 

            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         —     

 

13


Table of Contents

7) Long-Term Debt

As of September 30, 2015 and December 31, 2014, the Partnership had the following debt amounts outstanding:

 

          September 30,      December 31,  
(U.S. Dollars in thousands)    Vessel    2015      2014  

$220 million loan facility

   Windsor Knutsen, Bodil Knutsen,

Carmen Knutsen

   $ 200,357       $ 212,142   

$20 million revolving credit facility

   Windsor Knutsen, Bodil Knutsen,

Carmen Knutsen

     —           20,000   

$140 million loan facility

   Fortaleza Knutsen &
Recife Knutsen
     129,062         135,625   

$117 million loan facility

   Hilda Knutsen      83,029         86,724   

$117 million loan facility

   Torill Knutsen      84,265         87,960   

$172.5 million loan facility

   Dan Cisne, Dan Sabia      113,539         58,770   

$12.0 million Seller’s Credit

        —           12,000   
     

 

 

    

 

 

 

Total long-term debt

        610,252         613,221   
     

 

 

    

 

 

 

Less current installments

        42,718         38,718   

Less $12.0 million Seller’s Credit

        —           12,000   
     

 

 

    

 

 

 

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

      $ 567,534       $ 562,503   
     

 

 

    

 

 

 

The Partnership’s outstanding debt of $610.3 million as of September 30, 2015 is repayable as follows:

 

(US $ in thousands)    Period
repayment
     Balloon
repayment
 

Remainder of 2015

   $ 12,779       $ —     

2016

     43,118         —     

2017

     43,518         —     

2018

     42,587         136,500   

2019

     23,332         237,678   

2020 and thereafter

     57,800         12,940   
  

 

 

    

 

 

 

Total

   $ 223,134       $ 387,118   
  

 

 

    

 

 

 

As of September 30, 2015, the interest rates on the Partnership’s loan agreements were LIBOR plus a fixed margin ranging from 2.125% to 2.5%.

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”). The Revolving Credit Facility was undrawn as of September 30, 2015. In June 2014, the Partnership’s subsidiary Knutsen Shuttle Tankers XII KS 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 Hilda 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 15 AS, the company that owns the Torill Knutsen , on June 30, 2014, the Torill 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 related to the Dan Cisne (the “Dan Cisne Facility”) and a tranche related to Dan Sabia (the “Dan Sabia Facility”) and the Dan Cisne Facility was amended. In connection with the Partnership’s acquisition of KNOT Shuttle Tankers 21 AS, the company that owns the Dan Sabia , in June 2015, the Dan Sabia Facility was amended.

 

14


Table of Contents

In connection with the June 2015 Offering (see Note 13), the Partnership used a part of the net proceeds to repay the $20.0 million revolving credit facility, the $12.0 million Seller’s Credit provided by KNOT in connection with the acquisition of the Dan Cisne and $7.5 million of the Dan Sabia Facility.

The Partnership and KNOT Shuttle Tankers AS have guaranteed the facilities listed above. As of September 30, 2015, the Borrowers and the Partnership were in compliance with all covenants under the facilities listed above.

8) 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 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 affected 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 and $0.1 million was paid during the first and second quarter of 2015, respectively. UK income tax 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 September 30, 2015 and 2014 as follows:

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
(US $ in thousands)    2015     2014     2015     2014  

Income before income taxes

   $ 8,802      $ 12,562      $ 22,881      $ 21,484   

Income tax benefit (expense)

     —          1        (6 )     —     

Effective tax rate

     0 %     0 %     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 September 30, 2015 and December 31, 2014.

 

15


Table of Contents

9) 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 and nine months ended September 30, 2015 and 2014 are as follows:

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
(US $ in thousands)    2015      2014      2015      2014  

Statements of operations:

           

Time charter and bareboat revenues:

           

Charter revenues from KNOT (1)

   $ 5,113       $ 3,640       $ 15,526       $ 3,640   

Operating expenses:

           

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

     580         558         1,743         1,216   

General and administrative expenses:

           

Administration fee from KNOT (3)

     306         148         669         437   

Administration fee from KOAS (3)

     97         124         267         354   

Administration fee from KOAS UK (3)

     38         40         112         114   

Administration and management fee from KNOT (4)

     46         22         118         66   

Accounting service fee from KNOT (5)

     —           —           31         25   

Finance income (expense):

           

Financing service fee from KNOT to Vessels (6)

     —           —           —           (50 )

Interest expense charged from KNOT (7)

     —           —           (268      (252
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     4,046         2,748         12,318         1,126   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Charter revenues from KNOT : Pursuant to the Omnibus Agreement KNOT entered into with the Partnership at the time of the IPO, 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 9(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 an 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) Financing service fee from KNOT to Vessels : KNOT invoiced each vessel for a fixed amount in relation to new loan facilities for vessel financing as compensation for the time and cost of loan negotiations with external banks.
(7) 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 commenced in October, 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.

 

16


Table of Contents

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 9(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.

(d) Amounts Due from (to) Related Parties

Balances with related parties consisted of the following:

 

(U.S. Dollars in thousands)    At September 30, 
2015
     At December 31, 
2014
 

Balance Sheets:

     

Trading balances due from KOAS

   $ 10       $ 77   

Trading balances due from KNOT and affiliates

     140         53   
  

 

 

    

 

 

 

Amount due from related parties

   $ 150       $ 130   

Trading balances due to KOAS

   $ 266       $ 423   

Trading balances due to KNOT and affiliates

     289         205   
  

 

 

    

 

 

 

Amount due to related parties

   $ 555       $ 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 September 30, 
2015
     At December 31, 
2014
 

Balance Sheets:

     

Trading balances due to KOAS

   $ 218       $ 792   

Trading balances due to KNOT and affiliates

     415         241   
  

 

 

    

 

 

 

Trade accounts payables to related parties

   $ 633       $ 1,033   

10) Commitments and Contingencies

Assets Pledged

As of September 30, 2015 and December 31, 2014, Vessels with a book value of $1,091 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 5 —Derivative Instruments and Note 7 —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.

 

17


Table of Contents

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.

11) Earnings per Unit and Cash Distributions

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

 

(US $ in thousands, except per unit data)    Three
Months Ended 
September 30,
2015
     Three
Months Ended 
September 30,
2014
     Nine
Months Ended 
September 30,
2015
     Nine
Months Ended 
September 30,
2014
 

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

   $ 8,802       $ 12,563       $ 22,875       $ 21,484   

Less: Distributions paid (2)

     15,110         11,460         41,910         29,021   

Under (over) distributed earnings

     (6,308      1,103         (19,035      (7,537

Under (over) distributed earnings attributable to:

           

Common unitholders

     (4,247      667         (12,816      (4,558

Subordinated unitholders

     (1,935      414         (5,838      (2,828

General Partner

     (126      22         (381      (151

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

           

Common unitholders

     18,807         13,657         16,005         10,333   

Subordinated unitholders

     8,568         8,568         8,568         8,568   

General Partner

     559         454         467         386   

Earnings per unit (basic and diluted):

           

Common unitholders

   $ 0.294       $ 0.544       $ 0.850       $ 1.156   

Subordinated unitholders (3)

     0.362         0.570         1.033         1.064   

General Partner

     0.294         0.542         0.915         1.099   

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

     0.510         0.435         1.510         1.305   

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

     0.520         0.490         0.520         0.490   

 

(1) Earnings per unit have been calculated in accordance with the cash distribution provisions set forth in the Partnership’s Partnership Agreement.

 

18


Table of Contents
(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 September 30, 2015 and 2014 of $0.6 million and of $0.3 million, respectively, and for the nine months ended September 30, 2015 and 2014 of $1.5 million and of $0.3 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 September 30, 2015 and 2014 is $0.6 million and $0.3 million, respectively, and for the nine months ended September 30, 2015 and 2014 is $1.5 million and $0.3 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 September 30, 2015, 67.3% of the Partnership’s total number of units outstanding representing limited partner interests were held by the public (in the form of 18,807,500 common units, representing 100% of the Partnership’s common units) and 30.7% 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 558,674 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

 

    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.

 

19


Table of Contents

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.

12) Business Acquisitions

In June 2015, December 2015 and June 2014, the Partnership acquired from KNOT equity interests in certain subsidiaries which own and operate the Dan Sabia , the Dan Cisne and the Hilda Knutsen and Torill Knutsen .

The Board and the Conflicts Committee approved the purchase price for each transaction. The Conflicts Committee retained a financial advisor to assist with its evaluation of the transactions. The details of each transaction are as follows:

 

(US $ in thousands)    Final
Dan Sabia
June 15,
2015
     Final  Dan Cisne
December 15,
2015
     Final Hilda
Knutsen  and
Torill Knutsen
June 30, 2014
 

Purchase consideration (1)

   $ 41,186       $ 18,230       $ 114,293   

Less: Fair value of net assets acquired:

        

Vessel and equipment (2)

     103,389         103,400         335,000   

Cash

     4,343         1,574         8,997   

Inventories

     —           —           395   

Others current assets

     25         —           1,939   

Amounts due from related parties

     935         —           4   

Long-term debt

     (64,470      (82,164      (221,812

Other long-term liabilities

     —           —           (4,774

Derivatives liabilities

     (802      (968      (348

Trade accounts payable

     (4      (35      (390

Accrued expenses

     (335      (825      (1,360

Prepaid charter and deferred revenue

     (442      —           (1,487

Amounts due to related parties

     (1,453      (2,752      (2,338
  

 

 

    

 

 

    

 

 

 

Sub total

     41,186         18,230         113,826   

Difference between the purchase price and fair value of net assets acquired

   $ —         $ —         $ 467   

Goodwill (3)

     —           —           467   

Difference between the purchase price and allocated values

   $ —         $ —         $ —     

 

(1) The purchase price comprises the following:

 

20


Table of Contents
(US $ in thousands)    Final
Dan Sabia
June 15,
2015
     Final  Dan Cisne
December 15,
2015
     Final  Hilda
Knutsen  and
Torill Knutsen
June 30, 2014
 

Cash consideration paid to KNOT

   $ 38,531       $ 8,836       $ 113,306   

Purchase price adjustments

     2,655         (2,606      987   

Seller’s credit

     —           12,000         —     
  

 

 

    

 

 

    

 

 

 

Total purchase consideration

   $ 41,186       $ 18,230       $ 114,293   
  

 

 

    

 

 

    

 

 

 

 

(2) Vessels and equipment includes allocation to dry docking for the following vessels: Hilda Knutsen of $2,042, Torill Knutsen of $2,166. For the Dan Sabia and Dan Cisne $389 and $400 of the purchase price adjustments were allocated to the respective vessel.
(3) The goodwill recognized in connection with the acquisitions of the Hilda Knutsen and Torill Knutsen is attributable primarily to the organization, including structure, systems, skills and abilities.

Dan Sabia

On June 15, 2015, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired KNOT’s 100% interest in KNOT Shuttle Tankers 21 AS, the company that owns and operates the Dan Sabia . The purchase price was $103.0 million less assumed bank debt of $64.5 million and other purchase price adjustments of $2.7 million. The cash portion of the purchase price was financed with the proceeds from the Partnership’s public offering of 5,000,000 common units which closed June 2, 2015. See Note 13 – Equity Offerings. The Partnership accounted for this acquisition as an acquisition of a business. The purchase price of the acquisition has been allocated to the identifiable assets acquired. The allocation of the purchase price to acquired identifiable assets was based on their fair values at the date of acquisition.

Revenue and profit contributions

The Dan Sabia business has contributed revenues of $2.9 million and net income of $1.5 million to the Partnership for the period from June 15, 2015 to September 30, 2015.

Dan Cisne

On December 15, 2014, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired KNOT’s 100% interest in KNOT Shuttle Tankers 20 AS, the company that owns and operates the Dan Cisne . The purchase price was $103.0 million, less assumed bank debt of $82.2 million less other purchase price adjustments of $2.6 million. The Partnership accounted for this acquisition as an acquisition of a business.

Hilda Knutsen & Torill Knutsen

On June 30, 2014, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired KNOT’s 100% interest in: (i) Knutsen Shuttle Tankers 14 AS, the company that owns and operates the Hilda Knutsen and (ii) Knutsen Shuttle Tankers 15 AS, the company that owns and operates the Torill Knutsen . The purchase price of Knutsen Shuttle Tankers 14 AS was $166.0 million, net of $109.6 million of outstanding indebtedness related to the vessel. The purchase price of the Knutsen Shuttle Tankers 15 AS was $169.0 million, net of $112.1 million of outstanding indebtedness related to the vessel. The cash portion of the purchase prices was financed with proceeds from the Partnership’s public offering of 4,600,000 common units which closed on June 27, 2014. See Note 13—Equity Offerings. The purchase prices were subsequently adjusted by a working capital adjustment of $1.0 million. The Partnership accounted for these acquisitions as the acquisitions of businesses.

The table below shows comparative summarized consolidated pro forma financial information for the Partnership for the nine months ended September 30, 2015 and 2014, giving effect to the Partnership’s acquisition and financing of the Dan Sabia , the Dan Cisne , the Hilda Knutsen and the Torill Knutsen as if these acquisitions had taken place on January 1, 2014.

 

(US $ in thousands)    Nine Months Ended 
September 30, 2015
     Nine Months Ended 
September 30, 2014
 

Revenue

   $ 116,984      $ 116,210  

Net income

     23,840        33,494  

Included in the pro forma adjustments are depreciation related to the purchase price allocation performed on the acquired identifiable assets as if the acquisitions had taken place on January 1, 2014. In addition, the pro forma adjustments include finance expenses related to the increased borrowings as if the acquisitions had taken place on January 1, 2014.

 

21


Table of Contents

13) Equity Offerings

 

(US $ in thousands)    June 2015
Offering
     June 2014
Offering
 

Gross proceeds received (1)

   $ 121,224      $ 152,014  

Less: Underwriters’ discount

     4,300        4,991  

Less: Offering expenses

     293        340  

Net proceeds received

     116,631        146,683  

 

(1) Includes General Partner’s 2% proportional capital contribution.

On June 2, 2015, the Partnership sold 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 $116.6 million.

The Partnership used the net proceeds from the June 2015 Offering to fund the cash portion of the purchase price of the Dan Sabia and to repay the Revolving Credit Facility, the $12.0 million Seller’s Credit and $7.5 million of the Dan Sabia Facility. The remainder of the net proceeds will be available for general partnership purposes.

On June 27, 2014, the Partnership sold 4,600,000 common units, representing limited partner interests, in an underwritten public offering and granted the underwriters a 30-day option to purchase an additional 690,000 common units (the “June 2014 Offering”). In connection with the June 2014 Offering, the Partnership’s general partner contributed a total of $2.7 million 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 $128.8 million as of June 30, 2014. In connection with the partial exercise 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 used the net proceeds from the June 2014 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 September 30, 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  

June 2015

     5,000,000        —           102,041  

September 30, 2015

     18,807,500        8,567,500        558,674  

On August 12, 2015, the Partnership’s board of directors authorized a program for the Partnership to repurchase up to 666,667 of its common units. The board of directors of KNOT Offshore Partners GP LLC (the “General Partner”) concurrently authorized the General Partner to purchase up to 333,333 common units of the Partnership.

 

22


Table of Contents

All purchases of common units will be at prevailing prices on the open market or in privately negotiated transactions, as permitted by securities laws and other legal requirements. All purchases will be made pursuant to a single program and will be allocated two-thirds to the Partnership and one-third to the General Partner. The program will conclude by August 31, 2016. There is no obligation to purchase any specific number of common units and the program may be modified, suspended, extended or terminated be at any time. Any common units repurchased by the Partnership under the program will be cancelled. Purchases of common units will only take place during periods where the Partnership and the General Partner are not aware of material inside information that would likely affect a seller’s decision to sell.

As of September 30, 2015, no common units have been purchased under the program.

14) Subsequent Events

The Partnership has evaluated subsequent events from the balance sheet date through December 2, 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:

On October 13, 2015, the Windsor Knutsen commenced a two-year time charter with BG Group.

On October 15, 2015 the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired Knutsen NYK Shuttle Tankers 16 AS (“KNOT 16”), the company that owns the shuttle tanker Ingrid Knutsen , from KNOT for a purchase price of $115.0 million less $104.5 million of outstanding indebtedness related to the vessel, subject to certain post-closing adjustments. The Partnership financed the cash portion of the purchase price with cash on hand.

On the closing of the acquisition, KNOT 16 prepaid $27.0 million of indebtedness related to the vessel, leaving an aggregate of $77.5 million of secured debt, composed of two tranches. Tranche one is a commercial bank loan of $22.4 million, repayable in semi-annual installments with a final balloon payment due at maturity in December 2018. Tranche one bears interest at LIBOR, plus a margin of 2.25%. Tranche two is an export credit loan of $55.1 million, repayable in semi-annual installments with a final balloon payment due at maturity in November 2025. Tranche two bears interest at an annual rate of 3.85%, composed of a 2.5% bank facility rate plus a commission of 1.35% to the export credit guarantor.

The Ingrid Knutsen was delivered in December 2013 and is operating in the North Sea under a ten-year time charter with Standard Marine Tønsberg AS (a Norwegian subsidiary of ExxonMobil), which will expire in the first quarter of 2024. The charterer has options to extend the charter for one three-year period and one two-year period.

The Partnership will account for the acquisition of the Ingrid Knutsen as an acquisition of a business. The purchase price of the acquisition has been allocated to the identifiable assets acquired. The Partnership is in the process of finalizing the accounting for the acquisition and amounts shown below are provisional. Additional business combination disclosures will be presented in the Partnership’s next available interim report. The allocation of the purchase price to acquired identifiable assets was based on their estimated fair values at the date of acquisition. The provisional fair values allocated to each class of identifiable assets of Knutsen NYK Shuttle Tankers 16 AS and the difference between the purchase price and net assets acquired was calculated as follows:

 

(US $ in thousands)           October 15, 2015  

Purchase consideration (1)

      $ 10,437   

Less: Fair value of net assets acquired:

     

Vessel, equipment and time charter-contract

     115,000      

Long-term debt

     (104,563 )   

Others (2)

     

Sub total

     
     

 

 

 
        10,437   
     

 

 

 

Difference between the purchase price and fair value of net assets acquired

        —     

 

(1) This includes the purchase consideration for the vessel less the assumed bank debt but excludes any working capital adjustments which will be available upon finalization of the results of the Ingrid Knutsen for the fourth quarter of 2015.
(2) This information will be available upon finalization of the results of the Ingrid Knutsen for the fourth quarter of 2015.

 

23


Table of Contents

On November 10, 2015, the Partnership announced that Statoil ASA has exercised its option to extend the time charter of the vessel Bodil Knutsen by one additional year until May 2017, with the same hire rate, including a yearly escalation of 1%. Following the declaration of the extension, Statoil ASA has two remaining one-year options to extend the time charter until May 2019.

On November 13, 2015, the Partnership paid a quarterly cash distribution of $0.52 per unit with respect to the quarter ended September 30, 2015. The aggregate amount of the paid distribution was $15.1 million.

As of December 2, 2015, the Partnership and the General Partner had purchased 6,187 and 3,093) common units, respectively, at an average purchase price of $13.985 per unit pursuant to the common unit purchase program.

 

24


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 38 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.

On June 15, 2015, the Partnership completed the acquisition of the ownership interests in the company that owns and operates the shuttle tanker Dan Sabia from Knutsen NYK Offshore Tankers AS (“KNOT”). Accordingly, the results of the Dan Sabia are included the Partnership’s results from the date of its acquisition. There has been no retroactive restatement of the Partnership’s financial statements to reflect the historical results of the Dan Sabia prior to its acquisition.

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 (“TSSI”) and Nippon Yusen Kaisha (“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 September 30, 2015, we have a modern fleet of nine 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.

 

25


Table of Contents

Recent Developments

Ingrid Knutsen Acquisition

On October 15, 2015 the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired Knutsen NYK Shuttle Tankers 16 AS (“KNOT 16”), the company that owns the shuttle tanker Ingrid Knutsen , from KNOT for a purchase price of $115.0 million less $104.5 million of outstanding indebtedness related to the vessel, subject to certain post-closing adjustments. The Partnership financed the cash portion of the purchase price with cash on hand.

On the closing of the acquisition, KNOT 16 prepaid $27.0 million of indebtedness related to the vessel, leaving an aggregate of $77.5 million of secured debt, composed of two tranches. Tranche one is a commercial bank loan of $22.4 million, repayable in semi-annual installments with a final balloon payment due at maturity in December 2018. Tranche one bears interest at LIBOR, plus a margin of 2.25%. Tranche two is an export credit loan of $55.1 million, repayable in semi-annual installments with a final balloon payment due at maturity in November 2025. Tranche two bears interest at an annual rate of 3.85%, composed of a 2.5% bank facility rate plus a commission of 1.35% to the export credit guarantor.

The Ingrid Knutsen was delivered in December 2013 and is operating in the North Sea under a ten-year time charter with Standard Marine Tønsberg AS (a Norwegian subsidiary of ExxonMobil), which will expire in the first quarter of 2024. The charterer has options to extend the charter for one three-year period and one two-year period.

Carmen Knutsen Charter Amendment

In September 2015, the Partnership entered into amended time charter with Repsol for the Carmen Knutsen , extending the duration of the time charter for five years, while maintaining Repsol’s three one-year extension options. The amended time charter is effective from October 1, 2015, until February 2023, during which period the average charter rate will be reduced by 6.2%.

Bodil Knutsen Charter Extension

In November 2015, Statoil ASA exercised its option to extend the time charter of the vessel Bodil Knutsen by one additional year until May 2017, with the same hire rate, including a yearly escalation of 1%. Following the declaration of the extension, Statoil ASA has two remaining one-year options to extend the time charter until May 2019.

Cash Distributions

On August 14, 2015, we paid a quarterly cash distribution of $0.51 per unit with respect to the quarter ended June 30, 2015. This cash distribution amounted to $14.7 million.

On November 13, 2015, we paid a quarterly cash distribution of $0.52 per unit with respect to the quarter ended September 30, 2015. This cash distribution amounted to $15.1 million.

Annual Meeting

On August 12, 2015, we held our 2015 annual meeting of limited partners at which Andrew Beveridge was re-elected as a Class II director of the Partnership, whose term will expire at the 2019 annual meeting of limited partners.

Common Unit Purchase Program

On August 12, 2015, the Partnership’s board of directors authorized a program for the Partnership to repurchase up to 666,667 of its common units. The board of directors of the General Partner concurrently authorized the General Partner to purchase up to 333,333 common units of the Partnership. As of September 30, 2015, no common units had been purchased under the program. As of December 2, 2015, the Partnership and the General Partner had purchased 6,187 and 3,093 common units, respectively, at an average purchase price of $13.985 per unit.

 

26


Table of Contents

Results of Operations

Three Months Ended September 30, 2015 Compared with the Three Months Ended September 30, 2014

 

     Three Months Ended
September 30,
               
(US $ in thousands)    2015      2014       Change      % Change  

Time charter and bareboat revenues

   $ 39,281       $ 34,247       $ 5,034         15

Other income

     3         18         (15 )      (83 )%

Vessel operating expenses

     5,936         7,601         (1,665 )      (22 )%

Depreciation

     12,420         10,201         2,219         22

General and administrative expenses

     1,180         987         193         20

Interest expense

     (4,322 )      (4,014 )      (308 )      8

Other finance expense

     (79 )      (96 )      17         (18 )%

Realized and unrealized gain (loss) on derivative instruments

     (6,470 )      1,128         (7,598 )      674

Net gain (loss) on foreign currency transactions

     (75 )      68         (143 )      (210 )% 

Income tax benefit (expense)

     —           1         (1 )      NA   

Net income

     8,802         12,563         (3,761      (30 )%

Time Charter and Bareboat Revenues: Time charter and bareboat revenues increased by $5.0 million to $39.3 million for the three months ended September 30, 2015 compared to $34.3 million for the three months ended September 30, 2014. This was mainly due to increased time charter earnings from the Dan Sabia being included in our results of operations from June 15, 2015 and the Dan Cisne being included in our results of operations from December 15, 2014.

Other income: Other income for the three months ended September 30, 2015 was $3,000 compared to $18,000 for the three months ended September 30, 2014.

Vessel operating expenses: Vessel operating expenses for the three months ended September 30, 2015 were $5.9 million, a decrease of $1.7 million from $7.6 million in the three months ended September 30, 2014. The decrease was primarily due to receipt of insurance proceeds of $0.7 million and generally lower operating expenses mainly due to strengthening of the dollar against Norwegian Kroner.

Depreciation: Depreciation expense for the three months ended September 30, 2015 was $12.4 million, an increase of $2.2 million from $10.2 million in the three months ended September 30, 2014. This increase was mainly due to the Dan Cisne being included in our results of operations from December 15, 2014, and the Dan Sabia being included in our results of operations from June 15, 2015.

General and administrative expenses: General and administrative expenses for the three months ended September 30, 2015 were $1.2 million, an increase of $0.2 million from $1.0 million in the three months ended September 30, 2014. The increase was mainly due to incremental expenses during the three months ended September 30, 2015 in connection with the preparation for the acquisition of the Ingrid Knutsen .

Interest expense: Interest expense for the three months ended September 30, 2015 was $4.3 million, an increase of $0.3 million from $4.0 million for the three months ended September 30, 2014. This is principally due to increased interest expense of $0.8 million due to increased indebtedness related to the acquisitions of the Dan Cisne and Dan Sabia Knutsen which was partially offset by lower interest expenses due to lower principal on remaining vessels for the three months ended September 30, 2015 compared to the same period last year.

Other finance expense: Other finance expense was $79,000 for the three months ended September 30, 2015 and $96,000 the three months ended September 30, 2014.

Realized and unrealized gain (loss) on derivative instruments: Realized and unrealized gain (loss) on derivative instruments for the three months ended September 30, 2015 was a loss of $6.5 million, compared to a gain of $1.1 million for the three months ended September 30, 2014, as set forth in the table below

 

     Three Months
Ended
September 30,
        
(US $ in thousands)    2015      2014      $ change  

Realized gain (loss)

        

Interest rate swap contracts

   $ (989    $ (718    $ (271

Foreign exchange forward contracts

     (3,238 )      —           (3,238 )

Unrealized gain (loss)

        

Interest rate swap contracts

     (4,032 )      2,139         (6,171

Foreign exchange forward contracts

     1,789         (293 )      2,082   

Total realized and unrealized gain (loss)

   $ (6,470 )    $ 1,128       $ 7,598   

 

27


Table of Contents

As of September 30, 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 $412.3 million. The increased unrealized loss on interest rate swap contracts was due to an increase in the notional amount of the Partnership’s swap contracts as well as a decrease in long-term swaps rate during the three months ended September 30, 2015 compared to the three months ended September 30, 2014. As of September 30, 2015, we had entered into foreign exchange forward contracts, selling total notional amount of $25.0 million against NOK at an average exchange rate of NOK 7.79 per 1.0 U.S. Dollar, which are economic hedges for certain vessel operating expenses and general expenses in NOK. During the three months ended September 30, 2015, the Partnership executed two foreign exchange forward contracts which resulted in a realized a loss of $3.2 million and the Partnership entered into new foreign exchange forward contracts which resulted in unrealized gain of $1.8 million.

Net gain (loss) on foreign currency transactions: Net gain (loss) on foreign currency transactions for the three months ended September 30, 2015 was a net loss of $75,000 compared with a net gain of $68,000 for the three months ended September 30, 2014.

Income tax benefit (expense): Income tax expense for the three months ended September 30, 2015 was $nil and for the three months ended September 30, 2014 was $1,000.

Net income: As a result of the foregoing, we earned net income of $8.8 million for the three months ended September 30, 2015 compared to net income of $12.6 million for the three months ended September 30, 2014.

Nine Months Ended September 30, 2015 Compared with the Nine Months Ended September 30, 2014

 

     Nine Months Ended
September 30,
               
(US $ in thousands)    2015      2014       Change      % Change  

Time charter and bareboat revenues

   $ 112,333       $ 78,129       $ 34,204         44 %

Other income

     154         29         125         431 %

Vessel operating expenses

     19,907         16,522         3,385         20 %

Depreciation

     35,380         23,763         11,617         49 %

General and administrative expenses

     3,232         3,491         (259 )      (7 )%

Goodwill impairment charge

     6,217         —           6,217         NA   

Interest income

     3         4         (1 )      (25 )% 

Interest expense

     (12,720      (10,583      (2,137      20 %

Other finance expense

     (178      (1,231      1,053         (86 )% 

Realized and unrealized (loss) on derivative instruments

     (11,840      (1,168      (10,672      914

Net gain (loss) on foreign currency transactions

     (135      80         (215      (269 )% 

Income tax (expense)

     (6      0         (6 )      NA   

Net income

     22,875         21,484         1,391         6 %

Time Charter and Bareboat Revenues: Time charter and bareboat revenues increased by $34.2 million to $112.3 million for the nine months ended September 30, 2015 compared to $78.1 million for the nine months ended September 30, 2014. This was principally due to increased time charter earnings resulting from the Hilda Knutsen and Torill Knutsen being included in our results of operations from July 1, 2014, the Dan Cisne being included in our results of operations from December 15, 2014, and Dan Sabia being included in our results of operations from June 15, 2015.

Other income: Other income for the nine months ended September 30, 2015 was $154,000 compared to $29,000 for the nine months ended September 30, 2014.

Vessel operating expenses: Vessel operating expenses for the nine months ended September 30, 2015 were $19.9 million, an increase of $3.4 million from $16.5 million in the nine months ended September 30, 2014. This was principally due to increased time charter earnings resulting from the Hilda Knutsen and Torill Knutsen being included in our results of operations from July 1, 2014, partially offset by lower operating expenses for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 mainly due to strengthening of the dollar against Norwegian Kroner.

Depreciation: Depreciation expense for the nine months ended September 30 2015 was $35.4 million, an increase of $11.6 million from $23.8 million in the nine months ended September 30, 2014. The increase was mainly due to the Hilda Knutsen and Torill Knutsen being included in our results of operations from July 1, 2014, the Dan Cisne being included in our results of operations from December 15, 2014, and Dan Sabia being included in our results of operations from June 15, 2015.

 

28


Table of Contents

General and administrative expenses: General and administrative expenses for the nine months ended September 30, 2015 were $3.2 million, a decrease of $0.3 million from $3.5 million for the nine months ended September 30, 2014. The decrease was mainly due to incremental expenses during the nine months ended September 30, 2014 in connection with the preparation for the acquisitions of Hilda Knutsen and Torill Knutsen and our June 2014 common unit offering.

Goodwill impairment charge: Goodwill impairment charge for the nine months ended September 30, 2015 was $6.2 million and $nil for the nine months ended September 30, 2014. During the three months ended June 30, 2015, the Partnership concluded that there were indicators of impairment due to a significant reduction in the price of the Partnership’s common units during the quarter. Consequently, the Partnership performed an interim vessel and goodwill impairment analysis as of June 30, 2015 on its fleet, concluding that there was no impairment to the vessels’ values. However, the Partnership determined that the carrying value of the goodwill exceeded its fair value. The impairment charge relates mainly to capitalized goodwill which arose in 2008 when the Partnership’s predecessor acquired the Windsor Knutsen and three other vessels then under construction, in a transaction that was then accounted for as a step transaction. As a result, a goodwill impairment charge of $6.2 million was recognized in the condensed consolidated and combined carve-out financial statements for the nine months ended September 30, 2015. The fair value was determined using the present value of the expected future cash flows discounted at a rate equivalent to a market participant’s weighed average cost of capital. The estimates and assumptions regarding expected future cash flows and appropriate discount rates are in part based upon existing contracts, future shuttle tanker rates, historical experience, financial forecasts and industry trends and conditions.

Interest income: Interest income for the nine months ended September 30, 2015 was $3,000 compared to $4,000 for the nine months ended September 30, 2014.

Interest expense: Interest expense for the nine months ended September 30, 2015 was $12.7 million, an increase of $2.1 million from $10.6 million in the nine months ended September 30, 2014. The increase is primarily due to the increased indebtedness related to the acquisitions of the Hilda Knutsen and Torill Knutsen on June 30, 2014, Dan Cisne on December 15, 2014, and Dan Sabia on June 15, 2015. The increase is partially offset by a one-time charge relating to reversal of capitalized loan costs of $1.1 million for the nine months ended September 30, 2014 and a lower margin in 2015 due to refinancing in 2014.

Other finance expense: Other finance expense for the nine months ended September 30, 2015 was $0.2 million, a decrease of $1.0 million from $1.2 million for the nine months ended September 30, 2014. Other finance expenses are primarily related to bank fees and guarantee commissions. Other finance expense of $1.2 million for the nine months ended September 30, 2014 was mainly due to (i) $0.4 million payment as compensation to banks for lost loan margin on repaid loans, (ii) $0.4 million 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 and (iii) $0.3 million in other finance expenses.

Realized and unrealized gain (loss) on derivative instruments: Realized and unrealized loss on derivative instruments for the nine months ended September 30, 2015 was $11.8 million, compared to a loss of $1.2 million for the nine months ended September 30, 2015 in 2014, as set forth in the table below:

 

     Nine Months Ended
September 30,
        
(US $ in thousands)    2015      2014       Change  

Realized gain (loss)

        

Interest rate swap contracts

   $ (3,348    $ (1,972    $ (1,376

Foreign exchange forward contracts

     (3,238 )      500         (3,738

Unrealized gain (loss)

        

Interest rate swap contracts

     (5,866      845         (6,711

Foreign exchange forward contracts

     612         (541      1,153   

Total

   $ (11,840    $ (1,168    $ (10,672

As of September 30, 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 $412.3 million. In addition to an increased notional amount, the increased net realized and unrealized loss on derivative instruments was due to a decrease in long-term swaps rate during the nine months ended September 30, 2015. As of September 30, 2015, we had entered into foreign exchange forward contracts, selling a total notional amount of $25.0 million against NOK at an average exchange rate of NOK 7.79 per 1.0 U.S. Dollar, which are economic hedges for certain vessel operating expenses and general expenses in NOK.

 

29


Table of Contents

Net gain (loss) on foreign currency transactions: Net loss on foreign currency transactions for the nine months ended September 30, 2015 was $135,000. For the nine months ended September 30, 2014, the Partnership had net gain on foreign currency transaction of $80,000.

Income tax expense: Income tax expense for the nine months ended September 30, 2015 was estimated to be $6,000, and is related to UK income tax. All Norwegian subsidiaries and their operations are subject to the tonnage tax regime and at September 30, 2015 and their tax base was negative. Income tax expense for the nine months ended September 30, 2014 was estimated to be $nil.

Net income: As a result of the foregoing, we earned net income of $22.9 million for the nine months ended September 30, 2015 compared to a net income of $21.5 million for the nine months ended September 30, 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 $17.0 million for dry-docking and classification surveys for the six time charter vessels in our fleet in 2016, 2017 and 2018. As our fleet matures and expands, our dry-docking expenses will likely increase. Ongoing costs for compliance with environmental regulations are primarily included as part of our dry-docking 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.

On August 12, 2015, the Partnership’s board of directors authorized a program for the Partnership to repurchase up to 666,667 of its common units. The board of directors of the General Partner concurrently authorized the General Partner to purchase up to 333,333 common units of the Partnership. As of September 30, 2015, no common units had been purchased under the program. As of December 2, 2015, the Partnership and the General Partner had purchased 6,187 and 3,093 common units, respectively, at an average price of $13.985 per unit.

As of September 30, 2015, our current assets exceeded current liabilities by $11.1 million. Included within current liabilities are mark-to-market valuations of derivative instruments representing $7.7 million of these liabilities. We currently have no intention of terminating these swap derivative instruments and foreign currency contracts and hence realizing these liabilities.

As of September 30, 2015, our current cash and cash equivalents were $67.2 million and we had an undrawn revolving credit facility of $20.0 million.

On August 14, 2015, we paid a quarterly cash distribution of $0.51 per unit with respect to the quarter ended June 30, 2015. This cash distribution amounted to $14.7 million.

On November 13, 2015, we paid a quarterly cash distribution of $0.52 per unit with respect to the quarter ended September 30, 2015. This cash distribution amounted to $15.1 million.

 

30


Table of Contents

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:

 

     Nine Months Ended September 30,  
(US $ in thousands)    2015      2014  

Net cash provided by operating activities

   $ 63,770       $ 37,720   

Net cash used in investing activities

     (38,036 )      (105,231 )

Net cash provided by financing activities

     10,923         83,197   

Effect of exchange rate changes on cash

     (206 )      (83 )

Net increase in cash and cash equivalents

     36,451         15,603   

Cash and cash equivalents at beginning of period

     30,746         28,836   

Cash and cash equivalents at end of period

     67,197         44,439   

Net cash provided by operating activities

Net cash provided by operating activities increased by $26.1 million to $63.8 million for the nine months ended September 30, 2015 compared to $37.7 million for the nine months ended September 30, 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 operations as of July 1, 2014; (ii) the Dan Cisne being included in our results of operations as of December 15, 2014; and (iii) the Dan Sabia being included in our results of operations as of June 15, 2015.

Net cash used in investing activities

Net cash used in investing activities during the nine months ended September 30, 2015 was $38.0 million and was mainly related to the acquisition of Dan Sabia in the second quarter in 2015. Net cash used in investing activities during the nine months ended September 30, 2014 was $105.2 million and was mainly related to the acquisitions of the Hilda Knutsen and Torill Knutsen of $105.3 million in June 2014.

Net cash provided by financing activities

Net cash provided by financing activities during the nine months ended September 30, 2015 of $10.9 million mainly related to the net proceeds from the Partnership’s June 2015 public offering of 5,000,000 common units representing limited partner interests (the “June 2015 Offering”) of $116.6 million and partially offset by the following:

 

    repayment of long-term debt of $55.4 million;

 

    repayment of seller’s credit from KNOT of $12.0 million; and

 

    payment of cash distributions during the nine months ended September 30, 2015 of $38.3 million.

 

31


Table of Contents

Net cash provided by financing activities during the nine months ended September 30, 2014 of $83.2 million mainly related to the net proceeds from the June 2014 equity offerings of $146.7 million and proceeds of $240 million from the refinancing of vessels the Windsor Knutsen , Bodil Knutsen and Carmen Knutsen , partially offset by the following:

 

    repayment of long-term debt of $265.3 million;

 

    repayment of the seller credit from KNOT of $10.6 million; and

 

    payment of cash distributions during the nine months ended September 30, 2014 of $25.2 million.

Borrowing Activities

Long-Term Debt

As of September 30, 2015 and December 31, 2014, the Partnership had the following debt amounts outstanding:

 

(U.S. Dollars in thousands)    Vessel    September 30,
2015
     December 31,
2014
 

$220 million loan facility

   Windsor Knutsen, Bodil Knutsen,

Carmen Knutsen

   $ 200,357       $ 212,142   

$20 million revolving credit facility

   Windsor Knutsen, Bodil Knutsen,

Carmen Knutsen

     —           20,000   

$140 million loan facility

   Fortaleza Knutsen &
Recife Knutsen
     129,062         135,625   

$117 million loan facility

   Hilda Knutsen      83,029         86,724   

$117 million loan facility

   Torill Knutsen      84,265         87,960   

$172.5 million loan facility

   Dan Cisne, Dan Sabia      113,539         58,770   

$12.0 million Seller’s Credit

        —           12,000   
     

 

 

    

 

 

 

Total long-term debt

        610,252         613,221   
     

 

 

    

 

 

 

Less current installments

        42,718         38,718   

Less $12.0 million Seller’s Credit

        —           12,000   
     

 

 

    

 

 

 

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

      $ 567,534       $ 562,503   
     

 

 

    

 

 

 

The Partnership’s outstanding debt of $610.3 million as of September 30, 2015 is repayable as follows:

 

(US $ in thousands)    Period
repayment
     Balloon
repayment
 

Remainder of 2015

   $ 12,779       $ —     

2016

     43,118         —     

2017

     43,518         —     

2018

     42,587         136,500   

2019

     23,332         237,678   

2020 and thereafter

     57,800         12,940   
  

 

 

    

 

 

 

Total

   $ 223,134       $ 387,118   
  

 

 

    

 

 

 

 

32


Table of Contents

As of September 30, 2015, the interest rates on our loan agreements were LIBOR plus a fixed margin ranging from 2.125% to 2.5%.

$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. 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. As of June 30, 2015, the Revolving Credit Facility was undrawn.

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 September 30, 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;

 

33


Table of Contents
    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 September 30, 2015, the borrowers and the Partnership were in compliance with all covenants under this facility.

$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 September 30, 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.

 

34


Table of Contents

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. The borrower received a waiver in relation to this breach covering the period from December 31, 2014 to March 31, 2015, and the breach was subsequently corrected. As of September 30, 2015, the borrower and the Partnership were in compliance with all covenants under this facility.

$172.5 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 Partnership’s acquisition of the Dan Cisne , in December 2014, the $172.5 million senior secured loan facility was split into a tranche related to the Dan Cisne (the “Dan Cisne Facility”) and a tranche related to Dan Sabia (the “Dan Sabia Facility”).

The Dan Cisne Facility and the Dan Sabia Facility are guaranteed by the Partnership and secured by a vessel mortgage on the Dan Cisne and Dan Sabia. The Dan Cisne Facility and the Dan Sabia Facility bear interest at LIBOR plus a margin of 2.4% and are repayable in semiannual instalments with a final balloon payment due at maturity at September 2023 and January 2024, respectively.

The facilities contain the following financial covenants:

 

    Market value of each of the Dan Cisne and Dan Sabia shall not be less than 100% of the outstanding balance under the Dan Cisne Facility and Dan Sabia Facility, respectively, 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%.

The facilities also identify various events that may trigger mandatory reduction, prepayment and cancellation of the facilities, including total loss or sale of a vessel and customary events of default. As of September 30, 2015, the borrowers and the Partnership were in compliance with all covenants under the facilities.

$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 September 30, 2015, the Partnership has entered into various interest rate swap agreements effective until March, April, May, July and August 2018, September 2023, and January 2024, for a total notional amount of $412.3 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 1.55%.

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 September 30, 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 194.8 million. We do not apply hedge accounting for derivative instruments. We do not speculate using derivative instruments.

 

35


Table of Contents

Contractual Obligations

The following table summarizes our long-term contractual obligations as of September 30, 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)

   $ 685,816      $ 63,547      $ 192,497      $ 359,364      $ 70,407   

Total

   $ 685,816      $ 63,547      $ 192,497      $ 359,364      $ 70,407   

 

(1) The long-term debt obligations have been calculated assuming interest rates based on the 6-month LIBOR as of September 30, 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.

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 September 30, 2015, our net exposure to floating interest rate fluctuations on its outstanding debt was approximately $130.8 million, based on total net interest bearing debt of approximately $610.3 million less the notional amount of our floating to fixed interest rate swaps of $412.3 million, and less cash and cash equivalents of $67.2 million.

A 1% change in short-term interest rates would result in an increase or decrease to our interest expense of approximately $1.3 million on an annual basis as of September 30, 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.

 

36


Table of Contents

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 September 30, 2015 we had entered into foreign exchange forward contracts, selling a total notional amount of $25.0 million against NOK at an average exchange rate of NOK 7.79 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 September 30, 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.

 

37


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. Forward-looking statements include statements with respect to, among other things:

 

    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;

 

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

 

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

 

    KNOT Offshore Partners’ anticipated growth strategies;

 

    the effects 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;

 

    changes in KNOT Offshore Partners’ ability to make cash distributions on the units or any increases in cash distributions;

 

    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 charters, which KNOT Offshore Partners defines as charters of five years or more;

 

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

 

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

 

38


Table of Contents
    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;

 

    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.

 

39


Table of Contents

EXHIBITS

The following exhibits are filed as part of this report:

 

Exhibit No.

  

Description

4.1    Share Purchase Agreement, dated October 13, 2015, between Knutsen NYK Offshore Tankers AS and KNOT Shuttle Tankers AS
4.2    Amended and Restated Term Loan Facility Agreement, dated June 7, 2012, among Knutsen NYK Shuttle Tankers 16 AS, as borrower, and the other parties thereto, as amended and restated by the First Supplemental Agreement, dated February 5, 2015, and the Second Supplemental Agreement, dated October 13, 2015
4.3    Ship Management Agreement for the Ingrid Knutsen, dated May 30, 2012, between Knutsen NYK Shuttle Tankers 16 AS and KNOT Management AS, as amended by Addendum No. 1, dated July 1, 2012, and Addendum No. 2, dated October 15, 2015

 

40


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: December 3, 2015   By:  

/s/ J OHN C OSTAIN

    Name:   John Costain
    Title:   Chief Executive Officer and Chief Financial Officer

 

41

Exhibit 4.1

SHARE PURCHASE AGREEMENT

Between

Knutsen NYK Offshore Tankers AS

(as Seller)

And

KNOT Shuttle Tankers AS

(as Buyer)

 

 

for the sale and purchase of the shares in

Knutsen NYK Shuttle Tankers 16 AS

 

 


SHARE PURCHASE AGREEMENT

This agreement (this “ Agreement ”) is entered into the 13th October 2015 between:

(1) Knutsen NYK Offshore Tankers AS , company registration no. 995 221 713

(the “ Seller ”), and

(2) KNOT Shuttle Tankers AS , company registration no. 998 942 829

(the “ Buyer ”).

The Seller and the Buyer are hereinafter individually referred to as a “ Party ” and jointly the “ Parties ”.

 

1 RECITALS

WHEREAS:

 

a) Knutsen NYK Shuttle Tankers 16 AS, company registration no. 997 404 009, is a private limited liability company that has as its purpose to engage in shipowning activities, is duly incorporated under Norwegian law and has its registered place of business in Haugesund, Norway (the “ Company ”);

 

b) The Seller is the sole owner of the ownership interest in the Company, with a share capital of NOK 100,000;

 

c) The Company is the owner of the MT “Ingrid Knutsen”, having IMO No. 9649225 (the “ Vessel ”); and

 

d) The Seller and the Buyer have agreed that the Buyer shall acquire 100% of the shares in the Company (the “ Shares ”) on the terms and conditions set forth in this Agreement.

 

2 DEFINITIONS

In this Agreement, the following definitions shall have the following meanings:

 

a)    Accounting Principles    means the applicable Norwegian generally accepted accounting principles as defined by Norwegian law and regulations and accounting standards issued by the Norwegian Accounting Standards Board (Nw: Norsk Regnskapsstiftelse/NRS ), applied on a consistent basis;
b)    Accounts    means, in respect of the Company, its audited annual accounts ( årsregnska p), consisting of the profit and loss account, balance sheet, statement of cash flow and the notes thereto, for the financial year ended on the Accounts Date attached as Schedule 2 ;

 

2


c)    Accounts Date    means 31 December 2014;
d)    Agreement    shall have the meaning ascribed to such term in the preamble to this Agreement;
e)    Business    means the current business of the Company, being to own the Vessel, and charter the same under the Charter;
f)    Business Day    means a day on which banks are open for general banking business in Norway;
g)    Buyer    shall have the meaning ascribed to such term in the preamble to this Agreement;
h)    Buyer Indemnitees    shall have the meaning ascribed to such term in Clause 12.1;
i)    Charter    means the time charter dated 6 December 2011 in relation to the Vessel entered into between the Company and the Charterer as amended by Addendum No. 1, dated 12 August 2014, and Addendum No. 2, dated 10 December 2014;
j)    Charterer    means Standard Marine Tønsberg AS (wholly owned by ExxonMobil Exploration and Production Norway AS);
k)    Closing    shall have the meaning ascribed to such term in Clause 5.1;
l)    Closing Date    means the date when the Closing actually takes place according to Clause 5.1;
m)    Companies Act    means the Norwegian Limited Liability Companies Act of 1997
n)    Company    means Knutsen NYK Shuttle Tankers 16 AS
o)    Encumbrance    means any mortgage, charge, pledge, lien, option or other security interest or restriction of any kind;
p)    Governmental Authority    means any domestic or foreign government, including federal, provincial, state, municipal, county or regional government or governmental or regulatory authority, domestic or foreign, and includes any department, commission, bureau, board, administrative agency or regulatory body of any of the foregoing and any multinational or supranational organization;
q)    Indemnified Party    shall have the meaning ascribed to such term in Clause 12.3;
r)    Indemnifying Party    shall have the meaning ascribed to such term in Clause 12.3;

 

3


s)    Ingrid Bank Junior Facility    means the USD 5,000,000 term loan facility provided to the Company by Nordea Bank Norge ASA and DNB Bank ASA as lenders pursuant to a loan agreement dated 7 June 2012.
t)    Ingrid NYK Junior Facility ;    means the USD 30,000,000 Junior Secured Credit Facility provided by NIPPON YUSEN KABUSHIKI KAISHA to the Company pursuant to a loan agreement dated 1 December 2011.
u)    Ingrid Senior Facility    means the USD 90,000,000 Senior Term Loan Facility Agreement in respect of the Vessel dated 7 June 2012, as amended by a first supplemental agreement dated 5 February 2015 and a second supplemental agreement dated 13 October 2015 made between (i) the Company as borrower, (ii) the Seller as original guarantor, (iii) the banks and financial institutions listed in Schedule 1 thereto as lenders, (iv) DNB Bank ASA and Nordea Bank Norge ASA, as mandated lead arrangers and bookrunners, (v) The Norwegian Government, represented by the Norwegian Ministry of Trade and Industry, as original export credit lender, and (vi) DNB Bank ASA and Nordea Bank Finland Plc as swap banks and (vii) DNB Bank ASA, as agent;
v)    Losses    means any loss, liability, claim, damage, expense (including costs of investigation and defence and reasonable attorneys’ fees) or diminution of value, whether or not involving a third-party claim;
w)    Material Adverse Effect    means a material adverse effect on the condition (financial, commercial, technical, legal or otherwise) of the Business, assets, results of operations or prospects of the Company;
x)    Material Agreement    shall have the meaning ascribed to such term in Clause 8.11;
y)    Omnibus Agreement    means the Omnibus Agreement, dated as of April 15, 2013, by and among the Seller, the Partnership, KNOT Offshore Partners GP LLC, KNOT Shuttle Tankers 17 AS and KNOT Shuttle Tankers 18 AS;
z)    Party    shall have the meaning ascribed to such term in the preamble to this Agreement;
aa)    Parties    shall have the meaning ascribed to such term in the preamble to this Agreement;
bb)    Partnership    means KNOT Offshore Partners LP, a Marshall Islands limited partnership;

 

4


cc)    Purchase Price    shall have the meaning ascribed to such term in Clause 4;
dd)    Purchase Price Adjustments    shall have the meaning ascribed to such term in Clause 5.4;
ee)    Seller    shall have the meaning ascribed to such term in the preamble to this Agreement;
ff)    Seller Indemnitees    shall have the meaning ascribed to such term in Clause 12.2;
gg)    Shares    shall have the meaning ascribed to such term in Clause 1;
hh)    Signing Date    means the date of this Agreement;
ii)    Swap Agreements    means the ISDA Master Agreement dated 3 February 2014, and entered into between the Company and DNB Bank ASA, , and the Schedules thereto and all Transactions and/or Confirmations (as each of the said expressions is defined in the Master Agreements) supplemental thereto relating to the loan for “Ingrid Knutsen” under the Ingrid Senior Facility;
jj)    Taxes    means all taxes (including value-added tax and similar taxes), however denominated, including interest, penalties and other additions to tax that may become payable or imposed by any applicable statute, rule or regulation or any governmental agency, including all taxes, withholdings and other charges in respect of income, profits, gains, payroll, social security or other social benefit taxes, sales, use, excise, real or personal property, stamps, transfers and workers’ compensation, which the Company is required to pay, withhold or collect; and
kk)    Third-Party Claim    shall have the meaning ascribed to such term in Clause 12.3; and
ll)    Vessel    shall have the meaning ascribed to such term in Clause 1.

 

3 SALE AND PURCHASE

Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell, and the Buyer agrees to purchase, the Shares, together with all rights attached to them.

The Shares shall be transferred to the Buyer on the Closing Date, free and clear from any Encumbrances other than pursuant to the Ingrid Senior Facility.

 

4 PURCHASE PRICE

The Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Seller for USD 115,000,000, less USD 80,775,000 of outstanding debt obligations of the Company under the Ingrid Senior Facility, USD 20,252,614.22 under the Ingrid NYK Junior Facility and USD 3,500,000 under the Ingrid Bank Junior Facility, (the “ Purchase Price ”), plus the Purchase Price Adjustments, all in accordance with and subject to the terms and conditions set forth in this Agreement, the Shares.

 

5


The Purchase Price is to be settled by way of a cash settlement.

 

5 CLOSING

 

5.1 Time and place

Subject to the satisfaction or waiver of the conditions set forth in Clause 6, the completion of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of the Seller at such time and date as the Parties agree.

 

5.2 The Seller’s Closing obligations

At the Closing, the Seller shall:

 

a) deliver to the Buyer a copy of the minutes of the meeting of the board of directors of the Seller authorising the execution of, and the consummation of the transaction completed by, this Agreement; and

 

b) in exchange for the payment of the Purchase Price, transfer the Shares to the Buyer and deliver to the Buyer the share register of the Company with the Buyer duly registered as the owner of the Shares, as well as the related notices according to Sections 4-7 and 4-10 of the Companies Act.

 

5.3 The Buyer’s Closing obligations

At the Closing, the Buyer shall

 

a) settle the Purchase Price in accordance with Clause 4;

 

b) procure that the Company repays (i) the Ingrid NYK Junior Facility in full (ii) USD 3,275,000 of the Commercial Tranche of the Ingrid Senior Facility and (iii) the Ingrid Bank Junior Facility in full; and

 

c) procure that the cash portion of the Purchase Price is paid to the nominated bank account of the Seller.

 

5.4 Post-Closing Adjustment

 

a) Within 30 days following the Closing Date, the Buyer and the Seller shall agree on the amount of the post-Closing adjustments to the Purchase Price based on the Company’s working capital as of 23:59 on the Closing Date (the “ Purchase Price Adjustments ”).

 

b) Within 15 days following the date on which the Purchase Price Adjustments have been agreed pursuant to Clause 5.4 a) above, the Buyer or the Seller (as the case may be) shall pay to the other Party an amount, in cash, equal to the Purchase Price Adjustments. Any amounts other than those covered by the Purchase Price Adjustments varying in the period between the Signing Date and the Closing Date shall be for Seller’s account.

 

6


6 CLOSING CONDITIONS

 

6.1 Conditions to the Buyer’s Closing obligations

The obligations of the Buyer to purchase the Shares and to take the other actions required to be taken by it at the Closing are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by the Buyer) on or before the Closing Date:

 

a) there is no material breach of any of the representations and warranties of the Seller set forth in Clause 8 and Clause 9;

 

b) the Buyer shall have obtained the funds necessary to consummate the purchase of the Shares and to pay all related fees and expenses;

 

c) in all respects material to the transactions contemplated hereby, the Seller shall have performed or complied with all of its obligations pursuant to this Agreement to be performed or complied with by the Seller at or prior to the Closing Date and shall have delivered each document or instrument to be delivered by it pursuant to this Agreement; and

 

d) the results of the searches, surveys, tests and inspections of the Vessel referred to in Clause 10.1 h) are reasonably satisfactory to the Buyer.

 

6.2 Conditions to the Seller’s Closing obligations

The obligations of the Seller to sell the Shares and to take the other actions required to be taken by it at the Closing are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by the Seller) on or before the Closing Date:

 

a) there is no material breach of any of the representations and warranties of the Buyer set forth in Clause 7;

 

b) At Closing, the Buyer shall procure that the Partnership accede to the Ingrid Senior Facility as “Guarantor”, and that the Shares are pledged as contemplated by the Ingrid Senior Facility, and procure that relevant conditions precedent under the Ingrid Senior Facility relating to the Partnership and/or the Buyer have been satisfied. At Closing the Seller shall be released from its guarantee obligations under the Ingrid Senior Facility with respect to outstanding amounts relating to the Vessel; and

 

c) in all respects material to the transactions contemplated hereby, the Buyer shall have performed or complied with all of its obligations pursuant to this Agreement to be performed or complied with by the Buyer at or prior to the Closing Date and shall have delivered each document or instrument to be delivered by it pursuant to this Agreement.

 

7


6.3 Conditions of the Parties.

The obligations of Seller to sell the Shares and the obligations of Buyer to purchase the Shares are subject to the satisfaction (or waiver by each of Seller and Buyer) on or prior to the Closing Date of the following conditions:

 

a) The Seller shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including, but not limited to, with respect to the Charter, the Ingrid NYK Junior Facility, the Ingrid Bank Junior Facility, the Ingrid Senior Facility and the Swap Agreements) and shall have made any and all notices or declarations to or filing with any Governmental Authority or any other Person, including those related to any environmental laws or regulations, required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder, including the transfer of the Shares; and

 

b) No legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the Shares.

 

7 REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to the Seller that as of the Signing Date and on the Closing Date, unless otherwise expressly stated:

 

7.1 Corporate existence and power

The Buyer is duly incorporated, validly existing and in good standing under the laws of Norway.

The Buyer has not been declared insolvent; become the subject of a petition in bankruptcy; had a receiver appointed with respect to it or to the Business or part thereof; entered into any arrangement with, or made an assignment for the benefit of, its creditors; or ceased to function as a going concern.

 

7.2 Corporate authorisation and non-contravention

This Agreement and each other document or instrument delivered or to be delivered in connection with this Agreement has been duly authorised by all necessary corporate action(s) of the Buyer and constitutes or will, when executed, constitute valid and binding obligations of the Buyer enforceable in accordance with its respective terms.

The execution by the Buyer of this Agreement and each other document or instrument delivered or to be delivered in connection with it, and the performance by the Buyer of its obligations under this Agreement and the consummation of the transactions provided for in this Agreement, do not and will not result in a breach of any provision of the articles of association of the Buyer or of any applicable law, order, judgment or decree of any court or Governmental Authority or of any agreement to which the Buyer is bound.

The Buyer is not required to obtain any authorisations, consents, approvals or exemptions by any Governmental Authority in connection with the entering into or performance of its obligations under this Agreement.

 

8


8 REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Buyer as of the Signing Date and on the Closing Date, unless otherwise expressly stated:

 

8.1 Corporate existence and power

Each of the Company and the Seller is duly incorporated, validly existing and in good standing under the laws of Norway.

Each of the Company and the Seller has not been declared insolvent; become the subject of a petition in bankruptcy; had a receiver appointed with respect to it or to the Business or part thereof; entered into any arrangement with, or made an assignment for the benefit of, its creditors; or ceased to function as a going concern.

 

8.2 Corporate authorisation and non-contravention

This Agreement and each other document or instrument delivered or to be delivered in connection with this Agreement has been duly authorised by all necessary corporate action(s) of each of the Company and the Seller, as appropriate, and constitutes or will, when executed, constitute valid and binding obligations of each of the Company and the Seller, as appropriate, enforceable in accordance with its respective terms.

The execution by each of the Company and the Seller, as appropriate, of this Agreement and each other document or instrument delivered or to be delivered in connection with it, and the performance by each of the Company and the Seller, as appropriate, of its obligations under this Agreement and the consummation of the transactions provided for in this Agreement, do not and will not result in a breach of any provision of the articles of association of each of the Company and the Seller, as appropriate, or of any applicable law, order, judgment or decree of any court or Governmental Authority or of any agreement to which each of the Company and the Seller, as appropriate, is bound.

Each of the Company and the Seller, as appropriate, is not required to obtain any authorisations, consents, approvals or exemptions by any Governmental Authority in connection with the entering into or performance of its obligations under this Agreement.

 

8.3 Capitalisation and title

The Seller has full ownership to the Shares. The Shares are fully authorised, validly issued, fully paid and at Closing, free and clear from any Encumbrances.

There is no outstanding subscription, option or similar rights relating to the Shares.

 

8.4 Records

The Company’s articles of association and shareholders’ register are true, accurate, up-to-date and complete.

 

8.5 Charter documents; validity of the Charter

The Seller has supplied to the Buyer true and correct copies of the Charter and any related documents, as amended to the Closing Date. The Charter is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms and, to the knowledge of the Seller, the Charter is a valid and binding agreement of all other parties thereto enforceable against such parties in accordance with its terms.

 

9


8.6 Accounts

The Accounts have been prepared in accordance with the Accounting Principles and in accordance with the books and records of the Company. The Accounts give a true and accurate view of the financial position, solvency, assets, liabilities, liquidity, cash flow and the result of the operations of the Company as of the Accounts Date.

 

8.7 No undisclosed liabilities

Neither the Company nor the Vessel has any Encumbrances, or other liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due (including, without limitation, any liability for Taxes and interest, penalties and other charges payable with respect to any such liability or obligation), except for such liabilities or obligations arising under the Ingrid Senior Facility, the Ingrid NYK Junior Facility, the Ingrid Bank Junior Facility, the Swap Agreements and the Encumbrances appearing in the ship registry of the Vessel.

 

8.8 Loans and other financial facilities

All loans and other financial facilities available to the Company have been made available for review by the Buyer.

 

a) The principal outstanding amount under the Ingrid Senior Facility for which the Company will be responsible at the time of Closing (provided Closing takes place on or before 15 October 2015) is USD 80,775,000;

 

b) The principal outstanding amount under the Ingrid Bank Junior Facility for which the Company will be responsible at the time of Closing (provided Closing takes place on or before 15 October 2015) is USD 3,500,000;

 

c) The principal outstanding amount under the Ingrid NYK Junior Facility for which the Company will be responsible at the time of Closing (provided Closing takes place on or before 15 October 2015) is USD 20,252,614.22.

No event has occurred which gives, or after notice or lapse of time, or both, would give any third party the right to call for repayment from the Company prior to normal maturity of any loan or other financial facility. The Company shall not be indebted, directly or indirectly, to any person who is an officer, director, stockholder or employee of any of the Seller or any spouse, child or other relative or any affiliate of any such person, nor shall any such officer, director, stockholder, employee, relative or affiliate be indebted to the Company.

 

8.9 Assets

At the Closing Date, the Company shall not be using assets in the Business that it neither owns nor has the right to use pursuant to written agreements with third parties. At the Closing Date, the assets of the Company will comprise all the assets necessary for carrying on the Business fully and effectively to the extent to which it is conducted at the Signing Date.

 

8.10 Absence of certain changes or events

Since the Accounts Date, there has not occurred or arisen:

 

a) any change of accounting methods, principles or practices, accounting, invoicing and supplier practice or procedures for the Company;

 

10


b) any acquisition or disposal of, or the entering into any agreement to acquire or dispose of, any asset, other than the sale of products in the ordinary course of business;

 

c) the termination of any Material Agreement;

 

d) any obligations, commitments or liabilities, contingent or otherwise, whether for Taxes or otherwise, except obligations, commitments and liabilities arising in the ordinary course of business;

 

e) any event or condition, whether covered by insurance or not, which has resulted in or may result in a Material Adverse Effect; or

 

f) the entering into of any agreements or commitments other than on customary terms.

 

8.11 Agreements

Each Material Agreement is in full force and effect. No other Material Agreements will be entered into by the Company prior the Closing Date without the prior consent of the Buyer (such consent not to be unreasonably withheld). The Company has fulfilled all material obligations required pursuant to the Material Agreements to have been performed by it prior to the Signing Date and has not waived any material rights thereunder.

There has not occurred any material default on the part of the Company under any of the Material Agreements, or to the knowledge of the Seller, on the part of any other party thereto, nor has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of the Company under any of the Material Agreements nor, to the knowledge of the Seller, has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any other party to any of the Material Agreements.

The term “ Material Agreement ” means each agreement, contract or other undertaking by or of the Company (a) that is of material importance to the Business or (b) the value of which, in respect of total turnover during one year, is not less than NOK 500,000, provided, however, that such term includes the Charter, the Ingrid Senior Facility, the Ingrid NYK Junior Facility, the Ingrid Bank Junior Facility and the Swap Agreements.

 

8.12 Insurance

The Company maintains insurance policies on fire, theft, loss, disruption, product and general liability and other forms of insurance with reputable insurers that would reasonably be judged to be sound and required for the Business.

The Company’s insurance policies do not contain any provisions regarding a change of control or ownership of the insured.

The Company is in compliance with all terms and conditions contained in the insurance policies, and nothing has been done or omitted to be done that would make any insurance policy or insurance void or voidable or that would result in a reduction of the coverage ( No: avkortning ).

 

11


8.13 Environmental matters

The Company is not and has not been in breach of any applicable laws (whether civil, criminal or administrative), statutes, regulations, directives, codes, judgments, orders or any other measures imposed by any governmental, statutory or regulatory body with regard to the pollution or the protection of the environment or to the protection of human health or human safety, or any other living organisms supported by the environment.

There is no current governmental investigation or disciplinary proceeding relating to any alleged breach of any law or permit by the Company, and none is pending, nor threatened.

The Company has not, other than as permitted under applicable permits or applicable laws or regulations held from time to time, disposed of, discharged, released, placed, dumped or emitted any hazardous substances, such as pollutants, contaminants, hazardous or toxic materials, wastes or chemicals. Neither the Seller nor the Company has received any formal or informal notice or other communication from which it appears that the Company may be or has been in violation of any laws or permits. There are no actual or contingent obligations on the Company to pay money or carry out any work in order to keep or be granted an extension or renewal of any existing permit. There are no facts or circumstances that could result in such an obligation. The properties used by the Company are not made of or do not contain any form of asbestos or any other toxic substance that may cause damage to the health of the persons working or visiting the premises.

 

8.14 Compliance with laws

The Company has at all times conducted the Business in accordance with and has complied with any applicable laws in Norway and in any other relevant countries relating to its operations and the Business.

All necessary licences, consents, permits and authorisations have been obtained by the Company to enable the Company to carry on the Business in the places and in the manner in which such Business is now conducted and all such licences, consents, permits and authorisations are valid and subsisting and have been complied with in all respects.

 

8.15 Litigation

There are no claims, actions, lawsuits, administrative, governmental, arbitration or other legal proceedings (including but not limited to proceedings related to Taxes) pending or threatened against or involving the Company, the Business or properties or assets of the Company and which would result in a Material Adverse Effect if adversely determined.

 

8.16 Taxes

The Company has properly filed with the appropriate Tax authorities all Tax returns and reports required to be filed for all Tax periods ending prior to the Closing Date. Such filings are true, correct and complete. All information required for a correct assessment of Taxes has been provided.

The Tax returns of the Company have been assessed and approved by the Tax authorities through the Tax years up to and including the years for which such assessment and approval is required, and the Company is not subject to any dispute with any such authority.

 

12


All Taxes that have become due have been fully paid or fully provided for in the Accounts, and the Company shall not be liable for any additional Tax pertaining to the period before the Accounts Date. All Taxes for the period after the Accounts Date have been fully paid when due.

There are no Tax audits, Tax disputes or Tax litigation pending or threatened against or involving the Company. There is no basis for assessment of any deficiency in any Taxes against the Company that has not been provided for in the Accounts or that has not been paid.

The Company is not and has not been involved in any transaction that could be considered as Tax-evasive. All losses for Tax purposes incurred by of the Company are trading losses and are available to be carried forward and set off against income in succeeding periods without limitation and have been accepted by the relevant Tax authorities.

The Company is not and has not been subject to any Tax outside its respective country of fiscal residence.

 

8.17 Relationship with the Seller

Except as disclosed to the Buyer, there are no written or oral agreements or arrangements between the Company and the Seller, and no liabilities or obligations (contingent or otherwise) owed by the Company to the Seller.

No services provided by the Seller to the Company are necessary in the ordinary course of business.

No payments of any kind, including, but not limited to management charges, have been made by the Company to the Seller, save for payments under agreements or arrangements made on an arm’s-length basis in accordance with applicable law and regulations.

 

8.18 Information

All documents provided to the Buyer by or on behalf of the Seller or the Company are true and correct, and no document provided to the Buyer by or on behalf of the Seller or the Company contains any untrue statement of a relevant fact or omits to state a relevant fact necessary to make the statements contained in the document not misleading.

There are no facts or circumstances known to the Seller, relating to the affairs of the Company, that have not been disclosed to the Buyer, which, if disclosed, reasonably could have been expected to influence the decision of the Buyer to purchase the Shares on the terms of this Agreement.

The Seller confirms that the Seller, prior to the Signing Date, has made, and until the Closing Date, shall continue to make, all investigations necessary in order to ensure that the statements in Clause 7 are correct.

 

13


9 REPRESENTATIONS AND WARRANTIES OF THE SELLER REGARDING THE VESSEL

The Seller represents and warrants to the Buyer as of the Signing Date and on the Closing Date, unless otherwise expressly stated:

 

9.1 Flag and title

The Company is the registered owner of the Vessel and has good and marketable title to the Vessel, free and clear of any and all Encumbrances, other than those arising under the Ingrid Senior Facility, the Ingrid Bank Junior Facility and the Ingrid NYK Junior Facility. The Vessel is properly registered in the name of the Seller under and pursuant to the flag and law of the United Kingdom, and all fees due and payable in connection with such registration have been paid.

 

9.2 Classification

The Vessel is entered with DNV GL and has the highest classification rating. The Vessel is in class without any recommendations or notation as to class or other requirement of the relevant classification society, and if the Vessel is in a port, it is in such condition that it cannot be detached by any port state authority or the flag state authority for any deficiency.

 

9.3 Maintenance

The Vessel has been maintained in a proper and efficient manner in accordance with internationally accepted standards for good ship maintenance, is in good operating order, condition and repair and is seaworthy, and all repairs made to the Vessel during the last two years and all known scheduled repairs due to be made and all known deficiencies have been disclosed to the Buyer.

 

9.4 Liens

The Vessel is not (a) under arrest or otherwise detained, (b) other than in the ordinary course of business, in the possession of any person (other than her master and crew) or (c) subject to a possessory lien.

 

9.5 Safety

The Vessel is supplied with valid and up-to-date safety, safety construction, safety equipment, radio, loadline, health, tonnage, trading and other certificates or documents as may for the time being be prescribed by the law of the United Kingdom or of any other pertinent jurisdiction, or that would otherwise be deemed necessary by a shipowner acting in accordance with internationally accepted standards for good ship management and operations.

 

9.6 No blacklisting or boycotts

No blacklisting or boycotting of any type has been applied or currently exists against or in respect of the Vessel.

 

9.7 No options

There are not outstanding any options or other rights to purchase the Vessel.

 

9.8 Insurance

The insurance policies relating to the Vessel are as set forth on Schedule 1 hereto, each of which is in full force and effect and, to the Seller’s knowledge, not subject to being voided or terminated for any reason.

 

14


10 COVENANTS PRIOR TO THE CLOSING

 

10.1 Covenants of the Seller Prior to the Closing

From the Signing Date to the Closing Date, the Seller shall cause the Company to conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted. The Seller shall not permit the Company to enter into any contracts or other written or oral agreements prior to the Closing Date, other than such contracts and agreements as have been disclosed to the Buyer prior to the Signing Date, without the prior consent of the Buyer (such consent not to be unreasonably withheld). In addition, the Seller shall not permit the Company to take any action that would result in any of the conditions to the purchase and sale of the Shares set forth in Clause 6 not being satisfied. Furthermore, the Seller hereby agrees and covenants that it:

 

a) shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate and make effective as promptly as possible the transactions contemplated by this Agreement and to co-operate with the Buyer and others in connection with the foregoing;

 

b) shall use its best efforts to obtain the authorisations, consents, orders and approvals of regulatory bodies and officials that may be or become necessary for the performance of its obligations pursuant to this Agreement and the completion of the transactions contemplated by it;

 

c) shall co-operate with the Buyer and promptly seek to obtain such authorisations, consents, orders and approvals as may be necessary for the performance of the Parties’ respective obligations pursuant to this Agreement;

 

d) shall not amend, alter or otherwise modify or permit any amendment, alteration or modification of any material provision of or terminate the Charter or any other contract prior to the Closing Date without the prior written consent of the Buyer, such consent not to be unreasonably withheld or delayed;

 

e) shall not exercise or permit any exercise of any rights or options contained in the Charter, without the prior written consent of the Buyer, not to be unreasonably withheld or delayed;

 

f) shall observe and perform in a timely manner, all of its covenants and obligations under the Charter, the Ingrid Senior Facility, the Ingrid NYK Junior Facility, the Ingrid Bank Junior Facility and the Swap Agreements, if any, and in the case of a default by another party thereto, it shall forthwith advise the Buyer of such default and shall, if requested by the Buyer, enforce all of its rights under such Charter, the Ingrid Senior Facility, the Ingrid NYK Junior Facility or the Ingrid Bank Junior Facility, as applicable, in respect of such default;

 

g) shall not cause or, to the extent reasonably within its control, permit any Encumbrances to attach to the Vessel other than in connection with the Ingrid Senior Facility and the Swap Agreements; and

 

h) shall permit representatives of the Buyer to make, prior to the Closing Date, at the Buyer’s risk and expense, such surveys, tests and inspections of the Vessel as the Buyer may deem desirable, so long as such surveys, tests or inspections do not damage the Vessel or interfere with the activities of the Seller, the Company or the Charterer thereon and so long as the Buyer shall have furnished the Seller with evidence that adequate liability insurance is in full force and effect.

 

15


10.2 Covenants of the Buyer Prior to the Closing

The Buyer hereby agrees and covenants that during the period of time after the Signing Date and prior to the Closing Date, the Buyer shall, in respect of the Shares to be transferred on the Closing Date, take, or cause to be taken, all necessary partnership action, steps and proceedings to approve or authorize validly and effectively the purchase and sale of the Shares and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby.

 

11 TERMINATION

 

11.1 Termination

This Agreement may be terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Closing Date:

 

a) by either Party if a breach of any provision of this Agreement has been committed by the other Party, such breach has not been waived and such breach is material to the transactions contemplated hereby, the Business or the assets, financial condition or prospect of the Company;

 

b) by the Buyer if satisfaction of any of the conditions in Clause 6.1 is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such condition;

 

c) by the Seller if satisfaction of any of the conditions in Clause 6.2 is or becomes impossible (other than through the failure of the Seller to comply with its obligations under this Agreement) and the Seller has not waived such condition;

 

d) by either Party if satisfaction of any of the conditions in Clause 6.3 is or becomes impossible and Buyer and Seller have not waived such condition;

 

e) by the Buyer due to a change having occurred that has resulted or may result in a Material Adverse Effect; or

 

f) by mutual written consent of the Seller and the Buyer.

 

11.2 Rights on termination

If this Agreement is terminated pursuant to Clause 11.1, all further obligations of the Parties pursuant to this Agreement shall terminate without further liability of a Party to the other, provided, however, that the obligations of the Parties contained in Clause 13 (Costs) and Clause 17 (Governing Law and arbitration) shall survive such termination, and further provided, that if this Agreement is terminated by a Party because of the breach of this Agreement by the other Party or because one or more of the conditions to the terminating Party’s obligations under this Agreement is not satisfied as a result of the other Party’s failure to comply with its obligations under this Agreement, the terminating Party’s right to pursue all legal remedies will survive such termination unimpaired.

 

16


12 INDEMNIFICATION

 

12.1 Indemnity by the Seller

Following the Closing, the Seller shall be liable for, and shall indemnify, defend and hold harmless the Buyer and its respective officers, directors, employees, agents and representatives (the “ Buyer Indemnitees ”) from and against, any Losses, suffered or incurred by such Buyer Indemnitees:

 

a) by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, the Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Seller;

 

b) subject to Clause 13 b), any fees, expenses or other payments incurred or owed by the Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement;

 

c) any Losses of the Company or the Vessel incurred prior to or on the Closing Date arising from any violation of any applicable law or regulation relating to protection of natural resources, health and safety and the environment;

 

d) all federal, state, foreign and local income tax liabilities attributable to the Company or operation of the Vessel prior to the Closing Date; or

 

e) any Losses suffered or incurred by such Buyer Indemnitees in connection with any claim for the repayment of hire or Losses in relation to the Vessel for periods prior to the Closing.

 

12.2 Indemnity by the Buyer

Following the Closing, the Buyer shall be liable for, and shall indemnify, defend and hold harmless the Seller and its respective officers, directors, employees, agents and representatives (the “ Seller Indemnitees ”) from and against, any Losses, suffered or incurred by such Seller Indemnitees by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer.

 

12.3 Indemnification procedures with respect to third-party claims

If the Seller or the Buyer, as the case may be (an “ Indemnified Party ”), shall receive notice of any claim by a third party that is or may be subject to indemnification or compensation from the other Party pursuant to this Agreement (a “ Third-Party Claim ”), the Indemnified Party shall give the other Party (the “ Indemnifying Party ”) prompt written notice of such Third-Party Claim and the Indemnifying Party shall, at the Indemnifying Party’s option, have the right to participate in the defence thereof by counsel at the Indemnifying Party’s own cost and expense. If the Indemnifying Party acknowledges within 30 days from such written notice in writing its obligation to indemnify the Indemnified Party against all Losses that may result from such Third-Party Claim, the Indemnifying Party shall be entitled, at the Indemnifying Party’s option, to assume and control the defence of such Third-Party Claim at the Indemnifying Party’s cost and expense and through counsel of the Indemnifying Party’s choice. No such Third-Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party, unless the settlement involves only the

 

17


payment of money by the Indemnifying Party. No Third-Party Claim that is being defended in good faith by the Indemnifying Party shall be settled by the Indemnified Party without the written consent of the Indemnifying Party. The Indemnifying Party shall have no obligation to indemnify the Indemnified Party for any losses resulting from the settlement of Third-Party Claims in violation of the provisions of this Clause 12.3.

 

12.4 Omnibus Agreement Indemnification

Notwithstanding any other provision of this Agreement, the Seller shall be liable for, and shall indemnify, defend and hold harmless the Partnership and any person controlled by the Partnership, including the Buyer, from and against the matters set forth in Article XIII of the Omnibus Agreement, subject to the terms and conditions set forth therein.

The Seller’s indemnification obligations under this Clause 12.4 shall (a) only be subject to limitations insofar as such limitations are set forth in Article XIII of the Omnibus Agreement and (b) be in addition to and independent of its indemnification obligations pursuant to Clause 12.1. For the avoidance of doubt, the indemnification provided pursuant to this Clause 12.4 shall be without duplication of any other amounts payable to the Buyer Indemnities pursuant to Clause 12.1

 

13 COSTS

 

a) Subject to Clause 13b), each party shall pay its own costs and expenses in connection with the preparation for and completion of the transactions contemplated by this Agreement, including but not limited to all fees and expenses of its own representatives, agents, brokers, legal and financial advisers and authorities and no such costs or expenses shall be charged to or paid by, neither directly or indirectly, the Company.

 

b) The fees and expenses related to the fairness opinion of ParetoSecurities Inc. dated 4 th September 2015 will be divided equally between the Buyer and the Seller.

 

14 NOTICES

All notices, requests, demands, approvals, waivers and other communications required or permitted under this Agreement must be in writing in the English language and shall be deemed to have been received by a Party when:

 

a) delivered by post, unless actually received earlier, on the third Business Day after posting, if posted within Norway, or the fifth Business Day, if posted to or from a place outside Norway;

 

b) delivered by hand, on the day of delivery; or

 

c) delivered by fax, on the day of dispatch if supported by a written confirmation from the sender’s fax machine that the message has been properly transmitted.

All such notices and communications shall be addressed as set forth below or to such other addresses as may be given by written notice in accordance with this Clause 14.

If to the Seller:

Knutsen NYK Offshore Tankers AS

Attention: Chairman of the Board

Smedasundet 40, Postboks 2017, 5504 Haugesund, Norway

Fax no.: +47 52 70 40 40

 

18


If to the Buyer:

KNOT Shuttle Tankers AS

Attention: Chairman of the Board

Smedasundet 40, Postboks 2017, 5504 Haugesund, Norway

Fax no.: +47 52 70 40 40

 

15 ASSIGNMENT

This Agreement shall be binding upon and inure to the benefit of the successors of the Parties, but shall not be assignable by any of the Parties without the prior written consent of the other Party. The benefit of this Agreement may, however, be assigned by either of the Parties to any group directly or indirectly controlling, controlled by or under common control of the assignor, provided that the assignor shall remain liable for its own debt and for all obligations under this Agreement.

 

16 MISCELLANEOUS

 

16.1 Further Assurances

From time to time after the Signing Date, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and shall do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned by this Agreement or intended so to be and (c) more fully and effectively to carry out the purposes and intent of this Agreement.

 

16.2 Integration

This Agreement, the Schedules and Appendices hereto and the instruments referenced herein supersede all previous understandings or agreements among the Parties, whether oral or written, with respect to its subject matter hereof. This Agreement, the Schedules and Appendices hereto and the instruments referenced herein contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it is contained in a written amendment hereto executed by the Parties hereto after the Signing Date.

 

16.3 No Broker’s Fees

No one is entitled to receive any finder’s fee, brokerage or other commission in connection with the purchase of the Shares or the consummation of the transactions contemplated by this Agreement.

 

19


17 GOVERNING LAW AND ARBITRATION

This Agreement shall be governed by and construed in accordance with Norwegian law.

The Parties shall seek to solve through negotiations any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof. If the Parties fail to solve such dispute, controversy or claim by a written agreement within 60 days after one of the Parties has requested such negotiations by notice to the other Party, such dispute, controversy or claim shall be finally settled by arbitration in Haugesund in the English language in accordance with the Norwegian Arbitration Act. The arbitration tribunal shall consist of three arbitrators, of which the Buyer shall appoint one arbitrator and the Seller shall appoint one arbitrator. The arbitrators so appointed shall appoint the third arbitrator, who shall be the chairman of the arbitration tribunal. In the event of failure by a Party to appoint its arbitrator within 30 days after the request for arbitration first is given, or the failure by the first two arbitrators to appoint the third arbitrator within 30 days after appointment of the last of the first two arbitrators to be appointed, such arbitrator or arbitrators shall be appointed by the district judge (No: “ Sorenskriver ”) of Haugesund District Court. Any Party may seek judgement upon any award in any court having jurisdiction, or an application may be made to such court for the judicial acceptance of the award and for an order of enforcement.

Notwithstanding the above, either Party may bring an action in any court of competent jurisdiction (a) for provisional relief pending the outcome of arbitration, including, without limitation, provisional injunctive relief or pre-judgement attachment of assets, or (b) to compel arbitration or enforce any arbitral award. For purposes of any proceeding authorised by this Clause 16, each Party hereby consents to the non-exclusive jurisdiction of Haugesund, Norway.

* * *

 

20


This Agreement has been executed in two original copies, of which each Party has retained one copy.

 

  Knutsen NYK Offshore Tankers AS        KNOT Shuttle Tankers AS
        
By:  

/s/ Trygve Seglem

     By:  

/s/ Trygve Seglem

Name:   Trygve Seglem      Name:   Trygve Seglem
Title:   CEO      Title:   Chairman
        
By:  

 

      
Name:  

 

      
Title:  

 

      

 

21


Schedule 1

INSURANCES

Insurance Policies (all quoted values are USD)

 

 

Hull & Machinery      
Hull    Insured Value: $110 000 000    Policy Renewal: 01.10.2014 - 31.10.2015
Hull Interest    Insured Value: $ 21 000 000    Policy Renewal: 01.10.2014 - 31.10.2015
Freight Interest    Insured Value: $ 21 000 000    Policy Renewal: 01.10.2014 - 31.10.2015
P&I Insurance      
Gross Tonnage:66,038       Policy Renewal: 20.02.2015 - 20.02.2016
War Risk      
   Insured Value: $165 000 000    Policy Renewal: 01.10.2015 - 31.12.2015

Hull & Machinery

 

Aon Benfield Italia S.p.A/SIAT Assicurazioni

     5,0

Aon London Broking Center/Swiss Re International SE

     10,0

Aon London Broking Center/Lloyds Syndicate 1209 XL

     10,0

Aon London Broking Center/Arch Insurance Comp. (Europe) Ltd.

     5,0

Aon Singapore Pte. Ltd. India International Insurance Pte Ltd

     5,0

Chaucer Underwriting A/S/ Lloyds Syndicate 1084 Chaucer

     4,0

Codan Forsikring NUF

     2,0

Gard AS/Gard M&E Ltd

     10,0

JLJ Maritime S.A./Vienna Insurance Group AG

     2,0

Mitsui Sumitomo Ins. Co. Ltd.

     2,0

Norwegian Hull Club

     12,5

Skuld 1897

     4,0

The Swedish Club

     7,5

Tokyo Marine & Nichido Fire Insurance Co., Ltd

     21,0

Total

     100

Hull Interest/Freight Interest

 

Aon London Broking Center /Lloyds Syndicate 1209 XL

     10,0

Aon London Broking Center/Arch Insurance Comp. (Europe) Ltd.

     5,0

Aon London Broking Center/Swiss Re International SE

     10,0

Chaucer Underwriting A/S/ Lloyds Syndicate 1084 Chaucer

     2,0

Codan Forsikring NUF

     19,0

Gard AS/Gard M&E Ltd

     15,0

Norwegian Hull Club

     15,0

Skuld 1897

     4,0

The Swedish Club

     7,5

Tokyo Marine & Nichido Fire Insurance Co., Ltd

     12,5

Total

     100

 

War Risk      
100%    Den Norske Krigsforsikring for Skib   
P&I      
100%    Den Norske Krigsforsikring for Skib   

 

22


Schedule 2

ACCOUNTS

[Separate attachment]

 

23


Knutsen NYK Shuttle Tankers 16 AS

Annual Report 2014

M/T “Ingrid Knutsen”


KNUTSEN NYK SHUTTLE TANKERS 16 AS

REPORT OF THE BOARD OF DIRECTORS 2014

Knutsen NYK Shuttle Tankers 16 AS owns one 111,634 dwt suez-max DP2 shuttle tanker, M/T Ingrid Knutsen, delivered from Hyundai Heavy Industries (HHI) Shipyard in South Korea in December 2013.

The company operates out of Haugesund, Norway and has no employees and working environment. KNOT Management AS in Haugesund manages the daily operations of the company and the vessel in accordance with separate agreements.

The company’s activity

M/T Ingrid Knutsen started in February 2014 on a time-charter contract to Standard Marine Tønsberg AS subsidiary to Exxon Mobil for a fixed period of ten year and with charters option to take the vessel for five more years on yearly options. The vessel started on the timecharter contract after arriving the North Sea and finalizing testing of the vessel and equipment. The vessel was chartered out on a spot voyage from Asia to Europe to reduce the expenses of positioning the vessel from the yard to the testing in Stavanger and the North Sea and charter startup.

Result for the year

The company had the first full year with operation in 2014 and the total net income on timecharter basis was NOK 92 069 998, NOK 1 335 253 in 2013. The operating result for Knutsen NYK Shuttle Tankers 16 AS was NOK 26 663 149 in 2014 compared to a loss of NOK 7 474 483 in 2013. After net financial loss of NOK 36 986 282 in 2014, against a loss of NOK 3 615 583 in 2013, the loss of the year were NOK 10 323 133 in 2014 compared to a loss of NOK 11 090 066 in 2013.

The Board of Directors suggests the result for the year transferred to other equity and the company have got a group contribution of NOK 13 919 365 from Knutsen NYK Offshore Tankers AS at 31.12.14.

Total cash flow from operating activities in the company was NOK 24 567 342, minus NOK 6 965 136 in 2013. The liquidity position was NOK 15 902 803 as per 31.12.2014 compared to NOK 46 114 709 as per 31.12.2013. The company’s ability to finance its investments is good.

The company’s short term debt per 31.12.2014 was 0.81 % of total debt (2.6 % in 2013).

The company is exposed to fluctuations in foreign exchange rater, especially USD, as the company’s income is denominated in USD. Since the majority of the company’s operating expenses and financial costs also are denominated in USD, this limits the company’s foreign exchange risk. The company has not entered into any forward contracts or other agreements in order to reduce the company’s foreign exchange risk, and thereby operating related market risk.

The company is also exposed to changes in the interest rate level, as part of its long-term debt carrying floating interest rate.


Total capital was by the end of the year NOK 663 466 885, NOK 723 362 816 at the end of 2013. The equity share as of 31.12.2014 was 0.63 % up from 0.084 % the year after receiving group contribution of NOK 13 919 365 to strengthening the equity of the company.

The financial accounts are settled on the assumption of a going concern. The board confirms the assumption of a going concern. The Board of Directors confirms that the Financial Statements give a true picture of the company’s assets and liabilities, financial position and results.

The environment safety and quality control

The requirements for a safety operation of ships are increasing, and both the company and the manager KNOT Management AS are concerned with an operational excellence. Knutsen NYK Offshore Tankers Group’s fleet consists of ships which are designed and engineered for safe, environmentally sound and efficient operations. The ships are maintained and upgraded continuously to meet the demands and expectations from a government and employers. The company and the manager put significant resources to the quality assurance and there are strict requirements for safety systems and an operation of the ships.

The company is not aware of any significant pollution to the external environment, and the Board of Directors considers the working conditions on-board the vessel as satisfactory. M/T Ingrid Knutsen are certified in accordance with both ISM code and the ISPS code.

The company have no employees and thus no working environment. The company aims to be workplace where there is no discrimination related to gender, ethnicity, religion or disability. The company aims to avoid gender discrimination regarding salary, promotion and recruiting. The members of the Board of Directors are all men.

Future prospects

M/T Ingrid Knutsen is operated on a long term charter from February 2014 with Standard Marine Tønsberg AS. The charterer and trading area is well known for the manager and the Board of Directors. The Board of Directors expect that 2015 will be a stable profitable year for the company.

Haugesund, February 27, 2015

       

/s/ Trygve Seglem

   

/s/ Karl Gerhard Bråstein Dahl

   

/s/ Fumitake Shishido

Trygve Seglem

   

Karl Gerhard Bråstein Dahl

   

Fumitake Shishido

Chairman of the Board/CEO

   

Member of the Board

   

Member of the Board


Knutsen NYK Shuttle Tankers 16 AS

Profit & Loss Account

 

     Note      2014      2013  

Operating Income

        

Operating Income

     2         98 870 485         5 837 006   

Commissions

        -1 544 968         -291 848   

Voyage expenses

        -5 326 748         -6 880 411   

Other operating income

        71 228         0   
     

 

 

    

 

 

 

Total Operating income

        92 069 998         -1 335 253   
     

 

 

    

 

 

 

Operating Expenses

        

Crew-hire

     6         22 739 889         2 645 706   

Other operating expenses

        11 137 302         701 935   

Administration

     9         3 107 257         424 390   
     

 

 

    

 

 

 

Total Operating Expenses

        36 984 449         3 772 030   
     

 

 

    

 

 

 

Ordinary depreciation

     5         28 422 400         2 367 200   
     

 

 

    

 

 

 

Total depreciation and write-downs

        28 422 400         2 367 200   
     

 

 

    

 

 

 

Operating Result

        26 663 149         -7 474 483   
     

 

 

    

 

 

 

Financial Income and Expenses

        

Financial income

     7         109 616         1 043   

Foreign exchange gain/loss

        -243 403         187 065   

Financial expenses

     7         -36 852 496         -3 803 691   
     

 

 

    

 

 

 

Net Financial Items

        -36 986 282         -3 615 583   
     

 

 

    

 

 

 

Result before taxes

        -10 323 133         -11 090 066   
     

 

 

    

 

 

 

Taxes

     13         0         0   
     

 

 

    

 

 

 

Result for the year

        -10 323 133         -11 090 066   
     

 

 

    

 

 

 


Knutsen NYK Shuttle Tankers 16 AS

Balance Sheet as of 31. December

 

     Note      2014      2013  

Assets

        

Fixed assets

        

Vessel

     5, 10         631 381 471         659 756 030   
     

 

 

    

 

 

 

Total Fixed Assets

        631 381 471         659 756 030   
     

 

 

    

 

 

 

Current Assets

        

Inventories

     4         1 725 827         8 763 512   

Receivables

        537 419         8 728 565   

Current receivables group

        13 919 365         0   

Bank deposits

     3         15 902 803         46 114 709   
     

 

 

    

 

 

 

Total Current Assets

        32 085 414         63 606 786   
     

 

 

    

 

 

 

TOTAL ASSETS

        663 466 885         723 362 816   
     

 

 

    

 

 

 


Knutsen NYK Shuttle Tankers 16 AS

Balance Sheet as of 31. December

 

     Note      2014      2013  

Shareholders Equity and Liabilities

        

Equity

        

Share capital

     11, 12         100 000         100 000   

Additional paid-in capital

        4 105 070         508 838   
     

 

 

    

 

 

 

Total capital paid-in

        4 205 070         608 838   
     

 

 

    

 

 

 

Total Shareholders’ Equity

     11         4 205 070         608 838   
     

 

 

    

 

 

 

Long Term Debt

        

Mortgage debt

     8, 10         639 991 955         673 889 349   

Long-term debt group

        13 919 365         30 073 709   
     

 

 

    

 

 

 

Total Long Term Debt

        653 911 321         703 963 058   
     

 

 

    

 

 

 

Current Liabilities

        

Accounts payable

     8         851 496         3 881 558   

Accrued interest

        1 919 121         1 722 290   

Current liabilities group

        1 869 068         772 960   

Other current liabilities

        710 810         12 414 112   
     

 

 

    

 

 

 

Total Current Liabilities

        5 350 495         18 790 920   
     

 

 

    

 

 

 

Total liabilities

        659 261 816         722 753 978   
     

 

 

    

 

 

 

SHAREHOLDERS’ EQUITY AND LIABILITIES

        663 466 885         723 362 816   
     

 

 

    

 

 

 

Haugesund, February 27, 2015

 

/s/ Trygve Seglem

Trygve Seglem

Chairman of the board / CEO

  

/s/ Karl Gerhard Bråstein Dahl

Karl Gerhard Bråstein Dahl

Member of the board

  

/s/ Fumitake Shishido

Fumitake Shishido

Member of the board


KNUTSEN NYK SHUTTLE TANKERS 16 AS

CASHFLOW STATEMENT

 

     2014      2013  

Total generated from operations 1)

     22 778 936         -8 599 084   

Change in working capital

     1 788 406         1 633 948   

Net cashflow from operations

     24 567 342         -6 965 136   

Invested in vessel

     -47 841         -435 164 337   

Net cashflow from investments

     -47 841         -435 164 337   

Mortgage debt

     -38 577 063         457 944 853   

Distribution from group companies

     0         11 665 031   

Change intercompany balances

     -16 154 344         18 408 678   

Net cashflow from financing

     -54 731 407         488 018 562   

Net cashflow for the year

     -30 211 906         45 889 089   

+ Cash balance per 01.01.

     46 114 709         225 620   

= Cash Balance per 31.12.

     15 902 803         46 114 709   

1) Generated from operations:

     

Result before tax

     -10 323 133         -11 090 066   

+Allocation of deferred debt issuance costs

     1 498 202         123 782   

+Realized profit/loss on foreign exchange

     3 181 467         0   

+Ordinary depreciation

     28 422 400         2 367 200   
  

 

 

    

 

 

 

= Total generated from operations

     22 778 936         -8 599 084   
  

 

 

    

 

 

 


KNUTSEN NYK SHUTTLE TANKERS 16 AS

Notes to the Financial Statement 31.12.2014

 

1 Accounting Principles

The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway.

Income

Income from the charter party is denominated in USD and is recorded in line with the earnings.

Current Assets/Current Liabilities

Fixed assets are intended for long-term ownership and use. Other assets are classified as current assets. Short-term liabilities are due within one year or tied to the operation of the vessel. Other liabilities are classified as long-term liabilities.

Current assets are valued at the lower of cost and fair value. Short-term liabilities are recorded at nominal value at the time of the entering.

Fixed Assets and Drv-Docking

Yard instalments paid on newbuildings are gradually recorded as fixed assets as the instalments are paid. All costs regarding construction supervision, construction financing (including building loan interest, and provision of guarantees), purchases beyond the yard contract regarding the individual contract are also registered.

Newbuilding contracts are valued in accordance with the lower value of capitalized value and fair value (including TC contracts entered by the newbuilding), if the loss is not considered as temporary.

The total cost of the vessel is capitalised at delivery and depreciated linearly over the expected life time.

Dry-docking expenses are capitalised and expensed over the period till the next dry-docking. This is in line with the depreciation plan of the vessel, and takes into account that the vessel is classified to operate for an additional period. Dry-docking is carried out every 5th year for vessels less than 15 years, and every 2.5 year for vessels more than 15 years. In the case of a newbuilding, a portion of the total cost of the vessel equal to the dry-docking cost is capitalised. Actual expenses related to repair and maintenance of the vessel are expensed when the work is executed.

The fixed assets are valued according to the lowest of the depreciated value and the market value unless the fall in value is assumed to be temporary.

Transactions in Foreign Currency

Income and expenditure in foreign currency are converted with the exchange rate at the time of the transaction.

All current assets and current liabilities in foreign currency are registered at the rate of exchange as per 31.12. Realised foreign exchange gain and loss are registered as financial items.

The debt is valued at the historical rate, to the extent that the future net nominal income flow exceed the borrowed

amount. To the extent that long-term debt exceeds the net nominal income flow, the unrealised foreign exchange loss on the exceeding amount is recorded.

Realized and unrealized profit and loss on foreign exchange are recorded as financial income / expenses.

Interest-bearing loan and borrowings

All loans and borrowings are initially recognized at cost, being the fair value of the consideration received net of issue costs associated with the borrowing.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the effective interest method; any difference between proceeds (net of transaction costs) and the redemption valne is recorded in the profit and loss over the period of the interest-bearing liabilities. Amortized cost is calculated by taking into account any issue costs, and any discount or premium on settlement.

Gains and losses are recognized in the net profit and loss statement when the liabilities are devalued or depreciated, as well as through the amortization process.


Tax

The tax expense in the income statement includes both tax payable and changes in deferred tax. Deferred tax is calculated at 27% on the basis of temporary differences between accounting and tax values and tax loss carried forward at the year end. Tax increasing and tax reducing temporary differences which reverse or may be reversed in the same period are assessed and netted. The company is taxed based on the shipping tax regime. This means that companies are not taxed on the basis of its operating income. However it is calculated an annual tax of 27% on the company’s net financial income. At the same time companies are within the tonnage tax scheme. Tonnage tax is classified as an operating expense. To be within the scheme the company should meet certain requirements, such as only ownership of ship/ shares in the shipping companies, and only own certain types of financial assets.

Cash flow statement

The cash flow statement is presented using the indirect method of NRS. The liquidity balance is defined as the sum of cash, bank deposits and other short term liquid deposits.

 

2 Contracts

The company has secured employment of the vessel, M/T Ingrid Knutsen, with a 10 year fix time charter contract with 5 one year options to Standard Marine Tønsberg AS (the North Sea shuttle tanker operator of ExxonMobil) after arriving the North Sea and completed shuttle tanker testing. The vessel started on the charter contract February 7, 2014. KNOT Management AS operates as a manager on behalf of the company and the vessel in accordance with management agreements.

 

3 Bank deposits

The company doesn’t have locked-up bank funds per 31.12.

 

4 Inventories

Inventories amounting to NOK 1 725 827 (NOK 8 763 512 in 2013) refer to lube oil (lube oil and bunkers in 2013) as per 31.12. The bunkers was sold to the charterer when starting the long term time-charter contract.

 

5 Fixed Assets

 

     2014      2013  

Vessel

     

Historical value 1.1.

     650 112 904         0   

Accumulated depreciation 1.1.

     2 167 000         0   

Book value 1.1.

     647 945 904         0   
  

 

 

    

 

 

 

Delivered new building

     0         650 112 904   

Additions/Disposals

     47 841         0   

Annual depreciation

     26 020 000         2 167 000   
  

 

 

    

 

 

 

Book value 31.12.

     621 973 745         647 945 904   
  

 

 

    

 

 

 

The economic life of the vessels is estimated to 25 years, and is depreciated accordingly.

 

     2014      2013  

Dry-docking

     

Capitalised dry-docking

     12 010 326         0   

Accumulated depreciation dry-docking 1.1.

     200 200         0   
  

 

 

    

 

 

 

Capitalised dry-docking 1.1.

     11 810 126         0   

Delivered new building

     0         12 010 326   

Annual depreciation

     2 402 400         200 200   
  

 

 

    

 

 

 

Book value 31.12.

     9 407 726         11 810 126   
  

 

 

    

 

 

 


6 Salary and social costs

The company has no employees and thereby no pension liabilities (under the new OTP regulation). The company hires the crew from Knutsen OAS Shipping AS.

 

     2014      2013  

Specification:

     

Salary

     15 535 850         1 686 295   

Social security taxes

     1 440 364         179 350   

Other benefits

     5 763 675         780 061   
  

 

 

    

 

 

 

Total

     22 739 889         2 645 706   
  

 

 

    

 

 

 

 

7 Financial Income and -Expenses

 

     2014      2013  

Financial Income:

     

Interest income from group/related parties

     105 134         0   

Other interest income

     4 482         1 043   
  

 

 

    

 

 

 

Total financial income

     109 616         1 043   
  

 

 

    

 

 

 

Financial expenses:

     

Interest expenses to group/related parties

     174 450         931 634   

Interest expenses

     25 325 175         1 813 807   

Guarantee expenses group

     3 945 446         301 064   

Other financial expenses

     7 407 424         757 186   
  

 

 

    

 

 

 

Total financial expenses

     36 852 496         3 803 691   
  

 

 

    

 

 

 

 

8 Balances with related parties

 

     2014      2013  

Long-term mortgage debt

     

NYK Logistics Holding (Europe B.V.)

     118 937 411         112 648 141   

Accounts payable

     

Knutsen OAS (UK) Limited

     3 364         0   

Knutsen OAS Crewing AS

     78 014         27 367   

Knutsen OAS Shipping AS

     11 707         1 140 281   
  

 

 

    

 

 

 
     93 085         1 167 648   
  

 

 

    

 

 

 

 

9 Remuneration

The company have not paid salary or any other remuneration, nor given any loan or guarantees to any lending person or board members during the year.

 

     2014      2013  

Auditors remuneration (excl. VAT):

     

Audit

     21 875         15 200   

Other services besides audit

     0         0   
  

 

 

    

 

 

 
     21 875         15 200   
  

 

 

    

 

 

 


Mortgage Debt and Financial Instruments

 

     USD      Historical rate      Rate per 31.12      NOK  

31.12.2014

           

USD-loan - first priority

     87 850 000          6,0218         6,0218         529 011 507   

USD-loan - second priority

     19 768 804          6,0164         6,0164         118 937 411   
  

 

 

          

 

 

 
     107 618 804                647 948 918   
  

 

 

          

Deferred debt issuance costs

              -7 956 963   
           

 

 

 
              639 991 955   
           

 

 

 

Current portion:

           

USD-loan

     7 150 000               43 055 575   

Deferred debt issuance costs

              -1 452 228   
           

 

 

 
              41 603 347   
           

 

 

 
     USD      Historical rate      Rate per 31.12      NOK  

31.12.2013

           

USD-loan - first priority

     95 000 000         6,0227         6,0227         572 154 000   

USD-loan - second priority

     18 834 389         5,9810         5,9810         112 648 141   
  

 

 

          

 

 

 
     113 834 389               684 802 141   
  

 

 

          

Deferred debt issuance costs

              -10 912 792   
           

 

 

 
              673 889 349   
           

 

 

 

Current portion:

           

USD-loan

     7 150 000               43 062 117   

Deferred debt issuance costs

              -1 620 263   
           

 

 

 
              41 441 854   
           

 

 

 

Estimated outstanding debt per year end 2019 is USD 72.9 million.

The USDNOK exchange rate at the year-end was 7,4299 (6,0815 i 2013).

Future income flows from fixed contracts in USD exceed debt in USD. Therefore it is not recognized foreign exchange gains and losses on USD debt on the basis of the year-end exchange rate.

The share of foreign exchange profit/loss that exceeds the future cash flow in the same currency is recorded in the profit / loss accounts. The foreign exchange loss not recorded is NOK 151.6 million, compared to a loss of NOK 7.5 million in 2013.

Security for the loans is made through assignment of the shipbuilding contract, assignment of the refund guarantee, a first, second and third priority mortgage in the vessel, assignment of insurances, charterparty assignment, factoring agreement, pledged shares in the company, pledge of deposit and guarantees from the Knutsen NYK Offshore Tankers AS and TS Shipping Invest AS.

Book valne of mortgaged assets is NOK 663 million (NOK 723 million in 2013).

The company has aimed to reduce the market risk by entering financial contracts. The company has entered long term freight contracts in USD, with the intention of having income, vessel investment and loans in the same currency in order to minimize the effects of exchange rate fluctuations.


11 Equity

Specification of the equity per 31.12.

 

     Share
capital
     Other paid-in
equity
     Total
equity
 

Equity 01.01.

     100 000         508 838         608 838   

Group contribution

     0         13 919 365         13 919 365   

Result for the year

     0         -10 323 133         -10 323 133   
  

 

 

    

 

 

    

 

 

 

Equity 31.12.

     100 000         4 105 070         4 205 070   
  

 

 

    

 

 

    

 

 

 

Share capital consist of 100 shares å NOK 1 000

The company is a wholly owned subsidiary of Knutsen NYK Offshore Tankers AS. Financial statements for the group can be obtained at company’s registered office, Smedasundet 40, 5529 Haugesund.

 

12 Shares Owned by Board Members and Affiliates

Trygve Seglem controls TS Shipping Invest AS, which owns 50 % of the parent company Knutsen NYK Offshore Tankers AS.

 

13 Tax

The company is taxed based on the shipping tax regime. This means that companies are not taxed on the basis of its operating income. However it is calculated an annual tax of 27% on the company’s net financial income. At the same time companies within the tonnage tax scheme will have to pay a tonnage tax based on the size of the company’s operated vessels, which in 2014 amounted to NOK 142 350 (NOK 11 310 in 2013). Tonnage tax is classified as an operating expense.

The company should meet certain requirements to be within the scheme, such as only ownership of ship/ shares in the shipping companies, and only own certain types of financial assets.

Below is a specification of the temporary differences at the end of the financial year.

 

     31.12.2014      Change      31.12.2013  

Loss carried forward

     -13 699 688         -7 161 419         -6 538 269   
  

 

 

    

 

 

    

 

 

 

Basis for deferred tax (benefit)

     -13 699 688         -7 161 419         -6 538 269   
  

 

 

    

 

 

    

 

 

 

Deferred. tax (benefit)

     0         0         0   
  

 

 

    

 

 

    

 

 

 

Taxable result tonnage tax scheme:

 

     2014      2013  

Net financial result

     -36 986 282         -3 615 583   

Non-taxable currency gain

     228 449         -173 887   

Non-taxable interest cost

     0         123 782   

Deductable guarantee cost registered on vessel

     0         -2 537 376   

Non-deductable interest cost

     29 596 414         2 237 072   
  

 

 

    

 

 

 

Taxable income before loss carried forward

     -7 161 419         -3 965 992   

Change in loss carried forward

     7 161 419         3 965 992   
  

 

 

    

 

 

 

Taxable income

     0         0   
  

 

 

    

 

 

 

Tax payable

     0         0   

Change in deferred tax

     0         0   
  

 

 

    

 

 

 

Tax expense

     0         0   
  

 

 

    

 

 

 


EY

Building a better working world

  

Statsautoriserte revisorer

Ernst & Young AS

 

Thormøhlens gate 53 D, NO-5006

Bergen Postboks 6163, NO-5892 Bergen

  

Foretaksregisteret: NO 976 389

387 MVA Tlf: +47 55 21 30 00

Fax: +47 55 21 30 01

www.ey.no

Medlemmer av Den norske revisorforening

To the Annual Shareholders’ Meeting of

Knutsen NYK Shuttle Tankers 16 AS

AUDITOR’S REPORT

Report on the financial statements

We have audited the accompanying financial statements of Knutsen NYK Shuttle Tankers 16 AS, which comprise the balance sheet as at 31 December 2014, the statements of income and cash flows for the year then ended and a summary of significant accounting policies and other explanatory information.

The Board of Directors’ and Chief Executive Officer’s responsibility for the financial statements

The Board of Directors and Chief Executive Officer are responsible for the preparation and fair presentation of these financial statements in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and for such internal control as the Board of Directors and Chief Executive Officer determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s interne! control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.


EY

Building a better

working world

   2

 

Opinion

In our opinion, the financial statements of Knutsen NYK Shuttle Tankers 16 AS have been prepared in accordance with laws and regulations and present fairly, in all material respects, the financial position of the Company as at 31 December 2014 and its financial performance and its cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway.

Report on other legal and regulatory requirements

Opinion on the Board of Directors’ report

Based on our audit of the financial statements as described above, it is our opinion that the information presented in the Directors’ report concerning the financial statements and the going concern assumption is consistent with the financial statements and complies with the law and regulations.

Opinion on registration and documentation

Based on our audit of the financial statements as described above, and control procedures we have considered necessary in accordance with the International Standard on Assurance Engagements (ISAE) 3000, «Assurance Engagements Other than Audits or Reviews of Historical Financial Information», it is our opinion that the Board of Directors and Chief Executive Officer have fulfilled their duty to ensure that the Company’s accounting information is properly recorded and documented as required by law and generally accepted bookkeeping practice in Norway.

Bergen, 3 March 2015

ERNST & YOUNG AS

/s/ Fredrik Gabrielsen

Fredrik Gabrielsen

State Authorised Public Accountant (Norway)

 

Exhibit 4.2

Execution version

Dated 13 October 2015

SECOND SUPPLEMENTAL AGREEMENT

between

KNUTSEN NYK SHUTTLE TANKERS 16 AS

as Borrower

and

KNUTSEN NYK OFFSHORE TANKERS AS

as Parent Guarantor

and

KNOT OFFSHORE PARTNERS LP

KNOT SHUTTLE TANKERS AS

as Replacement Guarantors

and

DNB BANK ASA

NORDEA BANK NORGE ASA

as Original Commercial Lenders, Mandated Lead Arrangers and Bookrunners

and

THE NORWEGIAN GOVERNMENT

represented by

THE NORWEGIAN MINISTRY OF TRADE, INDUSTRY AND FISHERIES

(formerly known as The Norwegian Ministry of Trade and Industry)

as Original Export Credit Lender

and

DNB BANK ASA

NORDEA BANK FINLAND PLC.

as Swap Banks

with

DNB BANK ASA

acting as Agent

 

 

Relating to a USD 90,000,000.-

term loan facility agreement dated 7 June 2012

as amended by a first supplemental agreement dated 5 February 2015

in respect of the Borrower’s vessel

“INGRID KNUTSEN”

 

 

 

LOGO


1.

  DEFINITIONS      4   

2.

  REPRESENTATION AND WARRANTIES      5   

3.

  CONDITIONS      5   

4.

  TRANSFER OF GUARANTORS AND OWNERSHIP      7   

5.

  AMENDMENTS TO THE AGREEMENT      7   

6.

  APPLICABLE LAW      7   

 

2/99


THIS SECOND SUPPLEMENTAL AGREEMENT (the “ Second Supplemental Agreement ”) is made 13 October 2015 between:

 

(1) KNUTSEN NYK SHUTTLE TANKERS 16 AS (organisation no 997 404 009), P.O Box 2017, 5504 Haugesund, Norway, as borrower (the “ Borrower ”),

 

(2) KNUTSEN NYK OFFSHORE TANKERS AS (organisation no 995 221 713), P.O Box 2017, 5504 Haugesund, Norway, as parent guarantor (the “ Parent Guarantor ”),

 

(3) KNOT OFFSHORE PARTNERS LP , with registered office at Trust Company Complex, Ajeltake Island, Ajeltake Road, Majuro, Marshall Islands MH96960 and executive office at 2 Queen’s Cross, Aberdeen, Aberdeenshire AB15 4YB, United Kingdom, and

 

  KNOT SHUTTLE TANKERS AS (organisation no 998 942 829), P.O. Box 2017, 5504 Haugesund, Norway, as replacement guarantors (together the “ Replacement Guarantors ”);

 

(4) DNB BANK ASA, (organisation no 984 851 006), acting through its office in Solheimsgaten 7 C, 5058 Bergen, Norway and NORDEA BANK NORGE ASA (organisation no 911 044 110), P.O. Box 1166 Sentrum, 0107 Oslo, Norway, as original commercial lenders (the “ Original Commercial Lenders ”),

 

(5) THE NORWEGIAN GOVERNMENT represented by THE NORWEGIAN MINISTRY OF TRADE, INDUSTRY AND FISHERIES, with registered offices at Akersgaten 13, 0158 Oslo, Norway, c/o Eksportkreditt Norge AS, Hieronymus Heyerdahls gate 1, 0160 Oslo, Norway as original export credit lender (the “ Original Export Credit Lender ”),

 

(6) DNB BANK ASA (organisation no 984 851 006), acting through its office in Solheimsgaten 7 C, 5058 Bergen, Norway and NORDEA BANK NORGE ASA (organisation no 911 044 110), P.O. Box 1166 Sentrum, 0107 Oslo, Norway as mandated lead arrangers (the “ Mandated Lead Arrangers ”),

 

(7) DNB BANK ASA (organisation no 984 851 006), acting through its office in Solheimsgaten 7 C, 5058 Bergen, Norway and NORDEA BANK FINLAND PLC. , Aleksis Kiven katu 9, FIN-00020 Nordea, Helsinki, Finland as swap banks (the “ Swap Banks ”),

 

(8) DNB BANK ASA (organisation no 984 851 006), acting through its office in Solheimsgaten 7 C, 5058 Bergen, Norway as agent (“ Agent ”),

WHEREAS:

 

A. The Lenders (as defined in the Loan Agreement) have granted the Borrower a loan in the original amount of USD 90,000,000.- pursuant to a loan facility agreement (the “ Loan Agreement ”) dated 7 June 2012 as amended by a first supplemental agreement dated 5 February 2014, entered into between the Borrower as borrower, the financial institutions and the finance parties as defined therein (the “ Finance Parties ”), the Parent Guarantor as parent guarantor, the Agent as facility agent and agent for and on behalf of the Finance Parties, DNB Bank ASA and Nordea Bank Finland Plc. as swap banks (the “ Swap Banks ”). The outstanding principal amount under the Loan Agreement is at the date hereof USD 80,775,000.-.

 

3/99


B. The Borrower has requested that the Finance Parties consent to the Borrower becoming wholly owned, directly or indirectly, by KNOT Offshore Partners LP a Marshall Islands limited partnership organised under the laws of the Marshall Islands listed on the New York Stock Exchange via its wholly-owned indirect subsidiary KNOT Shuttle Tankers AS.

 

C. Under the proposed terms, the Borrower has requested the Finance Parties’ consent to the following:

 

  (i) The transfer of ownership of the Borrower from the Parent Guarantor to KNOT Shuttle Tankers AS as contemplated by Whereas B;

 

  (ii) the release of Knutsen NYK Offshore Tankers AS as Parent Guarantor under the Loan Agreement and it being replaced by KNOT Offshore Partners LP and KNOT Shuttle Tankers AS as new guarantors under the Loan Agreement and a new pledge of shares in the Borrower to be executed by KNOT Shuttle Tankers AS, replacing the previous share pledge;

 

  (iii) certain amendments to the set of financial covenants in the Loan Agreement.

 

D. The Finance Parties have approved the Borrower’s request subject to the execution and delivery of this Second Supplemental Agreement, the Amended and Restated Facility Agreement, the Guarantees, the Share Pledge and the amended Security Documents (where relevant) and that the terms and condition of this Second Supplemental Agreement are complied with.

 

E. This Second Supplemental Agreement shall together with the Amended and Restated Facility Agreement be construed as being in all respect supplemental to the Loan Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

 

1. DEFINITIONS

 

1.01 In this agreement, unless the contexts otherwise requires, terms defined in the Loan Agreement shall bear the same meaning when used herein. In addition, the Loan Agreement means the Loan Agreement as supplemented and amended by this Second Supplemental Agreement.

 

1.02 In this Second Supplemental Agreement the following words and expressions shall have the meaning set opposite and below;

 

  “Amended and Restated Facility Agreement”

 

  means the Loan Agreement as amended and restated by this Second Supplemental Agreement in the form set out in Schedule 1 ( Form of Amended and Restated Facility Agreement ).

 

4/99


  “Effective Date”

 

  means the date when (i) the transfer of ownership of the Borrower from the Parent Guarantor to KNOT Shuttle Tankers AS has occurred, (ii) the conditions listed in Clause 3.01 have been fulfilled and (iii) the Agent has sent notice of Effective Date to the Replacement Guarantors. The Effective Date shall occur not later than 20 November 2015.

 

2. REPRESENTATION AND WARRANTIES

 

2.01 Each of the Borrower, the Parent Guarantor and the Replacement Guarantors represents and warrants to the Agent (on behalf of the Finance Parties) that the representations and warranties listed in chapter 18 in the Amended and Restated Facility Agreement are true and correct on the date hereof.

 

3. CONDITIONS

 

3.01 The obligations of the Finance Parties to accept as from the Effective Date i.a. (i) KNOT Offshore Partners LP and KNOT Shuttle Tankers AS as new Replacement Guarantors and (ii) certain amendments to the financial covenants in the Loan Agreement shall be subject to the condition that the Agent (on behalf of the Finance Parties) has received the following documents in form satisfactory to the Agent and its legal advisors (to the extent not satisfied as a condition precedent to the drawing under the Loan Agreement):

 

  (a) This Second Supplemental Agreement duly executed by the parties hereto, and

 

  (b) The Certificate of incorporation or similar in respect of the Borrower, the Parent Guarantor and each of the Replacement Guarantors, and

 

  (c) The articles of association in respect of the Borrower, the Parent Guarantor and each of the Replacement Guarantors, and

 

  (d) The Partnership Agreement for KNOT Offshore Partners LP, and

 

  (e) A certificate of good standing for KNOT Offshore Partners LP, and

 

  (f) Resolutions from the board of directors of the Borrower in respect of this Second Supplemental Agreement and the Security Documents (if required), and

 

  (g) Resolutions from the board of directors of each of the Parent Guarantor and the Replacement Guarantors in respect of the Guarantees and this Second Supplemental Agreement, and

 

  (h) A copy of the certificate of incorporation and constitutional documents of KNOT Offshore Partners UK LLC and KNOT Offshore Partners GP LLC, and

 

  (i) A duly executed Compliance Certificate, and

 

  (j) Satisfactory evidence that KNOT Offshore Partners LP is the direct or indirect owner of 100 % of the shares and voting rights in the Borrower; and

 

5/99


  (k) Satisfactory evidence that KNOT Shuttle Tankers AS is the direct owner of 100 % of the shares and voting rights in the Borrower; and

 

  (l) A copy of the Sale Purchase Agreement entered into between the Parent Guarantor and KNOT Shuttle Tankers AS in respect of the shares in the Borrower; and

 

  (m) The Security Documents listed in the Loan Agreement having been executed and registered (as applicable) with first priority in favour of the Agent, including but not limited to the following Security Documents:

 

  (i) the Share Pledge, and

 

  (ii) the Guarantees.

 

  (n) Evidence that:-

 

  (i) the Vessel is registered in the name of the Borrower in the Approved Registry, and

 

  (ii) the Mortgage is registered against the Vessel in favour of the Agent with first priority.

 

  (o) Satisfactory evidence that the Commercial Tranche has or will be reduced to USD 22,375,000.- within three (3) Business Days after the Effective Date;

 

  (p) Satisfactory evidence that the Junior Loan has or will be repaid in full within three (3) Business Days after the Effective Date;

 

  (q) Satisfactory evidence that GIEK Guarantee is in full force and effect on the Effective Date;

 

  (r) Satisfactory evidence that the Intercompany Loan has been or will be replaced by equity or group contribution in the Borrower;

 

  (s) Satisfactory evidence that all securities related to the Intercompany Loan have been released and discharged;

 

  (t) Such “Know Your Customer”- documents as the Finance Parties require for each of the Obligors; and

 

  (u) Favourable legal opinions as the Agent may require from the jurisdictions involved, including Norway and Marshall Islands.

 

3.02 Further, the obligation of the Finance Parties to accept the requests listed in Whereas C shall be subject to that the Borrower shall pay to the Agent (on behalf of the Finance Parties) on demand all costs, expenses and disbursements (including but not limited to legal fees and printing, publication and travelling expenses) incurred by the Finance Parties in negotiation, preparation and completion of this Second Supplemental Agreement and the Security Documents and the maintenance, protection and enforcement of any of their rights thereunder and the fees according to a separate fee letter issued by the Agent (on behalf of the Commercial Lenders).

 

6/99


4. TRANSFER OF GUARANTORS AND OWNERSHIP

 

4.01 With effect on and from the Effective Date and subject as aforesaid each of the parties to this Second Supplemental Agreement agree that:-

 

  (a) Each of KNOT Offshore Partners LP and KNOT Shuttle Tankers AS will execute new irrevocable, unconditional and on-demand guarantees in favour of the Agent on behalf of the Finance Parties and the Swap Banks and shall accede to the Agreement as Obligors.

 

  (b) KNOT Shuttle Tankers AS will execute a pledge of 100% of the shares in the Borrower in favour of the Agent on behalf of the Finance Parties and the Swap Banks.

 

  (c) Knutsen NYK Offshore Tankers AS shall be released as Parent Guarantor and Obligor under the Loan Agreement.

 

5. AMENDMENTS TO THE AGREEMENT

 

5.01 With effect on and from the Effective Date the Loan Agreement shall be amended and restated as set out in Schedule 1 ( Form of Amended and Restated Facility Agreement ).

 

5.02 By construing references therein to “this Loan Agreement”, “this Agreement”, “herein”, “hereunder” and like terms, they shall be construed as if the same referred to the Loan Agreement as amended hereby.

 

5.03 Subject only to the modifications set out in this Second Supplemental Agreement, the Loan Agreement and the other Finance Documents shall (subject to the provisions of Clause 5) shall remain in full force and effect and binding upon the Finance Parties, the Guarantors and the Borrower. This Second Supplemental Agreement constitutes a Finance Document in the Loan Agreement from the Effective Date.

 

5.04 In the Security Documents, any reference to the Loan Agreement shall mean the Loan Agreement as supplemented and amended by this Second Supplemental Agreement. For the avoidance of doubt, each party agree that the Security Documents shall remain in full force and effect and continue to secure the Facility notwithstanding the terms of this Second Supplemental Agreement.

 

6. APPLICABLE LAW

This Second Supplemental Agreement shall be governed by and construed in accordance with Norwegian law. The Borrower, the Parent Guarantor and each of the Replacement Guarantors accept Oslo District Court (No. Oslo tingrett ) as venue.

IN WITNESS WHEREOF the parties hereto have caused this Second Supplemental Agreement to be duly executed the day and the year above written.

 

7/99


EXECUTION PAGE

 

The Borrower :

 

KNUTSEN NYK SHUTTLE TANKERS 16 AS

 

/s/ Bjørn Sande Urtegaard

Bjørn Sande Urtegaard

Attorney-in-fact

Name in block letters

 

The Parent Guarantor :

 

KNUTSEN NYK OFFSHORE TANKERS AS

 

/s/ Bjørn Sande Urtegaard

Bjørn Sande Urtegaard

Attorney-in-fact

Name in block letters

 

The Replacement Guarantor :

 

KNOT OFFSHORE PARTNERS LP

 

/s/ John Andrew Costain

 

John Andrew Costain

Name in block letters

 

The Replacement Guarantor :

 

KNOT SHUTTLE TANKERS AS

 

/s/ Bjørn Sande Urtegaard

Bjørn Sande Urtegaard

Attorney-in-fact

Name in block letters

 

8/99


The Export Credit Lender :

 

THE NORWEGIAN GOVERNMENT

represented by THE NORWEGIAN MINISTRY

OF TRADE, INDUSTRY AND FISHERIES

by Eksportkreditt Norge AS

 

     

/s/ Erik Hoffmann-Dahl

  

 

  
Erik Hoffmann-Dahl      

Attorney-in-Fact

  

 

  
Name in block letters    Name in block letters   

The Commercial Lenders, Mandated Lead Arrangers and Bookrunners :

 

DNB BANK ASA

 

/s/ Erik Hoffmann-Dahl

Erik Hoffmann-Dahl

Attorney-in-Fact

Name in block letters

 

NORDEA BANK NORGE ASA

 

/s/ Erik Hoffmann-Dahl

Erik Hoffmann-Dahl

Attorney-in-Fact

Name in block letters

 

The Swap Banks :

 

DNB BANK ASA

 

/s/ Erik Hoffmann-Dahl

Erik Hoffmann-Dahl

Attorney-in-Fact

Name in block letters

 

NORDEA BANK FINLAND PLC.

 

/s/ Erik Hoffmann-Dahl

Erik Hoffmann-Dahl

Attorney-in-Fact

Name in block letters

 

9/99


The Agent :

 

DNB BANK ASA

/s/ Erik Hoffmann-Dahl

Erik Hoffmann-Dahl

Attorney-in-Fact

Name in block letters

 

10/99


SCHEDULE 1

Form of amended and restated Loan Agreement

Originally dated 7 June 2012

as amended by a first supplemental agreement dated 5 February 2014

and second supplemental agreement dated 13 October 2015

AMENDED AND RESTATED

USD 77,500,000.-

TERM LOAN FACILITY AGREEMENT

between

KNUTSEN NYK SHUTTLE TANKERS 16 AS

as Borrower

and

KNOT OFFSHORE PARTNERS LP

KNOT SHUTTLE TANKERS AS

as Guarantors

and

DNB BANK ASA

NORDEA BANK NORGE ASA

as Original Commercial Lenders, Mandated Lead Arrangers and Bookrunners

and

THE NORWEGIAN GOVERNMENT

represented by

THE NORWEGIAN MINISTRY OF TRADE, INDUSTRY AND FISHERIES

as Original Export Credit Lender

and

DNB BANK ASA

NORDEA BANK FINLAND PLC.

as Swap Banks

with

DNB BANK ASA

acting as Agent

 

LOGO

 

11/99


TABLE OF CONTENT

 

1.

  DEFINITIONS AND INTERPRETATION      14   

2.

  THE FACILITY      32   

3

  PURPOSE      33   

4.

  CONDITIONS OF DRAWDOWN      33   

5.

  DRAWDOWN      33   

6.

  REPAYMENT      33   

7.

  PREPAYMENT AND CANCELLATION      34   

8.

  INTEREST      37   

9.

  INTEREST PERIODS      38   

10.

  CHANGES TO THE CALCULATION OF INTEREST      39   

11.

  FEES      40   

12.

  TAX GROSS UP AND INDEMNITIES      41   

13.

  INCREASED COSTS      42   

14.

  OTHER INDEMNITIES      44   

15.

  COSTS AND EXPENSES      45   

16.

  SECURITY      45   

17.

  GIEK GUARANTEE      47   

18.

  REPRESENTATIONS      48   

19.

  INFORMATION UNDERTAKINGS      52   

20.

  FINANCIAL COVENANTS      54   

21.

  GENERAL UNDERTAKINGS      57   

22.

  VESSEL COVENANTS      61   

23.

  EVENTS OF DEFAULT      67   

24.

  CHANGES TO THE EXPORT CREDIT LENDER      71   

25.

  CHANGES TO THE COMMERCIAL LENDERS      71   

26.

  CHANGES TO THE BORROWER      74   

27.

  ROLE OF THE AGENT      74   

28.

  SHARING AMONG THE FINANCE PARTIES      77   

29.

  PAYMENT MECHANICS      79   

30.

  CALCULATIONS AND CERTIFICATES      80   

31.

  CONSENTS, AMENDMENTS AND WAIVERS      81   

 

12/99


32.

  NOTICES      82   

33.

  MISCELLANEOUS      84   

34.

  GOVERNING LAW AND JURISDICTION      85   

SCHEDULES:

 

SCHEDULE 1:

   LENDERS AND COMMITMENTS

SCHEDULE 2:

   CONDITIONS PRECEDENT

SCHEDULE 3:

   FORM OF DRAWDOWN REQUEST

SCHEDULE 4:

   FORM OF RENEWAL NOTICE

SCHEDULE 5:

   FORM OF COMPLIANCE CERTIFICATE

SCHEDULE 6 A:

   FORM OF NOTICE OF ASSIGNMENT OF THE EXPORT CREDIT TRANCHE

SCHEDULE 6 B:

   FORM OF TRANSFER CERTIFICATE

 

13/99


THIS TERM LOAN FACILITY AGREEMENT (the “ Agreement ”) was originally made the 7th day of June 2012 as amended by a first supplemental agreement dated 5 February 2014 and second supplemental agreement dated 13 October 2015 (the “ Second Supplemental Agreement ”), between:

 

(1) KNUTSEN NYK SHUTTLE TANKERS 16 AS (organisation no 997 404 009), P.O. Box 2017, 5504 Haugesund, Norway, as borrower (the “ Borrower ”),

 

(2) KNOT OFFSHORE PARTNERS LP , with registered address at Trust Company Complex, Ajeltake Island, Ajeltake Road, Majuro, Marshall Islands MH96960 and executive office at 2 Queen’s Cross, Aberdeen, Aberdeenshire AB15 4YB, United Kingdom, and

 

  KNOT SHUTTLE TANKERS AS ( organisation no 998 942 829), P.O. Box 2017, 5504 Haugesund, Norway, as guarantors (together the “ Guarantors ”);

 

(3) DNB BANK ASA (organisation no 984 851 006), acting through its office in Solheimsgaten 7 C, 5058 Bergen, Norway, NORDEA BANK NORGE ASA (organisation no 911 044 110), P.O. Box 1166 Sentrum, 0107 Oslo, Norway, as original commercial lenders (the “ Original Commercial Lenders ”),

 

(4) THE NORWEGIAN GOVERNMENT represented by THE NORWEGIAN MINISTRY OF TRADE, INDUSTRY AND FISHERIES, with registered offices at Akersgaten 13, 0158 Oslo, Norway, c/o Eksportkreditt Norge AS, Hieronymus Heyerdahls gate 1, 0160 Oslo, Norway, as original export credit lender (the “ Original Export Credit Lender ”),

 

(5) DNB BANK ASA (organisation no 984 851 006), acting through its office in Solheimsgaten 7 C, 5058 Bergen, Norway, NORDEA BANK NORGE ASA (organisation no 911 044 110), P.O. Box 1166 Sentrum, 0107 Oslo, Norway as mandated lead arrangers (the “ Mandated Lead Arrangers ”),

 

(6) DNB BANK ASA, (organisation no 984 851 006), acting through its office Solheimsgaten 7 C, 5058 Bergen, Norway, and NORDEA BANK FINLAND PLC. (            ) as swap banks (the “ Swap Banks ”),

 

(7) DNB BANK ASA, (organisation no 984 851 006), acting through its office in Solheimsgaten 7 C, 5058 Bergen, Norway as agent (“ Agent ”),

IT IS AGREED as follows:

 

1. DEFINITIONS AND INTERPRETATION

 

1.1 Definitions

In this Agreement:

“Accounting Principles”

means NORGAAP or USGAAP (as relevant).

 

14/99


“Affiliate”

means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agreement”

means this facility agreement, as it may be amended, supplemented and varied in writing from time to time, including its Schedules.

“Approved Shipbrokers”

means Clarkson Valuations, Fearnleys, Lorentzen & Stemoco, Nordic Shipping and any other shipbroker(s) the Lenders may approve.

“Approved Ship Registry”

means the Norwegian International Ship Registry, the UK Ship Register, the Danish International Ship Register or any ship registry as approved in writing by the Lenders.

“Assignment of Insurances”

means the first priority assignment agreement in respect of the Insurances (as amended, restated or supplemented from time to time) to be made between the Borrower and the Agent (on behalf of the Finance Parties and Swap Bank) in form and substance acceptable to the Agent as security for the Borrower’s obligations under this Agreement and the Swap Agreement.

“Authorisation”

means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Break Costs”

means the amount (if any)

 

(a) in respect of the Commercial Tranche;

 

  (i) the interest which the Commercial Lenders should have received for the period from the date of receipt of all or any part of its participation in the Commercial Tranche or Unpaid Sum to the last day of the current Interest Period in respect of the Commercial Tranche or Unpaid Sum, had the principal amount received been paid on the last day of that Interest Period;

 

  exceeds:

 

  (ii)

the amount which the Commercial Lenders would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the relevant interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period; and

 

15/99


(b) in respect of the Export Credit Tranche, the amount (if any) in relation to Break Cost for CIRR which the Export Credit Lender is entitled to receive under Clause 10.3 (Break Costs);

“Break Cost for CIRR”

means the amount (if any) determined by the Export Credit Lender by which:

 

(a) the net present value of the interest which the Export Credit Lender should have received by applying the CIRR Interest Rate on the Export Credit Tranche or part thereof for the period starting on the date of receipt of the Export Credit Tranche or part thereof to (and including) the respective Final Maturity Date for the Export Credit Tranche (such amount to be calculated to take into account all of the scheduled instalment Repayment Dates of Export Credit Tranche and following the agreed repayment schedule of the Export Credit Tranche, as if the Export Credit Tranche had been paid on all of the scheduled instalment Repayment Dates to and including the Final Maturity Date for Export Credit Tranche);

exceeds

 

(b) the net present value of the amount the Export Credit Lender would be able to obtain by placing an amount equal to the Export Credit Tranche or part thereof at the Prepayment Swap Rate for the period starting on the Business Day following receipt of the Export Credit Tranche or part thereof to (and including) the Final Maturity Date and following the scheduled instalment Repayment Dates.

For the purpose of this paragraph; “ Prepayment Swap Rate ” means the rate quoted on the Bloomberg Screen BTMM USD page for a period starting on the Business Day following receipt of the Export Credit Loans or a part thereof and ending on the Final Maturity Date (including) (such amount to be calculated to take into account all of the scheduled instalment Repayment Dates to and including the Final Maturity Date).

“Business Day”

means a day (other than a Saturday or Sunday) on which banks are open for business in Oslo, New York and London.

“Charterer”

means Standard Marine Tønsberg AS, a wholly owned subsidiary of ExxonMobil Exploration and Production Norway AS.

“Charterparty”

means the time charterparty dated 6 December 2011 entered into between the Charterer and the Borrower with a fixed period of 120 months from the delivery date of the Vessel at a minimum net t/c-rate of USD 46,500.- per day.

 

16/99


“Charterparty Assignment”

means a first priority assignment of the Borrower’s rights under the Charterparty, executed or to be executed by the Borrower in favour of the Agent (on behalf of the Finance Parties the Swap Banks) as security for the Finance Documents and the Swap Agreements, in the terms and form as the Agent may require.

“CIRR Interest Rate”

means the Commercial Interest Reference Rate determined by the Organisation for Economic Co-operation and Development (OECD) according to the “Arrangement on Officially Supported Export Credit” of twopointfifty per cent. (2.50 %) per annum.

“CIRR Interest Rate Period”

has the meaning as given in Clause 8.2 ( Interest rate Export Credit Tranche ).

“Code”

means the US Internal Revenue Code of 1986.

“Commercial Lender”

means:

 

(i) any Original Commercial Lender, and

 

(ii) any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 25 (changes to the Commercial Lenders)

“Commercial Management Agreement”

means the business and administrative agreement made or to be made between the Borrower and the Commercial Manager for the commercial management of the Vessels.

“Commercial Manager”

means KNOT Management AS(organisation no 996 124 916), P.O. Box 2017, 5504 Haugesund, Norway or a Subsidiary of the Sponsor.

“Commercial Tranche”

means an amount up to but not exceeding USD 22,375,000.- at the Effective Date.

“Commitment”

means:

 

(i) in relation to an Original Commercial Lender, the amount in USD set opposite its name under the heading “Commitment- Commercial Tranche” in Schedule 1 ( Lenders and Commitments ) and the amount of any other Commercial Tranche transferred to it under this Agreement;

 

17/99


(ii) in relation to an Original Export Credit Lender, the amount in USD set opposite its name under the heading “Commitment-Export Credit Tranche” in Schedule 1 ( Lenders and Commitments ) and the amount of any other Export Credit Tranche transferred to it under this Agreement;

 

(iii) in relation to any other Lender, the amount of any other Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred under this Agreement.

“Companies Act”

means the Norwegian Limited Companies Act of 13 June 1997 No. 44 (No. aksjeloven ).

“Company”

means, at any given time in relation to the Vessel, the company responsible for the Vessel compliance with the ISM Code pursuant to paragraph 1.1.2 of the ISM Code.

“Compliance Certificate”

means a certificate substantially in the form set out in Schedule 4 ( Form of Compliance Certificate ).

“Deed of Covenants”

means a deed of covenants collateral to the Mortgage executed by the Borrower in respect of the Mortgage, in the terms and form as the Agent on behalf of the Finance Parties and the Swap Banks may require.

“Default”

means an Event of Default or any event or circumstance specified in Clause 23 ( Events of Default ) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Disruption Event”

means either or both of:

 

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with a Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

 

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

 

18/99


  (i) from performing its payment obligations under the Finance Documents; or

 

  (ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

 

  and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“DOC”

means in relation to the relevant Company of the Vessel a valid document of compliance issued to such Company pursuant to paragraph 13.2 of the ISM Code.

“Earnings”

means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower and which arise out of the use of or operation of the Vessel, including (but not limited to):

 

(a) all freight, hire and passage moneys payable to the Borrower, including (without limitation) payments of any nature under any charter or agreement for the employment, use, possession, management and/or operation of the Vessel;

 

(b) any claim under any guarantees related to freight and hire payable to the Borrower as a consequence of the operation the Vessel;

 

(c) compensation payable to the Borrower in the event of any requisition of the Vessel or for the use of the Vessel by any government authority or other competent authority;

 

(d) remuneration for salvage, towage and other services performed by the Vessel payable to the Borrower;

 

(e) demurrage and retention money receivable by the Borrower in relation to the Vessel;

 

(f) all moneys which are at any time payable under the Insurances in respect of loss of earnings;

 

(g) if and whenever the Vessel is employed on terms whereby any moneys falling within paragraph a) to f) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the Vessel; and

 

(h) any other money whatsoever due or to become due to the Borrower from third parties or otherwise in relation to the Vessel.

“Effective Date”

means the effective date as set out in Clause 1.02 in the Second Supplemental Agreement.

 

19/99


“Environmental Approval”

means any permit, licence, consent, approval and other authorisations and the filing of any notification, report or assessment required under any Environmental Law for the operation of the Vessel.

“Environmental Claim”

means any claim, proceeding or investigation by any party in respect of any Environmental Law or Environmental Approval.

“Environmental Law”

means any applicable law, regulation, convention or treaty in any jurisdiction in which the Obligors and/or any Manager conduct business which relates to the pollution or protection of the environment or to the carriage of material which is capable of polluting the environment.

“Event of Default”

means any event or circumstance specified as such in Clause 23 ( Events of Default ).

“Export Credit Lender”

means:

 

(a) any Original Export Credit Lender: and

 

(b) any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 24 (changes to the Export Credit Lenders).

“Export Credit Lender’s Account”

means the Export Credit Lender’s account no 6017.04.91788 with Nordea Bank Norge AS or such other account as the Export Credit Lender may notify to the Agent, by not less than five (5) Business Days’ notice with a bank in Oslo.

“Export Credit Tranche”

means an amount up to but not exceeding USD 55,125,00.- at the Effective Date.

“FA Act”

means the Norwegian Financial Agreements Act of 25 June 1999 No. 46 (as amended).

“Facility Office”

means:

 

(i) in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or

 

20/99


(ii) in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

“Facility”

means the term loan facility made available under this Agreement as described in Clause 2.1 ( Facility ).

“Factoring Agreement”

means an agreement including a declaration of pledge entered or to be entered into between the Borrower and the Agent (on behalf of the Finance Parties and the Swap Banks) whereby the Borrower pledges to the Agent on behalf of the Finance Parties all claims arising from the Borrower’s business operation as security for the Finance Documents and Swap Agreements, in the terms and form as the Agent may require.

FATCA

means:

 

(i) sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

 

(ii) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

 

(iii) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

FATCA Application Date

means:

 

(i) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

 

(ii) in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2017; or

 

(iii) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2017,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

 

21/99


FATCA Deduction

means a deduction or withholding from a payment under a Finance Document required by FATCA.

FATCA Exempt Party

means a Party that is entitled to receive payments free from any FATCA Deduction.

“Final Maturity Date Commercial Tranche”

means 3 December 2018.

“Final Maturity Date Export Credit Tranche”

means 28 November 2025.

“Finance Documents”

means this Agreement, any Security Document, the GIEK Guarantee, the Co-ordination Agreement, the Swap Agreement, any hedging agreement and any other document designated as such by the Agent (on behalf of the Lenders) and the Borrower.

“Finance Parties”

means the Agent and the Lenders, and Finance Party means any of them .

“Financial Indebtedness”

means any indebtedness for or in respect of:

 

(a) moneys borrowed;

 

(b) any amount raised by acceptance under any acceptance credit facility;

 

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

 

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with NORGAAP or USGAAP (as relevant), be treated as a finance or capital lease;

 

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

 

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

 

22/99


(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the market to market value shall be taken into account); and

 

(h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution.

“General Partner”

means KNOT Partners GP LLC, a limited liability company organized under the laws of the Marshall Islands and having its executive office at 2 Queen’s Cross, Aberdeen, Aberdeenshire, AB15 4YB, United Kingdom being the general partner in KNOT Offshore Partners LP.

“GIEK”

means the Norwegian Guarantee Institute for Export Credits, (organisation no 974 760 908), Dronning Mauds gate 15, 0250 Oslo, Norway.

“GIEK Co-ordination Agreement”

means the co-ordination agreement to be entered into between the Lenders accepted by GIEK and the Borrower in relation to the Facility, the GIEK Guarantee and the Security Documents providing, inter alia, for certain procedures and mechanism coming into effect upon the occurrence of a Default under this Agreement.

“GIEK Guarantee”

means (i) the guarantee issued or to be issued by GIEK in favour of the Export Credit Lender securing the repayment of Export Credit Tranche and other sums due and payable to the Export Credit Lender under this Agreement and (ii) the General Conditions Buyer Credit Guarantee (December 2006 version) from GIEK.

“Guarantees”

means the irrevocable and unconditional on-demand guarantees issued or to be issued by the each of the Guarantors, as security for the Borrower’s obligations under this Agreement and the Swap Agreement.

“Guarantors”

means KNOT Offshore Partners LP and KNOT Shuttle Tankers AS.

“Holding Company”

means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“Instalment Repayment Dates”

means the dates determined in accordance with Clause 6 ( Repayment).

 

23/99


“Insurances”

means, in relation to the Vessel, all policies and contracts of insurance (which expression includes all entries of the Vessel in a protection and indemnity or war risk association) which are from time to time during the Security Period in place or taken out or entered into by or for the benefit of the Borrower (whether in the sole name of the Borrower or in the joint names of the Borrower and any other person) in respect of the Vessel or otherwise in connection with the Vessel and all benefits thereunder (including claims of whatsoever nature and return of premiums).

“Interest Payment Date”

means the last Business Day of each Interest Period.

“Interest Period”

means each period determined in accordance with Clause 9.

“ISM Code”

means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevent.

“ISPS Code”

means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization’s (IMO) Diplomatic Conference of December 2002.

“ISSC”

means an International Ship Security Certificate issued by the Classification Society confirming that the Vessel is in compliance with the ISPS Code.

“Junior Agreement”

means an agreement in respect of the Junior Facility entered into between the Borrower, Nordea Bank Norge ASA and DNB Bank ASA as lenders being in the amount of USD 3,500,000.- at the Effective Date.

“KNOP Facility Agreement”

means the USD 240,000,000 term loan facility agreement entered into or to be entered into between i.a. KNOT Shuttle Tankers 18 AS, KNOT Shuttle Tankers 17 AS and Knutsen Shuttle Tankers 13 AS as borrowers, the Guarantors as guarantors and the financial institutions listed in schedule 1 thereto as original lenders and Nordea Bank Norge ASA as agent.

“KNOP Group”

means KNOT Offshore Partners LP and its Subsidiaries and any company which after the date of this Agreement by acquisition, merger or otherwise becomes a Subsidiary.

 

24/99


“KNOT Group”

means the Sponsor and its Subsidiaries and any company which after the date of this Agreement by acquisition, merger or otherwise becomes a Subsidiary.

“Lenders”

means the Commercial Lenders and the Export Credit Lender.

“LIBOR”

means for any Interest Period

 

(a) the rate per annum equal to the offered quotation for deposits in USD ascertained by the Agent to be the rate established by the British Bankers’ Association and appearing on the Reuters screen, LIBO 01, published or reported by Reuters through its monitor service or any equivalent successor to such service at or about 11:00 a.m. (London time) on the applicable Quotation Date, and if such rate is below zero, LIBOR will be deemed to be zero, or

 

(b) if no such rate is available, the rate per annum at which the Agent in accordance with its normal practise is able to acquire USD for comparable borrowings for the relevant Interest Period in the London Interbank Euro-currency Market at about 11:00 a.m. (London time) on the applicable Quotation Date, as conclusively certified by the Agent to the Borrower, and if such rate is below zero, LIBOR will be deemed to be zero.

“Limited Partnership Agreement”

means the partnership agreement dated 15 April 2013 in respect of the limited partnership KNOT Offshore Partners LP.

“Loan”

means a loan made or to be made under this Agreement or the principal amount outstanding for the time being for that Loan.

“Management Agreements”

means the Commercial Management Agreement and the Technical Management Agreement.

“Managers”

means the Commercial Manager and the Technical Manager.

 

25/99


“Manager’s Subordination Letter”

means a letter from the Managers to the Agent in a form and substance required by the Lenders in which the Managers agree, inter alia, to subordinate all claims against the Borrower to the Borrower’s obligation to repay the Loan and any other amount owing to the Lenders under this Agreement.

“Margin”

means two point twenty-five per cent. (2.25%) per annum.

“Market Value”

means with respect to the Vessel, the fair market value of the Vessel in USD determined by calculating the arithmetic mean of two independent valuations of the Vessel obtained from two Approved Shipbrokers. Such valuations to be made – on charter free basis—with or without physical inspection of the Vessel (as the Agent may require), on the basis of a sale for prompt delivery for cash at arm’s length on normal commercial terms as between a willing buyer and seller. If the two valuations differ by a margin of over 10 %, then a third Approved Shipbroker shall provide a valuation and the fair market value shall be the authentic mean of the three valuations. All valuations shall be at the Borrower’s cost.

“Material Adverse Effect”

means, in the reasonable opinion of any of the Lenders, a material adverse effect on:

 

(a) the financial condition, property assets, nature of assets, operations, liabilities, condition (financial or otherwise) or prospects of any of the Obligors or the KNOP Group (on a consolidated basis); or

 

(b) the ability of any Obligor to perform and comply with its obligations under the Finance Documents; or

 

(c) the validity, legality or enforceability of the Finance Documents; or

 

(d) the rights or remedies of the Lenders under the Finance Documents.

“Mortgage”

a first priority UK ship mortgage over the Vessel in the amount of USD 115,000,000.- executed by the Borrower in favour of the Agent (on behalf of the Finance Parties and the Swap Banks), substantially in the terms and form as the Agent on behalf of the Finance Parties may require.

“NORGAAP”

means the Norwegian accounting requirements, practices and regulations as set out in the Norwegian Accounting Act of 17 July 1998 no. 56, and as recommended by the guidelines and standards from time to time issued by Norsk Regnskapsstiftelse.

 

26/99


“Obligors”

means the Borrower and the Guarantors.

“Operating Accounts”

means any operating account of the Borrower with the Agent hereunder but not limited to which the Earnings shall be paid from time to time.

“Original Financial Statements”

means in relation to the Obligors, the audited consolidated financial statements for the financial year ended 31 December 2014.

“Outstanding Indebtedness”

means the aggregate of all sums of money at any time and from time to time owing to the Finance Parties under or pursuant to the Finance Documents.

“Party”

means a party to this Agreement.

“Pledge of Accounts”

means a first priority pledge of the Operating Accounts entered or to be entered into between the Borrower and the Agent (on behalf of the Finance Parties and the Swap Banks), in the terms and form as the Agent may require.

“Quotation Day”

means two (2) Business Days before the first day of any period for which an interest rate is to be determined.

“Relevant Period”

means each period of twelve (12) months ending on or about the last day of the financial year of the relevant Obligor and each period of twelve (12) months ending on or about the last day of each financial quarter of the relevant Obligor.

Relevant Person

means:

 

(i) the Obligors and each of their Subsidiaries; and

 

(ii) each of their directors, officers and employees.

 

27/99


“Renewal Notice”

means a request made by the Borrower for renewal of the Loans under the Commercial Tranche, substantially in the form set out in Schedule 4 (Form of Renewal Notice).

“Repayment Date”

means a date on which a repayment instalment is required to be made pursuant to Clause 6 ( Repayment ).

“Restricted Party”

means a person that is:

 

(i) listed on any Sanctions List or targeted by Sanctions (whether designated by name or by reason of being included in a class of person); or

 

(ii) located in or incorporated under the laws of any country or territory that is the target of comprehensive, country- or territory-wide Sanctions; or

 

(iii) directly or indirectly owned or controlled by, or acting on behalf, at the direction or for the benefit of, a person referred to in (i) and/or (to the extent relevant under Sanctions) (ii) above.

“Sanctions”

means any applicable (to any Relevant Person and/or a Finance Party as the context provides) laws, regulations or orders concerning any trade, economic or financial sanctions or embargoes.

“Sanctions Authority”

means the Norwegian State, the United Nations, the European Union, the Member States of the European Union, the United States of America, and any authority acting on behalf of any of them in connection with Sanctions.

Sanctions List

means (a) the lists of Sanctions designations and/or targets maintained by any Sanctions Authority and/or (b) any other Sanctions designation or target listed and/or adopted by a Sanctions Authority, in all cases, from time to time.

“Security”

means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Documents”

means each of the documents listed in Clause 16 ( Security Documents) and any other document agreement agreed between the Parties to be a Security Document.

 

28/99


Security Interest

means any mortgage, charge (whether fixed or floating), encumbrance, pledge, lien, assignment by way of security, finance lease, sale and repurchase or sale and leaseback arrangement, sale of receivables on a recourse basis or other security interest or any other agreement or arrangement having the effect of conferring security.

“Security Period”

means the period commencing on the date of this Agreement and ending the date on which the Agent notifies the Borrower and the other Finance Parties that:

 

(a) all amounts which have become due for payment by the Borrower under the Finance Documents have been paid;

 

(b) no amount is owing or has accrued (without yet having become due for payment) under any of the Finance Documents;

 

(c) the Borrower does not have any future or contingent liability under any provision of this Agreement or the other Finance Documents; and

 

(d) the Agent and the Lenders do not consider that there is a significant risk that any payment or transaction under a Finance Document would be set aside, or would have to be reversed or adjusted, in any present or possible future proceeding relating to a Finance Document or any asset covered (or previously covered) by a Security created by a Finance Document.

“Shares”

means all the shares in the Borrower.

“Share Pledge”

means a first priority share pledge in the Shares, executed or to be executed by KNOT Shuttle Tankers AS in favour of the Agent (on behalf of the Finance Parties and the Swap Banks) as security for the Finance Documents and the Swap Agreements in the terms and form as the Agent may require.

“SMC”

means a valid safety management certificate issued for the Vessel pursuant to paragraph 13.7 of the ISM Code.

“SMS”

means a safety management system for the Vessel developed and implemented in accordance with the ISM Code and including the functional requirements duties and obligations that follow from the ISM Code.

 

29/99


“Sponsor”

means Knutsen NYK Offshore Tankers AS (organisation no 995 221 713), P.O. Box 2017, 5504 Haugesund, Norway.

“Subordinated Loan”

means any loan made by a member of the KNOP Group to the Borrower which is subordinated to the rights of the Finance Parties under the Finance Documents on terms acceptable to the Lenders.

“Subsidiary”

means a subsidiary (No. datterselskap ) within the meaning of Section 1-3 of the Companies Act.

“Swap Agreement”

means any interest rate swap, currency and/or derivatives contract agreement (including any bunkers derivatives) or agreements made or to be made between the Borrower and any of the Swap Banks.

“Tax”

means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Technical Manager”

means KNOT Management AS (organisation no 996 124 916832), P.O. Box 2017, 5504 Haugesund, Norway or a Subsidiary of the Sponsor.

“Technical Management Agreement”

means the technical management agreement made between the Technical Manager and the Borrower.

“Total Commitments”

means the aggregate of the Commitments, being originally USD 90,000,000, and USD 77,500,000.- at the Effective Date.

“Total Loss”

means, in relation to the Vessel:

the actual, constructive, compromised, agreed, arranged or other total loss of the Vessel as defined under the Nordic Marine Insurance Plan of 2013 (as amended from time to time);

 

30/99


“Total Loss Date”

means:

 

(a) in the case of an actual total loss of the Vessel, the date on which it occurred or, if that is unknown, the date when the Vessel was last heard of; or

 

(b) in the case of a constructive, compromised, agreed or arranged total loss of the Vessel, the earlier of: (i) the date on which a notice of abandonment is given to the insurers (provided a claim for total loss is admitted by such insurers) or, if such insurers do not forthwith admit such a claim, at the date at which either a total loss is subsequently admitted by the insurers or a total loss is subsequently adjudged by a competent court of law or arbitration panel to have occurred or, if earlier, the date falling three (3) months after notice of abandonment of the Vessel was given to the insurers; and (ii) the date of compromise, arrangement or agreement made by or on behalf of the Borrower with the Vessel’s insurers in which the insurers agree to treat the Vessel as a total loss; or

 

(c) in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total loss occurred.

“Transaction Documents”

means this Agreement, the Security Documents, the Management Agreements, the Managers’ Subordination Letter, the Swap Agreements, the Charterparty, the Co-ordination Agreement, the GIEK Co-ordination Agreement and the agreements or documents contemplated herein or therein.

“Unpaid Sum”

means any sum due and payable but unpaid by the Borrower under the Finance Documents.

“USGAAP”

means accounting principles generally accepted in the United States of America.

“USD”

means United States Dollars, being the lawful currency of the United States of America.

“VAT”

means value added tax as provided for in the Value Added Tax Act 2009 (No. merverdiavgiftsloven ) (as amended) and any other tax of a similar nature.

“Vessel”

means the DP2 suezmax shuttle tanker of dwt 112,000 named “Ingrid Knutsen” and registered in the name of the Borrower in an Approved Ship Registry.

 

31/99


1.2 Construction

 

(a) Unless a contrary indication appears, any reference in this Agreement to:

 

  (i) the “ Agent ”, any “ Finance Party ”, the “ Lenders ”, the “ Borrower ” or any “ Party ” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

 

  (ii) assets ” includes present and future properties, revenues and rights of every description;

 

  (iii) a “ Finance Document ” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

 

  (iv) indebtedness ” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

 

  (v) a “ person ” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

 

  (vi) a “ regulation ” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

 

  (vii) a provision of law is a reference to that provision as amended or re-enacted; and

 

  (viii) a time of day is a reference to Oslo time unless specified otherwise.

 

(b) Clause and Schedule headings are for ease of reference only.

 

(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

 

(d) A Default (other than an Event of Default) is “ continuing ” if it has not been remedied or waived and an Event of Default is “ continuing ” if it has not been waived.

 

2. THE FACILITY

 

2.1 Facility

Subject to the terms of this Agreement, the Lenders will continue to make available to the Borrower a term loan facility up to an aggregate principal amount not exceeding the Total Commitments.

 

2.2 Finance Parties’ obligations

The obligations of each Lender under this Agreement are several and neither the Agent nor any Lender shall be responsible for the obligations of any other Lender under this Agreement and the failure of any Lender to perform its obligations shall not relieve the other Lenders of any of their respective obligations or liabilities under this Agreement.

 

32/99


3 PURPOSE

 

3.1 Purpose

The Borrower shall apply all amounts borrowed by it under the Facility towards the long term part-financing of the Vessel.

 

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

 

4. CONDITIONS OF DRAWDOWN

 

4.1 Initial conditions precedent

Intentionally left blank.

 

4.2 Further conditions precedent

Intentionally left blank.

 

4.3 Waiver of conditions precedent

Intentionally left blank.

 

5. DRAWDOWN

 

5.1 Delivery of the Drawdown Request

Intentionally left blank.

 

5.2 Participation

Intentionally left blank.

 

6. REPAYMENT

 

6.1 Repayment of Commercial Tranche

 

(a) Without prejudice to the Lenders’ rights under this Agreement, the Commercial Tranche shall be repaid by 6 semi-annual equal consecutive instalments each in the amount of USD 658,000.-, the first falling due 6 months after Effective Date and by one final instalment (balloon) in the amount of USD 18,427,000.-.

 

33/99


(b) Any Outstanding Indebtedness related to Commercial Tranche is due and payable on the Final Maturity Date Commercial Tranche.

 

(c) The Borrower may not re-borrow any part of the Commercial Tranche which is repaid.

 

6.2 Repayment of Export Credit Tranche

 

(a) Without prejudice to the Lenders’ rights under this Agreement, the Export Credit Tranche shall be repaid by 24 semi-annual equal instalments each in the amount of USD 2,625,000.-, the first falling due 6 months after 2 December 2013 and on each date falling at consecutive semi-annual intervals thereafter.

 

(b) Any Outstanding Indebtedness related to Export Credit Tranche is due and payable on the Final Maturity Date Export Credit Tranche.

 

(c) The Borrower may not reborrow any part of the Export Credit Tranche which is repaid.

 

6.3 Non-refinancing of the Commercial Tranche

In the event that the Commercial Tranche is not refinanced within five Business Days prior to the Final Maturity Date Commercial Tranche, the Export Credit Tranche becomes due and payable at the Final Maturity Date Commercial Tranche.

 

7. PREPAYMENT AND CANCELLATION

 

7.1 Illegality

If, at any time, it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in a Loan:

 

(a) that Lender shall promptly notify the Agent upon becoming aware of that event;

 

(b) upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

 

(c) the Borrower shall repay that Lender’s participation in the Loan made to the Borrower on the last day of the Interest Period for the Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

 

7.2 Voluntary prepayment

The Borrower may, by giving not less than ten (10) Business Days’ prior written notice to the Agent prepay the whole or any part of the Facility (but, if in part, in an amount being a minimum of USD 5,000,000 and integral multiples thereof in each case, or in such other amounts as the Agent may from time to time agree).

 

34/99


7.3 Voluntary cancellation

The Borrower may, by giving not less than ten (10) Business Days’ prior written notice to the Agent, cancel the whole or any part of the Facility in minimum amounts of USD 5,000,000, or in such other amounts as the Agent may from time to time agree.

 

7.4 Mandatory prepayment due to a sale, Total Loss or termination of the Charterparty

Upon;

 

(a) termination of the Charterparty; or

 

(b) a sale of the Vessel (after the Lenders’ written consent); or

 

(c) a Total Loss,

then all amounts outstanding on this Agreement shall be due and payable and be immediately repaid in full. Any amounts not drawn shall be cancelled.

 

7.5 Mandatory prepayment due to change of ownership

If either;

 

(i) KNOT Offshore Partners LP does not own or is not able to vote for (directly or indirectly) all of the shares in the Borrowers;

 

(ii) KNOT Offshore Partners LP does not own or is not able to vote for (directly or indirectly) all of the shares in KNOT Shuttle Tankers AS;

 

(iii) the Sponsor does not own or is not able to vote for (directly or indirectly) all of the shares in General Partner;

 

(iv) the Sponsor does not own at least 25% of all the units in KNOT Offshore Partners LP (capital and voting rights to be subject to the limitations on voting rights relating to election of board members, amendments and certain other matters as set out in the limited partnership agreement entered into in relation to KNOT Offshore Partners LP);

 

(v) TS Shipping Invest AS (or a 100 % owned subsidiary of TS Shipping Invest AS) and NYK Logistics Holding (Europe) B.V. (or another 100 % owned subsidiary of Nippon Yusen Kabushiki Kaisha) ceases to own in aggregate 51 % of the shares in the Sponsor;

 

(vi) Mr Trygve Seglem and his immediate family ceases to beneficially own less than 100 % of the shares in TS Shipping Invest AS;

 

(vii) Nippon Yusen Kabushiki Kaisha ceases to beneficially own (directly or indirectly) less than 100 % of the shares in NYK Logistics Holding (Europe) B.V.;

 

35/99


(viii) any person or group of persons acting in concert (other than the Sponsor and/or any of its wholly owned Subsidiaries) acquires, legally or beneficially, and either directly or indirectly, more than 33.33 per cent. of the capital or voting rights in KNOT Offshore Partners LP,

then all amounts outstanding on this Agreement shall be due and payable and be immediately repaid in full. Any amounts not drawn shall be cancelled.

 

7.6 Mandatory prepayments - cessation of GIEK Guarantee

If, for any reason whatsoever, the GIEK Guarantee ceases to be legally valid and binding or have full force and effect, and is not replaced with a for the Export Credit Lender satisfactory bank guarantee, the Lenders may cancel their Commitments and declare the outstanding amounts under the Commercial Tranche and Export Credit Tranche, together with all accrued interest, fees, costs and expenses immediately due and payable.

 

7.7 Terms and conditions of prepayment (both voluntary and mandatory)

 

(a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

 

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

 

(c) Any prepayment and/or cancellation made under Clause 7 shall be applied pro rata against the Loans under the Commercial Tranche and Export Credit Tranche and against the remaining instalments thereof (including the balloon) in the inverse order of maturity.

 

(d) The Borrower may not re-borrow any part of a Loan which is prepaid.

 

(e) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

 

(f) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

 

(g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

 

(h) If all or part of a Loan is repaid or prepaid, an amount of the Commitments in respect of the Facility equal to the amount of the Loan which is repaid or prepaid will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders ratably under the Facility.

 

36/99


8. INTEREST

 

8.1 Interest rate - Commercial Tranche

The rate of interest on the Commercial Tranche for each Interest Period is the rate per annum determined by the Agent to be the aggregate of the Margin and LIBOR.

 

8.2 Interest rate - Export Credit Tranche

The rate of interest on the Export Credit Tranche for each Interest Period is the CIRR Interest Rate of 2.50 % per annum fixed for the entire duration of Export Credit Tranche (the “CIRR Interest Rate Period”).

 

8.3 Due dates

Accrued interest on the Loans outstanding at the beginning of the relevant Interest Period is payable by the Borrower on each Interest Payment Date.

 

8.4 Default interest - Commercial Tranche

In the event of the Borrower not making payment of any amounts due under the Commercial Tranche on the due date thereof, the Borrower shall pay interest on such amounts from the due date up to the date of actual payment at a rate to be determined by the Agent to be the aggregate sum of 2 percentage points per annum and the Margin plus documented costs the Commercial Lenders will incur in financing such sums for such periods as the Commercial Lenders shall determine. If any Event of Default has occurred and is continuing under the Agreement and notice thereon has been sent from the Agent to the Borrower, all outstanding amounts shall be deemed overdue and default interest (as specified above) will be calculated and is payable forthwith upon demand from the Agent.

 

8.5 Default Interest – Export Credit Tranche

In the event, for any reason, the Borrower fails to pay any amount payable by it under any Financing Document in respect of the Export Credit Tranche on its due date, the Borrower shall pay interest on any such overdue amount at the rate of the higher of (i) the CIRR Interest Rate plus 2 percentage points per annum or (ii) 6 months LIBOR plus 2 percentage points per annum from the due date to the actual date of payment.

Default interest (if unpaid) arising on an overdue amount will be compounded monthly with the overdue amount at the end of each monthly period applicable to that overdue amount but will remain immediately due and payable. Interest on delayed payments shall be calculated on the basis of actual days elapsed and a year of three hundred and sixty (360) days and shall be paid together with the overdue amount or upon the Agent’s written demand.

 

8.6 Default interest - GIEK

In the event if the Borrower fails to pay the fees, costs or commission to GIEK on the due date thereof, the Borrower shall pay interest on such amount according to the Act relating to Interest on Overdue Payments.

 

37/99


8.7 Notification

The Agent shall promptly notify each relevant Party of the determination of a rate of interest under this Agreement.

 

8.8 Effective Interest Rate

It is not possible to calculate the effective interest rate on this Agreement in advance. The Lenders are nevertheless, according to the Finance Contracts Act (Finansavtaleloven) obliged to give a representative example. LIBOR for six months was at 29 May 2012 0.736 % per annum. Provided unaltered LIBOR and the Margin for the duration of the Commercial Tranche, the effective interest rate for the Commercial Tranche will be approx.4.644 % per annum. In respect of the Export Credit Tranche the effective interest will be 4.038 % per annum.

 

9. INTEREST PERIODS

 

9.1 Duration-Export Credit Tranche

Each Interest Period for Loans under the Export Credit Tranche shall have a duration of six—6—months.

 

9.2 Duration and selection-Commercial Tranche

 

(a) The Borrower shall, by serving the Renewal Notice to the Agent not later than 10:00 a.m. (London time) five Business Days before the beginning of each Interest Period, specify the duration of that Interest Period. The Renewal Notice shall constitute a representation and warranty to the effect that, on the date of that notice, the representations and warranties in Clause 18 remain true and correct and that no Default has occurred and is continuing or is threatening.

 

(b) Subject to the following provisions of this Clause 9 each Interest Period shall be for a period of three or six months, or such other period acceptable to the Commercial Lenders.

 

(c) If the Borrower fails to select an Interest Period in accordance with paragraph (a) above, that Interest Period will, subject to the other provisions of this Clause 9, be three (3) months.

 

9.3 Non-Business Days

If an Interest Period would end on a day which is not a Business Day, that Interest Period shall instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

 

38/99


9.4 No overrunning

If an Interest Period for the Loan at any time would otherwise overrun a Repayment Date, it shall be shortened so that it ends on the Repayment Date for a portion of the Loan corresponding to the amount of the Loan to be repaid on that Repayment Date.

 

9.5 Notification

The Agent shall notify the Lenders of the duration of each Interest Period promptly after ascertaining its duration.

 

10. CHANGES TO THE CALCULATION OF INTEREST

 

10.1 Market disruption

 

(a) If a Market Disruption Event occurs in relation to the Loan for any Interest Period, then the rate of interest on each Lender’s share of the Loans for the Interest Period shall be the rate per annum, which is the sum of:

 

  (i) the Margin; and

 

  (ii) the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Loan from whatever source it may reasonably select.

 

(b) In this Agreement “ Market Disruption Event ” means:

 

  (i) at or about 11.00 a.m. London time on the Quotation Day for the relevant Interest Period LIBOR is not available; or

 

  (ii) before close of business in London on the Quotation Day for the relevant Interest Period, the Facility Agent receives notifications from a Lender or Lenders (whose participations in the Loan in aggregate exceed 50 per cent of the Commercial Tranche) that the cost to it of obtaining matching deposits in the London interbank market would be in excess of LIBOR.

 

(c) The Agent will notify the Borrower as soon as reasonably possible after becoming aware of a Market Disruption Event.

 

10.2 Alternative basis of interest or funding

 

(a) If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest for the Commercial Tranche.

 

39/99


(b) Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of the relevant Lender and the Borrower, be binding on all parties.

 

10.3 Break Costs

 

(a) The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrower on an other than agreed day or in other than agreed amounts for that Loan or Unpaid Sum.

 

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any CIRR Interest Period or any Interest Period in which they accrue.

 

11. FEES

 

11.1 Arrangement fee - the Commercial Tranche

Intentionally left blank.

 

11.2 Flat fee - the GIEK Guarantee

Intentionally left blank.

 

11.3 Agency Fee

The Borrower shall pay to the Agent a non refundable yearly agency fee of USD 25,000.-, payable to the Agent upon the first drawdown date of the Facility and on each anniversary thereafter during the Security Period.

 

11.4 Commitment fee - Commercial Tranches

Intentionally left blank.

 

11.5 Commitment fee - GIEK Guarantee

Intentionally left blank.

 

11.6 Guarantee commission

The Borrower shall pay to the Agent (for distribution to GIEK) a guarantee commission of 1,35 % per annum of the outstanding amounts under the GIEK Guarantee, payable six months after the relevant drawdown date for the Export Credit Tranche and thereafter semi-annually in arrears.

 

11.7 Structuring fee - Mandated Lead Arrangers

Intentionally left blank.

 

40/99


12. TAX GROSS UP AND INDEMNITIES

 

12.1 Tax gross-up

All payments to be made by the Borrower hereunder shall be made free and clear of and without deduction for or on account of any present or future Taxes of any nature now or hereafter imposed on the Borrower unless the Borrower is compelled by law to make payment subject to any such Taxes. In that event the Borrower shall (i) pay to the Agent (on behalf of the Lenders) such additional amounts as may be necessary to ensure that the Lenders receive a net amount equal to that which they would have received had such payment not been made subject to any Taxes, and (ii) deliver to the Agent (on behalf of the Lenders) within ten (10) Business Days of any request by it an official receipt in respect of the payment of any Taxes so deducted.

 

12.2 Stamp taxes

The Borrower shall pay and, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

 

12.3 Value added tax

All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party). Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT.

 

12.4 FATCA information

 

(a) Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

 

  (i) confirm to that other Party whether it is:

 

  (A) a FATCA Exempt Party; or

 

  (B) not a FATCA Exempt Party; and

 

  (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA.

 

41/99


(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

 

(c) Paragraph (a) above shall not oblige any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of:

 

  (i) any law or regulation;

 

  (ii) any fiduciary duty; or

 

  (iii) any duty of confidentiality.

 

(d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then:

 

  (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and

 

  (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100 per cent.,

until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

 

12.5 FATCA Deduction

 

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

 

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition, shall notify the Company, the Agent and the other Finance Parties.

 

13. INCREASED COSTS

 

13.1 Increased costs

 

(a) Subject to Clause 13.3 ( Exceptions ) the Borrower shall, within three (3) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

 

42/99


(b) In this Agreement “ Increased Costs ” means:

 

  (i) a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

 

  (ii) an additional or increased cost; or

 

  (iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its commitment or funding or performing its obligations under any Finance Document.

 

13.2 Increased cost claims

 

(a) A Finance Party intending to make a claim pursuant to Clause 13 ( Increased costs ) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

 

(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

 

13.3 Exceptions

 

(a) Clause 13.1 ( Increased costs ) does not apply to the extent any Increased Cost is:

 

  (i) attributable to a Tax Deduction required by law to be made by an Obligor;

 

  (ii) attributable to a FATCA Deduction required to be made by a Party;

 

  (iii) compensated for under any other provision of this Agreement, other than any provision for the payment of interest, instalments, reductions or fees hereunder (or would have been compensated for under any such provision but was not so compensated solely because any of the exclusions in any such provision applied); or

 

  (iv) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

 

(b) In this Clause 13.3, a reference to a “Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

 

43/99


14. OTHER INDEMNITIES

 

14.1 Currency indemnity

 

(a) If any sum due from the Borrower under the Finance Documents (a “ Sum ”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “ First Currency ”) in which that Sum is payable into another currency (the “ Second Currency ”) for the purpose of:

 

  (i) making or filing a claim or proof against the Borrower;

 

  (ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower shall as an independent obligation, within three (3) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

 

(b) the Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

 

14.2 Other indemnities

The Borrower shall within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss, or liability for Break Cost incurred by that Finance Party as a result of:

 

(a) the occurrence of any Event of Default;

 

(b) a failure by the Borrower to pay any amount due under a Finance Document on its due date;

 

(c) funding, or making arrangements to fund, its participation in the Facility requested by the Borrower in the drawdown request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

 

(d) the Facility (or part of the Loan Facilities) not being prepaid in accordance with a notice of prepayment given by the Borrower.

 

14.3 Indemnity to the Agent

The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

 

(a) investigating any event which it reasonably believes is a Default; or

 

44/99


(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

 

15. COSTS AND EXPENSES

 

15.1 Transaction expenses

The Borrower shall promptly on demand pay the Agent for distribution to the Finance Parties and GIEK the amount of all costs and expenses (including but not limited to travelling expenses, legal fees and administration fees) reasonably incurred by any of them in connection with:

 

(a) any environmental or other due diligence investigations or assessments undertaken by any of the Agent and/or the Lenders in connection with the transactions contemplated by this Agreement and the Security Documents;

 

(b) the negotiation, preparation, printing, execution of this Agreement, the Security Documents and any other documents referred to in this Agreement; and

 

(c) the negotiation, preparation, printing, execution of any other Finance Documents executed after the date of this Agreement.

 

15.2 Amendment and enforcement costs

The Borrower shall, within three (3) Business Days of demand, reimburse the Agent or another Finance Party and GIEK for the amount of all costs and expenses (including but not limited to legal fees and administration fees) reasonably incurred by it in connection with:

 

(a) the granting of any release, waiver or consent under the Finance Documents;

 

(b) any amendment or variation of any of the Finance Documents; and

 

(c) the preservation, protection, enforcement or maintenance of, or attempt to preserve or enforce, any of the rights of the Finance Parties under the Finance Documents, in each case irrespective of whether actual enforcement steps are taken by any secured party under any of the Finance Documents.

For the avoidance of doubt, costs payable by the Borrower under Clause 15.1 ( Transaction expenses ) and this Clause 15.2 remain payable whether or not any portion of the Facility is ever advanced.

 

16. SECURITY

 

16.1 The Facilities

 

(a) The obligations and liabilities of the Obligors under this Agreement and the other Finance Documents, including without limitation any derived liability whatsoever of the Borrower towards the Finance Parties in connection therewith, shall be secured by:

 

  (i) the Mortgage;

 

45/99


  (ii) the Assignment of Insurances;

 

  (iii) the Charterparty Assignment;

 

  (iv) the Factoring Agreement;

 

  (v) the Share Pledge;

 

  (vi) the Pledge of Account, and

 

  (vii) the Guarantees.

 

16.2 Export Credit Tranche

In addition to the Security Documents listed in Clause 16.1 above, the Borrower’s obligations in respect of Export Credit Tranche shall additionally be secured by the GIEK Guarantee.

 

16.3 Perfection

The Borrower undertakes that the above Security Documents are being duly executed by the parties thereto in favour of the Agent (on behalf of the Finance Parties), legally valid and in full force and effect, and to execute or procure the execution of such further documentation as the Agent may reasonably require in order for the relevant Finance Parties to maintain the security position envisaged hereunder.

 

16.4 Pari Passu

The Security Documents set out in Clause 16.1 shall secure the Lenders on a pari passu basis in relation to their proportionate share of the Loans.

 

16.5 Set-off

 

(a) A Finance Party may, to the extent permitted by law, set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

 

(b) The Borrower hereby agrees and accepts that this Clause 16.5 shall constitute a waiver of the provisions of Section 29 of the FA Act and further agrees and accepts, to the extent permitted by law, that Section 29 of the FA Act shall not apply to this Agreement.

 

16.6 Junior Agreement

Intentionally left blank.

 

46/99


16.7 Swap Agreement

If the Borrower enters into any Swap Agreement with a Swap Bank, the Borrower’s obligations under such Swap Agreement shall be secured by the Security Documents listed in 16.1 above.

Each Swap Bank hereby declares and agrees that:

 

(i) its rights under the Security Documents in relation to any Swap Agreements shall always be subordinated to and rank in priority behind the rights of the Finance Parties; and

 

(ii) it shall not take any action to enforce any of its rights under any Security Document unless and until all monies outstanding to the other Finance Parties have been fully and irrevocably paid and discharged in full and no Commitment is longer in force.

 

17. GIEK GUARANTEE

 

17.1 Claims under the GIEK Guarantee

 

(a) The Borrower irrevocably and unconditionally authorises GIEK to pay any claim made or purported to be made under the GIEK Guarantee and which appears on its face to be in order (a “claim”).

 

(b) The Borrower shall immediately on demand pay to the Agent (for further distribution to GIEK) an amount equal to the amount of any claim.

 

(c) The Borrower acknowledges that GIEK:

 

  (i) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and

 

  (ii) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

 

(d) The obligations of the Borrower under this clause will not be affected by:

 

  (i) the sufficiency, accuracy or genuineness of any claim or any other document; or

 

  (ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document.

 

17.2 Subrogation

 

(a) GIEK shall when all or a part of the amounts have been irrevocably and unconditionally paid under the GIEK Guarantee, automatically without any notice or formalities of any kind, have the right of subrogation, corresponding to the amounts paid under the GIEK Guarantee, into the rights of the Export Credit Lender under the Finance Documents. The Borrower waives any right to dispute or delay a subrogation of the rights of the Export Credit Lender under this Agreement to GIEK, and the Borrower undertakes to sign and execute any document reasonably required by GIEK in connection with a subrogation as aforesaid.

 

47/99


(b) In the event that a subrogation right should occur and all of Export Credit Tranche and all amounts outstanding under this Agreement irrevocably and unconditionally have been paid to the Export Credit Lender, the Export Credit Lender shall assign its rights pursuant to the Finance Documents to GIEK (or whomsoever they choose to nominate), who shall become party to the Finance Documents and thereby replacing the Export Credit Lender in all respects, and any settlement in case of realization of the assets of the Borrower shall be made between GIEK and the Commercial Lenders (or whomsoever they choose to nominate) on a pari passu basis based on such parties’ proportionate shares subject always to Clause 29.5 (Partial Payments).

 

18. REPRESENTATIONS

Each Obligor makes the representations and warranties set out in this Clause 18 to the Finance Parties on the date of this Agreement.

 

18.1 Status and ownership

 

(a) The Borrower is a duly constituted and properly incorporated private company with limited liability under Norwegian law with a share capital of NOK 100,000.- wholly owned by KNOT Shuttle Tankers AS.

 

(b) KNOT Shuttle Tankers AS is a duly constituted and properly incorporated company with limited liability under Norwegian law, owned 100% by KNOT Offshore Partners LP (directly or indirectly).

 

(c) KNOT Offshore Partners LP is a limited partnership duly organized under Marshall Islands law, owned at least 25% by the Sponsor (directly or indirectly).

 

(d) The General Partner is a limited liability company duly organized under Marshall Islands law, wholly-owned by the Sponsor.

 

(e) The Sponsor is a duly constituted and properly incorporated company with limited liability under Norwegian law, owned 50 % by TS Shipping Invest AS and 50 % by NYK Logistics Holding (Europe) B.V.

 

(f) NYK Logistics Holding (Europe) B.V. is wholly owned by Nippon Yusen Kabushiki Kaisha.

 

(g) TS Shipping Invest AS is wholly owned by Mr Trygve Seglem and his immediate family.

 

18.2 Binding obligations

The Transaction Documents to which it is a party constitute legal, valid, binding and enforceable obligations, and no registration, filing, payment of tax or fees or other formalities are necessary or desired to render the Transaction Documents enforceable against it, and in respect of the Vessel, for the Mortgage to constitute a valid and enforceable first priority mortgage over the Vessel.

 

48/99


18.3 No conflict

The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents do not and will not conflict with:

 

(a) any present law or regulation or judicial or official order (including Directive 1905/60/EC of the European Parliament and of the Council of the European Communities Union of 26 October 1905, implemented to combat money laundering);

 

(b) its constitutional documents; or

 

(c) any agreement or instrument binding upon it or any of its assets.

 

18.4 Power and authority

Each of the Obligors has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents to which it is a party and the transactions contemplated by those Transaction Documents.

 

18.5 Authorisations

All authorisations, consents, licenses, approvals or exemptions of any governmental or regulatory authority, bureau or agency in Norway required in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the Transaction Documents and any other agreements and instruments required or contemplated hereunder have been delivered to the Lenders and the Agent are in full force and effect, and any condition contained therein or otherwise applicable thereto has been or will at the appropriate time be complied with and fulfilled during the life of this Agreement.

 

18.6 Payment of taxes

It has fully paid, when due, any and all taxes incurred to date in connection with the operation of its business, ownership or use of any of its assets, and conduct of its affairs on its premises, except for income and property taxes and assessments which are being contested in good faith and with due diligence, with adequate cash reserves in excess of the contested tax balances, in which case such balances will be paid before any tax liens ripen.

 

18.7 No default

 

(a) No Event of Default is continuing or might reasonably be expected to result from the continuation of the Loan.

 

(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which has a Material Adverse Effect or prevents the Obligors’ ability to comply with its obligations under the Finance Documents.

 

49/99


18.8 No misleading information

 

(a) Any factual information provided was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

 

(b) Nothing has occurred or been omitted and no information has been given or withheld that results in the information provided being untrue or misleading.

 

18.9 Financial statements

 

(a) Its Original Financial Statements were prepared in accordance with NORGAAP or USGAAP (as relevant) consistently applied.

 

(b) Its Original Financial Statements fairly represent its financial condition and operations during the relevant financial year.

 

(c) There has been no material adverse change in its business or financial condition since 31 December 2014.

 

18.10 Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

 

18.11 No proceedings pending or threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have been started or threatened against it.

 

18.12 Environmental compliance

Each of the Obligors (and each of its affiliated companies) and the Managers have performed and observed all Environmental Laws, Environmental Approvals and all other covenants, conditions, restrictions or agreements directly or indirectly concerned with any contamination, pollution or waste or the release or discharge of any toxic or hazardous substance in connection with its ongoing operations.

 

18.13 Payment of taxes

It has fully paid, when due, any and all taxes incurred to date in connection with the operation of its business, ownership or use of any of its assets, and conduct of its affairs on its premises, except for income and property taxes and assessments which are being contested in good faith and with due diligence, with adequate cash reserves in excess of the contested tax balances, in which case such balances will be paid before any tax liens ripen.

 

50/99


18.14 No winding up

No corporate action has been taken by it, nor have any steps been taken or legal proceedings been started or threatened against it (unless contested in good faith), for its winding-up, dissolution, administration or re-organisation or for the appointment of a receiver, administrator or liquidator of it or of any or all of its assets or revenues.

 

18.15 Environmental Claims

No Environmental Claim has been commenced or (to the best of the Obligor’s knowledge and belief) is threatened against any of the Obligors (or any of its affiliated companies) or any of the Managers.

 

18.16 ISM Code and ISPS Code compliance

All requirements of the ISM Code and the ISPS Code as they relate to the Obligors, each of their affiliated companies and the Managers have been complied with.

 

18.17 Governing law and enforcement

 

(a) The choice of governing law of the Finance Documents will be recognized and enforced in its relevant jurisdictions.

 

(b) Any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognized and enforced in its Relevant Jurisdictions.

 

18.18 No money laundering

Each of the Obligors is acting for its own account in relation to the Facility and in relation to the performance and the discharge of its obligations and liabilities under the Finance Documents and the transactions and other arrangements effected or contemplated by the Finance Documents to which each of the Obligors is a party, and the foregoing will not involve or lead to contravention of any law, official requirement or other regulatory measure or procedure implemented to combat money laundering (as defined in Article 1 of the Directive (91/308/EEC) and Directive 1901/97 of the European Parliament and of 4 December 1901 amending Council Directive 91/308 and Directive 1905/60/EC), and each of the Obligors will comply with all applicable laws and regulations relating to corruption and bribery.

 

18.19 Laws and regulations

Each of the Obligors and parties acting on its behalf shall observe and abide with all applicable laws and regulations applicable to it, inter alia to bribery and corrupt practices and to SOLAS conventions, and it further confirms that it is aware of the Norwegian Penal Code §276 a – 276 c (“Straffeloven”) pursuant to which bribery and participation in bribery may be charged with penalties of fines or up to three years of imprisonment or up to ten years of imprisonment in severe cases and that the Penal Code criminalizes bribery in the public as well as the private sector.

 

51/99


18.20 Sanctions

No Relevant Person is:

 

(i) a Restricted Party;

 

(ii) in breach of Sanctions; or

 

(iii) to its knowledge subject to or involved in any complaint, claim, proceeding, formal notice, investigation or other action by any regulatory or enforcement authority or third party concerning any Sanctions.

 

18.21 Repetition

The representations set out in this Clause 18 are made by each of the Obligors on the Effective Date and are deemed to be repeated by reference to the facts and circumstances then existing on the date of each Renewal Notice and on the first day of each Interest Period and in each Compliance Certificate forwarded to the Agent pursuant to Clause 19.2 ( Compliance Certificate ) (or, if no such Compliance Certificate is forwarded, on each day such certificate should have been forwarded to the Agent at the latest).

 

19. INFORMATION UNDERTAKINGS

The undertakings in this Clause 19 remain in force from the date of this Agreement and for so long as any amount is outstanding under the Finance Documents.

 

19.1 Financial statements

 

(a) Each Obligor shall supply to the Agent in sufficient copies for all of the Lenders:

 

  (i) as soon as reasonably practicable after the same are available (and in any event no later than 150 days after each year-end) the audited unconsolidated and consolidated accounts of the Obligors for that financial year; and

 

  (ii) as soon as reasonably practicable after the same are available (and in any event no later than 90 days after each quarter) the unaudited unconsolidated and consolidated accounts of the Borrower and KNOT Offshore Partners LP, and

 

  (iii) as soon as practicable (but in any event prior to 31 January each year) budget, projections including profit and loss, balance sheet and cash flow forecasts including supporting schedules and calculations for the KNOP Group (on a consolidated basis).

 

(b) The financial statements which shall be delivered to the Agent pursuant to sub-paragraphs (ii) and (iii) above shall have been prepared in accordance with the Accounting Principles or, if not, such financial statements shall be accompanied by a certificate setting out the adjustments to be made, and showing such adjustments as having been made, as are necessary to produce the amounts and totals in such accounts that would have been produced if the Accounting Principles had been applied.

 

52/99


19.2 Compliance Certificate

The Obligors shall supply quarterly within 150 days after each year-end and 90 days after each 30 March, 30 June and 30 September to the Agent, together with each set of annual and quarterly financial statements delivered pursuant to Clause 19.1 ( Financial statements ), a Compliance Certificate signed by CFO of the Obligors setting out (in reasonable detail) computations as to compliance with Clause 20 ( Financial covenants ) as at the date at which those financial statements were drawn up.

 

19.3 Notification of litigations

The Obligors shall supply the Agent promptly upon becoming aware of them, relevant details of any litigation, arbitration or administrative proceedings which are current or, to its knowledge, threatened or pending against each of the Obligors and which might, if adversely determined, be reasonably expected to have a Material Adverse Effect, and further details of any such matters previously disclosed to the Agent, if the likelihood of an adverse determination has increased, as the Agent may reasonably request.

 

19.4 Notification of default

The Obligors shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

 

19.5 Financial information

The Obligors shall supply the Agent with such financial information as the Agent may reasonably request regarding the financial condition and operations or other information of the Obligors and which can be delivered without breach of confidentiality, including but not limited to, all documents dispatched by it to its shareholders or creditors generally at the same time as they are so dispatched. Further the Obligors shall supply the Agent with such other information regarding the financial condition, business and operations of any member of the KNOP Group as the Agent may reasonably request.

 

19.6 Know Your Customer Requirements

The Borrower must promptly on the request of the Agent supply to the Agent any documentation or other evidence which is reasonably requested by the Agent to enable the Lenders to carry out and be satisfied with the results of all applicable know-your-customer requirements.

 

19.7 Notification of Environmental Claims

The Borrower shall inform the Agent in writing as soon as reasonably practicable upon becoming aware of the same:

 

(a) if any Environmental Claim has been commenced or (to the best of the Borrower’s knowledge and belief) is threatened against the Obligors, the Technical Manager or the Vessel; and

 

53/99


(b) of any fact and circumstances which will or are reasonably likely to result in any Environmental Claim being commenced or threatened against the Obligors, the Technical Manager or the Vessel,

where the claim would be reasonably likely, if determined against any of the Obligors or the Vessel, to have a Material Adverse Effect.

 

19.8 Report on Market Value

The Market Value shall be reported semi-annually within 20 Business Days after each half year end to the Agent (on behalf of the Finance Parties) based on semi-annual valuations obtained or at any other time after the occurrence of a Default at the request of the Agent (on behalf of the Finance Parties), for the cost of the Borrower.

 

20. FINANCIAL COVENANTS

 

20.1 Definitions

For the purposes of the financial covenants set out herein, the following definitions shall apply:

“Book Equity”

means the book value of equity as determined in accordance with the Accounting Principles.

“Cash and Cash Equivalents”

means, at any time, the aggregate amount of:

 

  (i) cash in hand or on deposit with any bank or financial institution;

 

  (ii) 2/3 of the available facility in respect of the revolving facility in the amount of up to USD 20,000,000.- under the KNOP Facility Agreement; and

 

  (iii) cash equivalents (as reported in accordance with NORGAAP or USGAAP (as relevant)),

to which any member of the KNOP Group is alone (or together with another member of the KNOP Group) beneficially entitled at that time and which is not issued or guaranteed by a member of the KNOP Group or subject to any security (other than Security arising under the Security Documents).

“Current Assets”

means the aggregate value of the KNOP Group’s (on a consolidated basis) or the Borrower’s (as the case may be) assets, which are treated as current assets in accordance with NORGAAP or USGAAP (as relevant).

 

54/99


“Current Liabilities”

means the aggregate amount of the KNOP Group’s (on a consolidated basis) or the Borrower’s (as the case may be) liabilities, which are treated as current liabilities in accordance with NORGAAP or USGAAP (as relevant), but excluding instalments on long-term debt and Finance Leases which fall due during the next twelve months.

“EBITDA”

means, in respect of any Relevant Period, earnings before interest, taxation, depreciation and amortisation, not taking into account any exceptional or extraordinary items.

“Finance Charges”

means, for any Relevant Period, the aggregate amount of the accrued interest in respect of Borrowings paid or payable by any member of the KNOP Group (calculated on a consolidated basis) in cash in respect of that Relevant Period:

 

  (i) including the interest (but not the capital) element of payments in respect of Finance Leases;

 

  (ii) including any commission, fees, discounts and other finance payments payable by (and deducting any such amounts payable to) any member of the KNOP Group under any interest rate hedging arrangement; and

 

  (iii) excluding any capitalised interest in respect of any Subordinated Loan,

and so that no amount shall be added (or deducted) more than once.

“Finance Lease”

means any lease or hire purchase contract which would, in accordance with NORGAAP or USGAAP (as relevant), be treated as a finance or capital lease.

“Total Assets”

means the aggregate book value of those assets which, according to NORGAAP or USGAAP (as relevant), shall be included as assets in the balance sheet.

“Working Capital”

means, on any date, Current Assets less Current Liabilities. Next year’s instalment on long term debt and capital lease payments not to be included in current liabilities.

 

55/99


20.2 Financial covenants

Free Liquidity

KNOT Offshore Partners LP (on a consolidated basis) shall at all times during the loan period have Cash and Cash Equivalents equal to or greater than USD 15,000,000:

 

(i) plus an amount of USD 1,500,000 for each vessel owned by a member of the KNOP Group with no employment contract or an employment contract with less than twelve (12) months remaining tenor (excluding options), provided always that employment contracts entered into with the Sponsor or any of its Subsidiaries shall not count as employment contracts in relation to this paragraph (i); and

 

(ii) plus an amount of USD 1,000,000 for each vessel owned by the members of the KNOP Group in excess of eight (8) vessels.

Working Capital

 

(a) The Borrower shall at all times during the loan period maintain a positive Working Capital, and

 

(b) KNOT Offshore Partners LP (on a consolidated basis) shall at all times during the loan period maintain a positive Working Capital.

Minimum Equity Ratio

KNOT Offshore Partners LP (on a consolidated basis) shall maintain a ratio of Book Equity to Total Assets of minimum 30 % at all times.

Interest cover ratio

KNOT Offshore Partners LP (on a consolidated basis) shall at any time maintain a ratio of EBITDA to Finance Charges for it (on a consolidated basis) in respect of any Relevant Period (starting with the Relevant Period ending 30 June 2015) of minimum 2.50:1.00.

Changes to the Financial Covenants

If any other loans, bonds or similar capital instruments have any stronger covenants on KNOT Offshore Partners LP, such covenants shall also be implemented in this Agreement.

 

20.3 Change of Accounting Principles

For the purpose of this Clause 20, all calculations shall be conducted in accordance with the Accounting Principles from time to time. If the Agent believes that the definitions and/or the financial covenants set out in this Clause 20 need to be amended as a result of any change of Accounting Principles, determination or requirement, the Borrower shall negotiate with the Agent acting on the instructions of the Lenders in good faith to amend the existing definitions and/or financial covenants so as to provide the Lenders with substantially the same protections as the definitions and/or financial covenants set out in this Clause 20 (but which are not materially more onerous for the Borrower).

 

56/99


21. GENERAL UNDERTAKINGS

The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents.

 

21.1 Authorisations

The Obligors shall promptly:

 

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

 

(b) supply certified copies to the Agent of,

any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

 

21.2 Compliance with laws

 

(a) The Obligors shall comply in all respects with all laws to which they may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents.

 

(b) The Obligors and parties acting on their behalf shall observe and abide with, (including but not limited any law, official requirement or other regulatory measure or procedure implemented to combat (a) money laundering (as defined in Article 1 of the Directive 2005/60/EF (Directive 2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) amending Council Directive 91/308, as amended from time to time) and (b) bribery and corrupt practices, and it further confirms that it is aware of the Norwegian Penal Code §276 a - c (“Straffeloven”) pursuant to which bribery and participation in bribery may be charged with penalties of fines or up to three years of imprisonment or up to ten years of imprisonment in severe cases and that the Penal Code criminalises bribery in the public as well as the private sector, as amended from time to time, and all applicable laws and regulations.

 

21.3 Title

The Borrower will hold legal title to and own the entire beneficial interest in the Vessel, the Insurances, the Operating Accounts and its Earnings, free of all Security and other interests and rights of every kind, except for those created by the Financial Documents and as set out in Clause 21.4 ( Negative pledge ).

 

57/99


21.4 Negative pledge

 

(a) Each Obligor shall promptly obtain such registrations, certificates, licences, consents and approvals as may be required under applicable law or regulation to enable it to perform its obligations hereunder.

 

(b) Each Obligor shall promptly obtain such registrations, certificates, licences, consents and approvals as may be required under applicable law or regulation in respect of its ongoing operations of the Vessel.

 

(c) Each Obligor shall at all times comply with all applicable competition laws and regulations relating to the Vessel, its ownership, operation and management or to its business.

 

(d) No member of the KNOP Group shall create or permit to exist any security over any of the shares or other ownership interests in KNOT Offshore Partners UK LLC, KNOT Shuttle Tankers AS and the Borrower, save for the Share Pledge.

 

(e) The Borrower shall not create or permit to subsist any security over the Vessel or any of its assets.

 

(f) Paragraph e) above does not apply to:

 

  (i) any lien arising by operation of law, current crew wages and in the ordinary course of trading and securing obligations not more than 30 days overdue;

 

  (ii) any Security entered into pursuant to any Finance Document;

 

  (iii) Security disclosed in writing to the Agent (on behalf of the Lenders) prior to the date of this Agreement and consented to in writing by the Agent (acting upon instructions from the Lenders).

 

21.5 Bank accounts

 

(a) The Borrower shall maintain all its bank accounts with the Agent.

 

(b) The Borrower shall procure that all Earnings (hereunder payment of hire under the Charterparty) shall be paid to the Operating Accounts.

 

(c) The Borrower shall procure that all its bank accounts in respect of the Vessel at any time are pledged to the Agent on behalf of the Lenders.

 

21.6 Change of business

 

(a) The Obligor will procure that there shall be no change in the general nature of business of any of the Obligors from that carried out at the date of this Agreement and that there shall be no change in the agreed corporate structure of the Obligors or the KNOP Group.

 

(b) None of the Obligors will change end of its fiscal year.

 

58/99


21.7 Mergers etc

The Obligors shall not enter into any merger, amalgamation, consolidation with or into any other person or be the subject of reconstruction or restructuring or any de-merger, split-up, divest or similar actions without the prior written consent of the Lenders, save for merger of ship owning companies in the KNOP Group with the intention to simplify the KNOP Group structure and not having any negative effect on the Lenders.

 

21.8 Financial Indebtedness restrictions

 

(a) The Borrower shall not incur, create or permit to subsist any Financial Indebtedness.

 

(b) Paragraph (a) above does not apply to Financial Indebtedness:

 

  (i) incurred under the Finance Documents;

 

  (ii) any shareholders loans or intra-group indebtedness, provided that these are fully subordinated to the Facility;

 

  (iii) normal trade credits in the ordinary course of business;

 

  (iv) incurred through any derivative transaction entered into in the ordinary course of business and only in connection with protection against or benefit from fluctuation in any rate or price; or

 

  (v) consented to in writing by the Lenders.

 

21.9 No change of name etc.

None of the Obligors will change its name or jurisdiction of incorporation without the prior written consent of the Lenders.

 

21.10 Taxation

The Obligors shall pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that such payment is being contested in good faith or can be lawfully withheld.

 

21.11 Dividends

 

(a) No Obligor shall (i) make, pay or declare any dividend, reduction of share capital or other distribution to its shareholders or any of them, (ii) service loans from shareholders comparable to equity or (iii) buy-back or otherwise redeem its own shares unless;

 

  (i) No Default has occurred and is continuing at the time the making, payment or declaration of the relevant dividend, reduction of share capital or other distribution is made, or would result from the making, payment or declaration of the relevant dividend, reduction of share capital or other distribution; and

 

59/99


  (ii) the Borrower and KNOT Offshore Partners LP will be in compliance with the financial covenants set out in Chapter 20 following the making, payment or declaration of the relevant dividend, reduction of share capital or other distribution.

 

21.12 Investments/aquisitions

 

(a) The Borrower shall not make any new investments and/or acquisitions without the prior written consent of the Lenders.

 

(b) The Borrower shall not establish any new Subsidiaries nor acquire any companies.

 

21.13 GIEK Guarantee

The Borrower shall, for as long as any amount is outstanding under this Agreement, procure that its obligations and liabilities hereunder in respect of the Export Credit Tranche are secured by the GIEK Guarantee satisfactory to the Export Credit Lender (in the Export Credit Lender’s sole discretion) and the Borrower shall at all times comply with the terms and conditions contained in the GIEK Guarantee, incorporated herein by reference as if said terms and conditions where set out in full in this Agreement.

 

21.14 Transactions with affiliates

The Borrower will ensure that all transactions and agreements with companies affiliated to the Borrower shall be on a commercial basis and done on an arms-length-basis.

 

21.15 Preservation of assets

The Borrower shall not sell or otherwise dispose of any assets or properties in case such sale could have a Material Adverse Effect on the Borrower`s ability to fulfill its obligations pursuant to any of the Finance Documents.

The Borrower shall not sell or otherwise dispose of any assets or properties which are subject to any Security pursuant to any of the Finance Documents.

 

21.16 Transfer – Borrower’s co-operation

The Borrower hereby undertakes to contribute and to co-operate with the Export Credit Lender to exercise its rights to assignment or transfer according to Clause 24.1 in such process as soon as the conditions for such assignment or transfer to the relevant entity or institution established or appointed by the Norwegian authorities are determined pursuant to the principles set out in the Norwegian Parliament’s decree Stortingsproposisjon no. 34 S and 42S (2011-2012) Export Financing .

 

21.17 Interest and currency hedging

The Borrower will ensure that the Swap Banks shall have the first right of refusal in relation to any interest hedging or other derivative products relating to the Vessel.

 

60/99


21.18 Publications

The Lenders and/or GIEK shall (subject to the Borrower’s approval which shall not be unreasonably withheld) be entitled at its own expense, to publish information about its participation in and the arrangement of and in connection with this Agreement and for such purpose use the Borrower’s logo and trademark in connection with such publication.

 

21.19 Sanctions

 

(a) No Obligor shall (and the Obligors shall ensure that no other Relevant Person will) take any action, make any omission or use (directly or indirectly) any proceeds of the Loan, in a manner that:

 

  (i) is a breach of Sanctions; and/or

 

  (ii) causes (or will cause) a breach of Sanctions by any Finance Party.

 

(b) No Obligor shall (and the Borrower shall ensure that no other Relevant Person will) take any action or make any omission that results, or is reasonably likely to result, in it or any Finance Party becoming a Restricted Party

 

22. VESSEL COVENANTS

The Borrower gives the undertakings set out in this Clause 22 to each Finance Party and such undertakings shall remain in force throughout the Security Period.

 

22.1 Insurance

 

(a) The Obligors shall procure that the Vessel is fully insured against such risks, including but not limited to, hull and machinery, hull interest, freight interest, war risks (including acts of terrorism, war risks P&I and piracy) and protection & indemnity (including maximum cover for pollution liability as normally adopted by the industry for similar vessels), in such amounts as set out in paragraph b) below, and placed or entered with such reputable insurers, brokers or P&I clubs and on such terms and conditions as the Agent from time to time may approve.

 

(b) The insurance value of the Vessel (hull and machinery (including hull and freight interest) and war risk), shall at all times be equal to or greater than its Market Value and one hundred and twenty per cent. (120%) of the aggregate outstanding Loans under the Facility from time to time, provided, however, that the hull and machinery insurance (excluding hull interest and freight interest) for the Vessel always shall cover at least eighty per cent. (80%) of the insured value of the Vessel.

 

(c) The Borrower shall procure that the Agent (on behalf of the Finance Parties) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers.

 

61/99


(d) Within reasonable time (and no later than 14 days) prior to the expiry date of the relevant Insurances, the Borrower shall procure the delivery to the Agent of a certificate from the insurance broker(s) through whom the Insurances referred to in paragraph a) have been renewed and taken out in respect of the Vessel with insurance values as required by paragraph b), that such Insurances are in full force and effect and that the interests of the Agent (on behalf of the Finance Parties) have been noted by the relevant insurers.

 

(e) The Agent will, for the account of the Borrower, take out mortgagee’s interest insurance and mortgagee’s interest insurance additional perils (pollution) relevant to the Vessel (in both cases covering one hundred and twenty per cent (120%) of the aggregate outstanding Loans under the Facility, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover.

 

(f) If any of the Insurances referred to in paragraph a) have been taken out on conditions other than the Nordic Marine Insurance Plan of 2013 (as amended from time to time) and/or form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other Insurances, nor cancel this insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent.

 

(g) The Borrower will not make any material change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Finance Parties).

 

(h) The Borrower shall ensure that the Vessel is always employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe.

 

(i) The Agent may (at the Borrower’s expense) obtain a favourable insurance report by an independent broker acceptable to the Agent.

 

22.2 Compliance with laws, treaties and conventions

 

(a) The Borrower shall comply with all Environmental Laws applicable to it or the Vessel, including without limitation, requirements relating to manning and establishment of financial responsibility and to obtain and comply with all Environmental Approvals applicable to the Borrower and/or the Vessel.

 

(b) The Borrower shall ensure that the Vessel shall at all times comply with and be operated in conformity with all other relevant laws and regulations (including, without limitation, competition laws and regulations), treaties and conventions from time to time applicable to the Vessel, its ownership, operation and management or to the business of the Borrower.

 

(c)

The Borrower shall, and shall procure that its respective Managers, agents, representatives and other parties acting on its behalf shall observe and abide with, (including but not limited any law, official requirement or other regulatory measure or procedure implemented to combat (a) money laundering (as defined in Article 1 of the Directive 2005/60/EF (Directive

 

62/99


  2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) amending Council Directive 91/308, as amended from time to time) and (b) bribery and corrupt practices, and it further confirms that it is aware of the Norwegian Penal Code §276 a - c (“Straffeloven”) pursuant to which bribery and participation in bribery may be charged with penalties of fines or up to three years of imprisonment or up to ten years of imprisonment in severe cases and that the Penal Code criminalises bribery in the public as well as the private sector, as amended from time to time, and all applicable laws and regulations.

 

22.3 Classification and repairs

 

(a) The Borrower shall keep or shall procure that the Vessel is kept in a good, safe and efficient condition consistent with first class ownership and management practice and in particular:

 

  (i) so as to maintain its class at the highest level for vessels of the same age and type with DNV GL AS or another IACS classification society approved by the Lenders, free of overdue material recommendations and adverse notations; and

 

  (ii) so as to comply with the laws and regulations (statutory or otherwise) applicable to vessels registered under the flag state of the Vessel or to vessels trading to any jurisdiction to which the Vessel may operate from time to time.

 

(b) The Borrower will not change class certification without the Lenders’ written consent.

 

22.4 Minimum Market Value

 

(a) The Borrower shall ensure that the Market Value of the Vessel is at all times at least equal to 125 per cent. of the aggregate outstanding Loans under the Facility.

 

(b) The Borrower shall, if the Market Value does not comply with the requirements set out in paragraph (a) above, within ten (10) Business Days from receipt of a written demand from the Agent (acting on the instructions of the Lenders) make prepayment on the Facility, such prepayment to be in accordance with Clause 7.7.

 

22.5 Restrictions on chartering etc.

The Borrower shall not, without the prior written consent of the Lenders:

 

(a) let the Vessel on bareboat charter terms for any period to any party;

 

(b) change the classification society of the Vessel; or

 

(c) charter in any vessel to the Borrower.

 

22.6 Notification of certain events

The Borrower shall immediately notify the Agent of:

 

63/99


(a) any accident to the Vessel involving repairs where the costs will or is likely to exceed USD 3,000,000.- (or the equivalent in any other currency);

 

(b) any requirement or recommendation made by any insurer or classification society or by any competent authority which is not, or cannot be, immediately complied with;

 

(c) any exercise or purported exercise of any arrest or lien on the Vessel, its Earnings or the Insurances;

 

(d) any occurrence as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become a Total Loss; and

 

(e) any claim for a material breach of the ISM Code or the ISPS Code being made against the Borrower, the Manager or otherwise in connection with the relevant Vessel.

 

22.7 Operation of the Vessel

The Borrower shall comply, or procure the compliance in all material respects with the ISM Code and the ISPS Code, all Environmental Laws and all other laws or regulations relating to the Vessel, its ownership, operation and management or to the business of the Borrower and shall not employ the Vessel nor allow its employment:

 

(a) in any manner contrary to law or regulation in any relevant jurisdiction including but not limited to the ISM Code; and

 

(b) in the event of hostilities in any part of the world (whether war is declared or not), in any zone which is declared a war or piracy zone by any government or by the war risk insurers of the Vessel unless the Borrower has (at its expense) effected any special, additional or modified insurance cover which shall be necessary or customary for first class shipowners operating vessels within the territorial waters of such country at such time and has provided evidence of such cover to the Agent.

Without limitation to the generality of this Clause 22.7, the Borrower shall comply or procure compliance, with, as applicable, all requirements of the International Convention for the Safety of Life at Sea (SOLAS) 1974 as adopted, amended or replaced from time to time including, but not limited to, the STCW 95, the ISM Code or the ISPS Code.

 

22.8 ISM Code compliance

The Borrower will:

 

(a) procure that the Vessel remains subject to a SMS;

 

(b) procure that a valid and current SMC is maintained for the Vessel;

 

(c) procure that the Technical Manager maintains a valid and current DOC;

 

64/99


(d) immediately notify the Agent in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the SMC of the Vessel or of the DOC of the Technical Manager (or Company) of the Vessel; and

 

(e) immediately notify the Agent in writing of any “accident” or “major non-conformity”, each as those terms is defined in the Guidelines in the application of the IMO International Safety Management Code issued by the International Chamber of Shipping and International Shipping Federation.

 

22.9 Inspections and class records

 

(a) The Borrower shall permit, and shall procure that any charterers permit one person appointed by the Agent to inspect the Vessel, for as long as no Event of Default has occurred, once a year for the account of the Borrower upon the Agent giving prior written notice, and following the occurrence of an Event of Default at any time at the Borrower’s cost, always provided that such inspection shall not interfere with the normal operation and trading of the Vessel, provided however that following a Default the Agent is entitled to do an inspection whether or not it interferes with the trading and operation of the Vessel.

 

(b) The Borrower shall instruct the classification society to send to the Agent, following a written request from the Agent, copies of all class records held by the classification society in relation to the Vessel.

 

22.10 Surveys

The Borrower shall submit to or cause the Vessel to be submitted to such periodic or other surveys as may be required for classification purposes and to ensure full compliance with regulations of the flag state of the Vessel and to supply or to cause to be supplied to the Agent copies of all survey reports and confirmations of class issued in respect thereof whenever such is required by the Agent, however limited to once a year.

 

22.11 Arrest

The Borrower shall promptly pay and discharge:

 

(a) all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against any of the Vessel, the Earnings or the Insurances;

 

(b) all tolls, taxes, dues, fines, penalties and other amounts charged in respect of the Vessel, the Earnings or the Insurances; and

 

(c) all other outgoings whatsoever in respect of the Vessel, the Earnings and the Insurances,

and forthwith upon receiving a notice of arrest of the Vessel, or its detention in exercise or purported exercise of any lien or claim, the Borrower shall procure its release by providing bail or security or otherwise as the circumstances may require.

 

65/99


22.12 Total Loss

In the event that the Vessel shall suffer a Total Loss, the Borrower shall, within a period of ninety (90) days after the Total Loss Date, obtain and present to the Agent, a written confirmation from the relevant insurers that the claim relating to the Total Loss has been accepted in full, and the insurance proceeds shall be applied in prepayment of the Loan in accordance with Clause 7.4 ( Mandatory prepayment—Total Loss or sale ).

 

22.13 Flag, name and registry

 

(a) The Vessel shall be registered in an Approved Ship Register, and

 

(b) the Borrower shall not change flag or ship registry of the Vessel or allow the Vessel to be dual registered without the prior written consent of the Lenders, such consent not to be unreasonably withheld or delayed.

 

22.14 Management

 

(a) The management of the Vessel shall be performed by the Managers.

 

(b) No change in the management without consent of the Lenders.

 

22.15 Negative pledge

 

(a) No Obligor shall create or permit to subsist any Security Interest over the Vessel, any of its Insurances, any Earnings or any Operating Accounts.

 

(b) Paragraph (a) above does not apply to Security Interest:

 

  (i) granted pursuant to the Finance Documents;

 

  (ii) disclosed in writing to the Lenders and approved by the Lenders prior to the entering into of this Agreement;

 

  (iii) arising by operation of law in the ordinary course of business securing obligations not more than thirty (30) days overdue, and not arising as a result of any default or omission on the part of an Obligor;

 

  (iv) arising under any retention of title or sales lien arrangements entered into in the ordinary course of business which are required by any supplier of any goods to an Obligor in the normal course of such supplier’s business;

 

  (v) arising by way of set off or other standard netting, cash management or account-zeroing arrangements in connection with an Obligor’s banking arrangements; or

 

  (vi) consented to in writing by the Lenders.

 

66/99


22.16 Charterparty

The Borrower shall not make any amendment or supplement to, or waiver of the terms of, the Charterparty without the prior written consent of the Lenders.

 

22.17 Sale

The Borrower shall not agree to sell the Vessel without the prior written consent of the Lenders.

 

23. EVENTS OF DEFAULT

Each of the events or circumstances set out in Clauses 23.1 to 23.22 is an Event of Default (whether or not caused by any reason whatsoever outside the control of the Borrower or any other person).

 

23.1 Non-payment

Either of the Obligors does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

 

(a) its failure to pay is caused by:

 

  (i) administrative or technical error; or

 

  (ii) a Disruption Event; and

 

(b) payment is made within three (3) Business Days of its due date.

 

23.2 Financial covenants

Any requirement of Clause 20 ( Financial covenants ) is not satisfied.

 

23.3 Breach of other obligations

An Obligor does not comply with any provision of a Finance Document (other than those referred to in Clause 23.1 ( Non-payment ) and Clause 20.2 ( F inancial covenants )), provided that if such non-compliance is, in the reasonable opinion of the Agent, capable of remedy:

 

(i) the Agent notifies the Borrower of such non-compliance; and

 

(ii) such non-compliance remains unremedied for a period exceeding ten (10) Business Days from the Borrower’s receipt of the Agent’s notice thereof.

For the avoidance of doubt, a breach of Clause 22.1 ( Insurances ) (other than delivery of evidence of renewals of Insurances which is provided no later than two (2) days prior to the expiry date of the relevant insurances), sanction undertakings and 21.14 ( GIEK Guarantee ) are not (at the discretion of the Lenders) capable of remedy.

 

67/99


23.4 Misrepresentation

Any representation or statement made or deemed to be made by any of the Obligors in the Finance Documents or any other document delivered by or on behalf of it under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

 

23.5 Cross default

 

(a) Any financial indebtedness of any of the Obligors is not paid when due or within any originally applicable grace period.

 

(b) Any financial indebtedness of any of the Obligors is declared to be or otherwise becomes due and payable prior to its stated maturity as a result of an event of default (however described).

 

(c) Any commitment for any financial indebtedness of any of the Obligors is cancelled or suspended by a creditor of any of the Obligors or companies in the Group as a result of an event of default (however described).

 

(d) Any creditor of any of the Obligors becomes entitled to declare any financial indebtedness of any of the Obligors due and payable prior to its specified maturity as a result of an event of default (however described).

 

(e) No Event of Default will occur under this Clause 23.5 if the aggregate amount of financial indebtedness or commitment for financial indebtedness falling within paragraphs (a) to (d) above is less than USD 8,000,000 (or its equivalent in any other currencies).

 

23.6 Insolvency

 

(a) Any of the Obligors is, or for the purpose of applicable law is deemed to be, unable to pay its debts as they fall due or becomes insolvent or admits inability or intention not to pay its debts as they fall due.

 

(b) Any of the Obligors suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

 

(c) A moratorium is declared in respect of any indebtedness of any of the Obligors.

 

23.7 Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

 

(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of any of the Obligors;

 

68/99


(b) a composition, compromise, assignment or arrangement with any creditor of any of the Obligors;

 

(c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any of the Obligors or any of its respective assets; or

 

(d) the enforcement of any Security over any assets of any of the Obligors,

or any analogous procedure or step is taken in any jurisdiction.

 

23.8 Creditors’ process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of either of the Obligors, or a maritime or other lien, arrest, distress or similar charge is levied upon, or against the Vessel or the Earnings and is not discharged within fourteen (14) Business Days.

 

23.9 Cessation of business

An Obligor ceases or threatens to cease to carry on its business or an Obligor materially changes its business, whether by one or a series of transactions, without the prior written consent of the Lenders.

 

23.10 Unlawfulness

It is or becomes unlawful for of any of the Obligors to perform any of its obligations under the Finance Documents.

 

23.11 Repudiation

 

(a) Any of the Obligors repudiates a Finance Document or evidences an intention to repudiate a Finance Document.

 

(b) Any Finance Document ceases to exist, is or becomes contested, invalid, non-binding or unenforceable or is otherwise jeopardized in full or in part, including any insolvency proceedings or analogue procedure or step is taken towards any of the Obligors.

 

23.12 Permits

Any license, consent, permission or approval required in order to enforce, complete or perform any of the Transaction Documents is revoked, terminated or modified having a Material Adverse Effect.

 

23.13 Litigation

There is current, pending or threatened any claims, litigation, arbitration or administrative proceedings against of either of the Obligors which might, if adversely determined, have a Material Adverse Effect.

 

69/99


23.14 Material adverse change

Any other event occurs which in the opinion of any of the Lenders has or is reasonably likely to have a Material Adverse Effect.

 

23.15 Transaction Documents

Without the prior written consent of the Agent (on behalf of the Lenders) any of the Transaction Documents

 

(a) is amended or terminated,

 

(b) ceases in whole or part to be valid, binding and enforceable, or

 

(c) any waivers are agreed thereunder.

 

23.16 Liens

A maritime or other lien (not being a lien for crew’s wages, salvage or a lien arising solely by operation of law and/or in the ordinary course of business), detention, arrest, distress or similar charge is levied upon, or against a Vessel, any of Insurances of a Vessel, any Earnings, any Operating Accounts, any shares in the Borrower or any other assets of an Obligor and is not discharged or contested in good faith within five (5) Business Days after the relevant Obligor became aware of the same.

 

23.17 Loss of property

Any part of the KNOP Group’s business or assets is destroyed, abandoned, ceased, appropriated or forfeited for any reason.

 

23.18 Change of ownership - the Charterer

There is a change in the ownership of the Charterer without the prior written consent of the Lenders.

 

23.19 Failure to comply with final judgement

Any of the Obligors fails within five (5) Business Days after becoming obliged to do so to comply with or pay any sum due from it under any final judgement or final order.

 

23.20 Listing

KNOT Offshore Partners LP ceases to be listed on the New York Stock Exchange (NYSE).

 

23.21 General Partner

The General Partner ceases the right to appoint three (3) out of seven (7) board directors to the board of directors in KNOT Offshore Partners LP (or if there is a change in the number of directors, the corresponding numbers).

 

70/99


23.22 Junior Loan

The Junior Loan is not repaid in full within three (3) Business Days after the Effective Date.

 

23.23 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Lenders, by notice to the Borrower:

 

(a) cancel the Total Commitment whereupon it shall immediately be cancelled; and/or

 

(b) declare that all Loans or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

 

(c) declare that all Loans or part of the Loans, together with accrued interest, and all other amounts accrued under this Agreement be immediately due and payable, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Lenders; and/or

 

(d) without prejudice to any other rights of the Finance Parties hereunder, with or without notice to the Borrower, take such other action as is available to the Finance Parties (or any one of them) under any Finance Document.

 

24. CHANGES TO THE EXPORT CREDIT LENDER

 

24.1 Assignments and transfers by the Export Credit Lender

 

(a) The Export Credit Lender may, without the consent of the Obligors, the Agent, any Lender or the Swap Bank assign or transfer any of its rights and obligations under the Finance Documents to any entity or institution established or appointed by the Norwegian authorities for the purpose of the continuation of the Norwegian export finance arrangements, to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets.

 

(b) An assignment or transfer will be effective upon all Parties upon service of the Notice of Transfer of the Export Credit Tranche as set out in Schedule 5 A ( Form of Notice of Transfer of the Export Credit Tranche ).

 

25. CHANGES TO THE COMMERCIAL LENDERS

 

25.1 Transfers by the Commercial Lenders

Subject to this Clause 25.1, a Commercial Lender (the “ Existing Commercial Lender ”) may:

 

71/99


  (i) assign any of its rights; or

 

  (ii) transfer by novation any of its rights and obligations,

to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “ New Commercial Lender ”).

 

25.2 Conditions of assignment or transfer

 

(a) The consent of the Borrower is required for an assignment or transfer by an Existing Commercial Lender unless an Event of Default has occurred and is continuing or the assignment or transfer is to another Commercial Lender, an Affiliate of a Commercial Lender or to the Norwegian Government or any central bank or federal reserve.

 

(b) The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Commercial Lender has requested it unless consent is expressly refused by the Borrower within that time.

 

(c) An assignment or transfer will only be effective if the procedure set out in Clause 25.4 ( Procedure for assignment or transfer ) is complied with.

 

(d) If:

 

  (i) a Commercial Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

 

  (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Commercial Lender or Commercial Lender acting through its new Facility Office under Clause 12 ( Tax gross-up and indemnities ) or Clause 13 ( Increased Costs ),

then the New Commercial Lender or Commercial Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Commercial Lender or Commercial Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (d) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility.

 

(e) Each New Commercial Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Commercial Lender or Commercial Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Commercial Lender would have been had it remained a Commercial Lender.

 

72/99


25.3 Limitation of responsibility of Existing Commercial Lenders

 

(a) Unless expressly agreed to the contrary, an Existing Commercial Lender makes no representation or warranty and assumes no responsibility to a New Commercial Lender for:

 

  (i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

 

  (ii) the financial condition of any Obligor;

 

  (iii) the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or

 

  (iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

 

(b) Each New Commercial Lender confirms to the Existing Commercial Lender and the other Finance Parties that it:

 

  (i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Commercial Lender in connection with any Finance Document; and

 

  (ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

 

(c) Nothing in any Finance Document obliges an Existing Commercial Lender to:

 

  (i) accept a re-transfer from a New Commercial Lender of any of the rights and obligations transferred under this Clause 25;

 

  (ii) support any losses directly or indirectly incurred by the New Commercial Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

 

25.4 Procedure for assignment or transfer

 

(a) Subject to the conditions set out in Clause 25.2 ( Conditions of transfer ) an assignment or transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Commercial Lender and the New Commercial Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

 

(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Commercial Lender and the New Commercial Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

 

73/99


(c) On the Transfer Date:

 

  (i) to the extent that in the Transfer Certificate the Existing Commercial Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Commercial Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “ Discharged Rights and Obligations ”);

 

  (ii) each of the Obligors and the New Commercial Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Commercial Lender have assumed and/or acquired the same in place of that Obligor and the Existing Commercial Lender;

 

  (iii) the Agent, the Arrangers, the New Commercial Lender and other Commercial Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Commercial Lender been an Original Commercial Lender with the rights and/or obligations acquired or assumed by it as a result of the assignment or transfer and to that extent the Agent, the Arrangers and the Existing Commercial Lender shall each be released from further obligations to each other under the Finance Documents; and

 

  (iv) the New Commercial Lender shall become a Party as a “Commercial Lender”.

 

26. CHANGES TO THE BORROWER

The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

 

27. ROLE OF THE AGENT

 

27.1 Appointment and duties of the Agent

Each of the Finance Parties authorizes the Agent to take such action on its behalf and to exercise such powers as are specifically delegated to it by the terms of this Agreement together with all such powers as are reasonably incidental thereto. In performing its duties and functions hereunder, the Agent shall exercise the same care as it normally exercises in making and handling loans and guarantee facilities for its own account. Any reference to the Agent in the Finance Documents shall be understood as the Agent on behalf of the Finance Parties unless otherwise specifically stated. Notwithstanding anything to the contrary, the Agent shall always follow the instructions from the Finance Parties.

In relation to the Security Documents, the Finance Parties and the Swap Banks hereby irrevocably:

 

(a) appoints the Agent to act as its agent and security trustee under and in connection with the Security Documents;

 

74/99


(b) authorises the Agent on its behalf to sign, execute and enforce the Security Documents;

 

(c) authorises the Agent on its behalf to perform the duties and to exercise the rights, powers, authorities and discretions that are specifically given to it under or in connection with the Security Documents, together with any other incidental rights, powers, authorities and discretions;

or to a nominee who shall be approved by the Finance Parties. The Agent shall act as security agent for and behalf of the Finance Parties, provided however that in relation to the Security Documents the Agent shall receive instructions from the Finance Parties only.

 

27.2 Relationship

The relationship between the Agent and the Finance Parties is that of agent and principal only, and nothing herein shall be construed so as to constitute the Agent as a trustee for the Finance Parties or impose on any of them any duties or obligations other than those for which express provision is made in this Agreement.

 

27.3 Information

The Agent will promptly advise the Finance Parties of each notice received by it from the Borrower hereunder. The Agent shall not be under any obligation towards the Finance Parties to ascertain or enquire as to the performance or observance of any of the terms or conditions hereof, other than a failure to make payment of sums due.

 

27.4 Default

The Agent shall not (with the exception of the Borrower’s failure to pay sums due) be deemed to have knowledge of the occurrence of any Event of Default unless the Agent has received notice thereof from the Borrower or any of the Finance Parties. In the event the Agent receives such notice, the Agent shall promptly give notice thereof to the Finance Parties. The Agent shall take such action with respect to such Event of Default as may be directed by the Finance Parties provided that, unless and until the Agent shall have received such directions, the Agent may (but shall not be obliged to) take such action or refrain from taking such action, with respect to such Event of Default as the Agent shall in its absolute discretion deem advisable in the best interest of the Finance Parties, provided always that the Agent shall advise the Finance Parties of such action and shall consult with them as soon as possible thereafter in order to determine future action.

 

27.5 Rely on communication

In performing its duties and exercising its powers hereunder, the Agent shall be entitled to rely on any communication believed by it to be genuine and to have been sent or signed by the person by whom it purports to have been sent or signed.

 

27.6 Responsibility of the Agent

The Agent takes no responsibility for the truth of any covenants, representations or undertakings given or made herein or for the validity, effectiveness, adequacy, legality or enforceability of this Agreement or any of the Security Documents. Neither the Agent nor any of its directors, officers, employees or attorneys-in-fact shall be responsible for any action taken or omitted to be taken by it or them under or in connection herewith, except for its or their own gross negligence or willful misconduct.

 

75/99


27.7 Exclusion of liability

In respect of the Original Export Credit Lender, the Agent will not be liable for any action taken by it under or in connection with the Agreement or the Security Documents, unless directly caused by negligence.

 

27.8 Responsibility of the Lender

Each Finance Party shall be responsible for making its own independent investigation of the financial condition and affairs of the Borrower in connection with the making and continuance of the Facility and has made its own appraisal of the creditworthiness of the Borrower.

 

27.9 Set-off

If any of the Finance Parties at any time receives or recovers by set-off or otherwise any sum which it is obliged (or being so entitled has elected) to apply towards payment of any amount due to it hereunder (otherwise than amounts specifically payable to the Finance Parties under the terms of this Agreement) then one of the Finance Parties shall be obliged to offer to the other party through the Agent such payment by way of adjustment as may be necessary to ensure that at all times each Finance Party receives the portion of principal, interest, fees and commissions due to it under this Agreement, however, that such offer shall be conditional upon the Finance Party who may accept such offer (the “Accepting Finance Party”) agreeing to indemnify the other Finance Party making such offer (the “Offering Finance Party”) on terms reasonably acceptable to the Offering Finance Party against any loss (other than the loss suffered by such payment by way of adjustment) which the Offering Finance Party may subsequently suffer by reason of having made such payment by way of adjustment to such Accepting Finance Party.

 

27.10 Distribution of payments

The Agent shall pay with funds having same day value as the funds received to the order of the Finance Parties each such party’s proportionate share of every sum of money received by the Agent pursuant to the Agreement or the Security Documents (with the exception of any amounts, which by the terms of the Agreement or the Security Documents, are paid to the Agent for the account of the Agent alone or specifically for the account of any of the Finance Parties) and until so paid such amount shall be held by the Agent on trust absolutely for the relevant party.

 

27.11 Reimbursement of cost

Each of the Finance Parties shall ratably in accordance with its respective participation in the Loan Facility or the relevant Guarantee (as the case may be), indemnify and hold the Agent harmless against any and all costs, claims, expenses (including legal fees), loss or liability, which the Agent may suffer or incur by reason of any action taken or omitted by it as the Agent hereunder to the extent that the Agent shall not have been reimbursed therefore by the Borrower, unless and to the extent such loss or liability is caused by the gross negligence (negligence in respect of the Lenders) or willful misconduct of the Agent.

 

76/99


27.12 Resignation

The Agent may and shall upon request from the Finance Parties and with the consent of the Borrower resign its appointment hereunder by giving written notice to that effect to each of the Finance Parties and to the Borrower, provided that no such resignation shall be effective until a successor for the Agent is appointed in accordance with the succeeding provisions of this clause. If the Agent gives notice of its resignation, then any of the Finance Parties or any reputable and experienced bank or other financial institution may be appointed as a successor to the Agent by the Finance Parties during the period of such notice. If no such successor is so appointed then (A) the outgoing Agent shall be discharged from any further obligation under this Agreement but shall remain entitled to the benefit of the provisions of this clause and (B) its successor and each of the other parties hereto shall have the same rights and obligations amongst themselves as they would have had if such successor had been a party hereto. The change of Agent shall be at no cost to the Borrower.

 

28. SHARING AMONG THE FINANCE PARTIES

 

28.1 Payments to the Finance Parties

Subject to paragraph (b) below, if a Finance Party (a “ Recovering Finance Party ”) receives or recovers any amount from an Obligor other than in accordance with Clause 29 ( Payment mechanics ) (a “ Recovered Amount ”) and applies that amount to a payment due under the Finance Documents then:

 

(a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Agent;

 

(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 29 ( Payment mechanics ), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

 

(c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “ Sharing Payment ”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 29.5 ( Partial payments ).

 

28.2 Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the “ Sharing Finance Parties ”) in accordance with Clause 29.5 ( Partial payments ) towards the obligations of that Obligor to the Sharing Finance Parties.

 

28.3 Recovering Finance Party’s rights

On a distribution by the Agent under Clause 28.2 ( Redistribution of payments ) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

 

77/99


28.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

 

(i) each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the “ Redistributed Amount ”); and

 

(ii) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

 

28.5 Exceptions

 

(a) This Clause 28 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.

 

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

 

  (i) it notified the other Finance Party of the legal or arbitration proceedings; and

 

  (ii) the other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

 

28.6 Distribution of enforcement proceeds

All moneys from time to time received or recovered by the Agent in connection with the realisation and enforcement of all or any part of the Security Documents shall be held by the Agent on trust to apply them as soon as reasonably practicable and to the extent permitted by applicable law, in the following order of priority:

 

(a) firstly , in or towards payment of costs and expenses incurred by the Agent and the other Finance Parties in connection with such realisation and enforcement; and

 

(b) secondly , in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

 

78/99


29. PAYMENT MECHANICS

 

29.1 Payments to the Agent

All payments by the Borrower under the Agreement shall, unless otherwise expressly stated, be made:

 

(a) to the Agent to its account with such office or bank as the Agent may from time to time designate in writing to the Borrower or a Finance Party for this purpose; and

 

(b) for value on the due date at such times and in such funds as the Agent may specify to the Finance Party or Borrower concerned as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

 

29.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 29.3 ( Distributions to the Borrower ) and Clause 29.4 ( Clawback ) be made available by the Agent with same day value to the Party entitled to receive payment in accordance with this Agreement (in the case of the Export Credit Lender, to the Export Credit Lender’s Account with reference to loan number 11294, and to another Party, for the account of its facility office), to such account as that Party may notify to the Agent by not less than five (5) Business Days’ notice with a bank in the principal financial centre of the country of that currency.

 

29.3 Distributions to the Borrower

The Agent may (with the consent of the Borrower or in accordance with Clause 29 ( Set-off )) apply any amount received by it for the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

 

29.4 Clawback

 

(a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

 

(b) If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

 

29.5 Partial payments

If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order:

 

79/99


(a) firstly , in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance Documents;

 

(b) secondly , in or towards payment pro rata of any accrued interest (including default interest), fee or commissions due but unpaid under this Agreement;

 

(c) thirdly , in or towards payment pro rata of any principal due but unpaid under this Agreement; and

 

(d) fourthly , in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

 

29.6 No set-off by the Borrower

All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

 

29.7 Business Days

 

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

 

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

 

29.8 Currency of account

The Borrower shall pay:

 

(a) any amount payable under this Agreement, except as otherwise provided for herein, in USD; and

 

(b) all payments of costs and Taxes in the currency in which the same were incurred.

 

30. CALCULATIONS AND CERTIFICATES

 

30.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

 

 

80/99


30.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

 

30.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the relevant interbank market differs, in accordance with that market practice.

 

31. CONSENTS, AMENDMENTS AND WAIVERS

 

31.1 Required consents

 

(a) Any term of the Finance Documents may be amended or waived only with the consent of the Lenders and the Obligors and any such amendment or waiver will be binding on all Parties.

 

(b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 31.

 

(c) Where the Borrower requests any consent, amendment, waiver or grace period in respect of any provision of the Finance Documents which would conflict with any provision of the GIEK Guarantee or require consent from GIEK under the GIEK Guarantee, the Agent or the Export Credit Lender shall request GIEK for a response to such request and shall not be obliged to respond to the Borrower until it receives a response from GIEK acting in its complete discretion, however, so that it shall use its best reasonably endeavours to obtain such a response from GIEK and upon request from the Borrower seek to confirm the status of the process and when the response is scheduled. Until such consent is received from GIEK, no consent, amendment. waiver or grace period in respect of the Finance Documents will be effected.

 

31.2 Waivers and remedies cumulative

The rights of each Finance Party under the Finance Documents:

 

(i) may be exercised as often as necessary;

 

(ii) are cumulative and not exclusive of its rights under the general law; and

 

(iii) may be waived only in writing.

No delay in exercising, or failure to exercise, any such right is a waiver of that right.

 

81/99


32. NOTICES

 

32.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by email, telefax or letter. Any such notice or communication addressed as provided in Clause 32.2 ( Addresses ) will be deemed to be given or made as follows:

 

(a) if by letter, when delivered at the address of the relevant Party;

 

(b) if by telefax, when received;

 

(c) if by email, when receipt is confirmed by the relevant Party.

However, a notice given in accordance with the above but received on a day which is not a Business Day or after 16:00 hours in the place of receipt will only be deemed to be given at 9:00 hours on the next Business Day in that place.

 

32.2 Addresses

Any communication or document to be made under or in connection with the Finance Documents shall be made or delivered to the address and telefax number of each Party and marked for the attention of the department or persons set out below and:

 

  (i) of the Agent:

DNB Bank ASA

P.O. Box 7100 Sentrum

5020 Bergen

Norway

Attn:      Shipping, Offshore & Logistics

Fax:       +47 24 05 05 00

 

  (ii) of the Borrower:

Knutsen NYK Shuttle Tankers 16 AS

P.O. Box 2017

5504 Haugesund

Norway

Fax:       +47 52 70 40 40

Attn.:     CFO

Email:    kgd@knotgroup.com

 

  (iii) of the Guarantors:

KNOT OFFSHORE PARTNERS LP

Trust Company Complex, Ajeltake Island, Ajeltake Road, Majuro

Marshall Islands MH96960

 

82/99


c/o

2 Queen’s Cross, Aberdeen

Aberdeenshire AB15 4YB

United Kingdom

Fax:       +44 [ ]

Attn.:     [ ]

Email:   [ ]

KNOT SHUTTLE TANKERS AS

P.O. Box 2017

5504 Haugesund

Norway

Fax:       +47 [ ]

Attn.:     [ ]

Email:   [ ]

 

  (iv) of the Export Credit Lender:

The Norwegian Government, represented by

the Norwegian Ministry of Trade, Industry and Fisheries

c/o Eksportkreditt Norge AS

Hieronymus Heyerdahls gate 1

0160 Oslo

Norway

Att:     Loan administration

Telefax no.: +47 [ ]

Email: [ ]

 

  (v) of the Commercial Lenders:

DNB Bank ASA

P.O. Box 7100 Sentrum

5020 Bergen

Norway

Attn:    Shipping, Offshore & Logistics

Fax:     +47 24 05 05 00

Nordea Bank Norge ASA

P.O. Box 1166 Sentrum

0107 Oslo

Norway

Attn:     [ ]

Fax:    +47 22 48 66 68

or any substitute address and/or telefax number and/or marked for such other attention as the Party may notify to the other Agent (or the Agent may notify the other Parties if a change is made by the Agent) by not less than five (5) Business Days’ prior notice.

 

83/99


32.3 Communication with the Borrower

All communication from or to the Borrower shall be sent through the Agent.

 

33. MISCELLANEOUS

 

33.1 Partial invalidity

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provisions under any law of any other jurisdiction will in any way be affected or impaired.

 

33.2 Remedies and waivers

No failure to exercise, nor any delay in exercising on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

 

33.3 Disclosure of information and confidentiality

 

(a) Each of the Finance Parties may disclose to each other or to their professional advisers any kind of information which the Finance Parties have acquired under or in connection with any Finance Document. The Parties are obliged to keep confidential all information in respect of the terms and conditions of this Agreement. This confidentiality obligation shall not apply to any information which:

 

  (i) is publicised by a Party as required by applicable laws and regulations;

 

  (ii) has entered the public domain or is publicly known, provided that such information is not made publicly known by the receiving Party of such information; or

 

  (iii) was or becomes, as the Party is able to demonstrate by supporting documents, available to such Party on a non-confidential basis prior to the disclosure thereof.

 

(b) The Borrower agrees and accepts that GIEK may publish (on www.giek.no) key information about the financing transaction contemplated by this Agreement, including but not limited to the names and places of business of the Borrower, a description of the Vessel as well as the date and amount of the GIEK Guarantee.

 

33.4 Conflicting provisions

In case of conflict between this Agreement and the terms of any of the Security Documents, the terms and conditions of this Agreement shall prevail.

 

84/99


34. GOVERNING LAW AND JURISDICTION

 

34.1 Governing law

This Agreement shall be governed by Norwegian law.

 

34.2 Jurisdiction

 

(a) Each Party agrees that the courts of Oslo, Norway, have jurisdiction to settle any disputes arising out of or in connection with the Finance Documents including a dispute regarding the existence, validity or termination of this Agreement, and each Party accordingly submits to the non-exclusive jurisdiction of the Oslo District Court (No. Oslo tingrett ).

 

(b) Nothing in this Clause 34.2 shall limit the right of the Finance Parties to commence proceedings against the Borrower or any of the Vessel (whether in personam or in rem ) in any other court of competent jurisdiction. To the extent permitted by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

***

 

85/99


SCHEDULE 1

LENDERS AND COMMITMENTS

Commitment at the Effective Date- Commercial Tranche all amounts in USD

 

     Total Commitment  

DNB Bank ASA

     11,187,500.-   

Nordea Bank Norge ASA

     11,187,500.-   

Total

     22,375,000.-   

Commitment at the Effective Date—Export Credit Tranche all amounts in USD

 

     Total Commitment  

The Norwegian Government represented by the Norwegian Ministry of Trade, Industry and Fisheries

     55,125,000.-   

Total

     55,125,000.-   

 

86/99


SCHEDULE 2

CONDITIONS PRECEDENT DOCUMENTS

Intentionally left blank.

 

87/99


SCHEDULE 3

FORM OF DRAWDOWN REQUEST

Intentionally left blank.

 

88/99


SCHEDULE 4

FORM OF

RENEWAL NOTICE

 

To: DNB Bank ASA as Agent

 

P.O. Box 7100 Sentrum

N – 5020 Bergen - Norway

 

Tel.: +47

Fax.: +47 24 05 05 00

Attn.: [     ]

S.W.I.F.T. Code: [     ]

Date:          (        )

USD 77,500,000 FLOATING RATE LOAN AGREEMENT DATED 7 JUNE 2012 (AS AMENDED) (THE “AGREEMENT”)

We refer to Clause 9.2 (a) in the Agreement. Capitalized terms used in this Renewal Notice and not defined herein shall have the meaning given to them in the Agreement.

We hereby:

 

1. request an Interest Period in respect of [•] months from the next Interest Payment Day; and

 

2. confirm that

 

  (i) no event or circumstance has occurred and is continuing, which constitutes, or which with the giving of notice or lapse of time or both, would constitute an Event of Default under the Agreement; and that

 

  (ii) the representations and warranties contained in Clause 18 (Representations and warranties) of the Agreement are true and correct at the date hereof as if made with respect to the facts and circumstances existing at such date.

By:

KNUTSEN NYK SHUTTLE TANKERS 16 AS

Authorised signatory

 

89/99


SCHEDULE 5

FORM OF

COMPLIANCE CERTIFICATE

 

To: DNB Bank ASA

Attn:

Telefax No.: +47 24 05 05 00

Date:        (        )

SECURED TERM LOAN FACILITY AGREEMENT DATED 7 JUNE 2012 (AS AMENDED) (THE “AGREEMENT”)

With reference to the Agreement we hereby confirm as follows:

 

WORKING CAPITAL – THE GUARANTOR:

  

Current Assets (a)

     USD   

Current Liabilities (b)

     USD   

(a) less (b)

  

Requirement: To be positive

  

 

WORKING CAPITAL – THE BORROWER:

  

Current Assets (c)

     USD   

Current Liabilities (d)

     USD   

(c) less (d)

  

Requirement: To be positive

  

 

90/99


EQUITY RATIO:

  

Total Equity (i)

     USD   

Total Assets (j)

     USD   

Ratio (i)/(j)

  

Requirement: Ratio to be higher than 0.30

  

 

INTEREST COVER RATIO:

  

EBITDA (k)

     USD   

Finance Charges (l)

     USD   

Ratio (k)/(l)

  

Requirement: Ratio to be higher than 2.50:1.00

  

 

LIQUIDITY:

  

Cash in hand or on deposit

     USD   

2/3 of Available Facility

     USD   

Cash equivalents

     USD   

Actual total cash & cash equivalents

     USD   

Requirement:

  

USD 15,000,000;

     USD   
(i) plus an amount of USD 1,500,000 for each vessels owned by a member of the KNOP Group with no employment or an employment contract with less than twelve (12) months remaining tenor (excluding options) and      USD   
(ii) plus an amount of USD 1,000,000 for each vessel owned by the members of the KNOP Group in excess of 8 vessels      USD   

Calculated Requirement:

     USD   

 

91/99


MARKET VALUE VESSEL—REF CLAUSE 22.4

  

A = Market Value Vessel

  

B = Loan

     USD   

Requirement :

     USD   

(i) A > 125 % B

  

 

CHANGES IN MANAGEMENT, BOARD OF DIRECTORS AND AUDITORS

  
Changes in management and/or board of directors in the Borrower    Yes / No

give info if yes

Changes in management and/or board of directors in KNOT Offshore Partners LP

   Yes / No

give info if yes

Changes in management and/or board of directors in KNOT Shuttle Tankers AS

   Yes / No

give info if yes

Changes of auditors    Yes / No

give info if yes

It is hereby certified, by the undersigned, that there are no known or pending Events of Default as of this date. Furthermore, it is hereby certified that the above representations are true and correct.

The above covenant calculations are made as of, and in respect of the 3 months period ending on                                        

Certified on this             day of                     

 

KNUTSEN NYK SHUTTLE TANKERS 16 AS
By:   CFO
Date:  

 

KNOT OFFSHORE PARTNERS LP
By:   CFO
Date:  

 

 

92/99


KNOT SHUTTLE TANKERS AS
By:   CFO
Date:  

 

 

93/99


SCHEDULE 6 A

FORM OF NOTICE OF TRANSFER OF THE EXPORT CREDIT TRANCHES

From: the Norwegian Government represented by Norwegian Ministry of Trade, Industry and Fisheries

 

To: [            insert name of Borrower]

 

To: The Norwegian Guarantee Institute for Export Credits (“GIEK”)

 

To: DNB Bank ASA (as Agent)

Oslo, [•].[•].2012

NOTICE OF ASSIGNMENT

Reference is made to the [•] term loan facility agreement dated [•] (the “ Facility Agreement ”) and made between, inter alia, [                    ] as borrower (the “ Borrower ”), the Norwegian Government represented by the Norwegian Ministry of Trade, Industry and Fisheries as lender (the “Lender” ), and [            ] as Agent and as Bank Guarantor.

Further reference is made the guarantee issued by GIEK dated [        ] (the “ GIEK Guarantee ”).

Please be informed that the new entity [•] that will assume responsibility for the new government-supported export credit scheme (the “ Entity ”) has been established, and that the Lender and the Entity have agreed that the Lender’s rights and obligations under the Finance Documents (as defined in the Facility Agreement), including for the avoidance of doubt the GIEK Guarantee, shall be transferred to the Entity.

The Lender hereby give you notice that

 

  a) pursuant to Clause (        ) of the Facility Agreement we have assigned to the Entity all our interest and all our benefits, right and title in, to and obligations under the Finance Documents (as defined in the Facility Agreement), and

 

  b) that the Finance Documents (as defined in the Facility Agreement), and the GIEK Guarantee shall continue in full force and effect for the benefit of the Entity as new Lender and that you must pay all sums which you may become due to pay under any of the Finance Documents, to the Entity’s account no. [•].

Any communication or document to be made under or in connection with the Finance Documents, shall be made or delivered to the address and telefax number of the Entity as set out below:

 

94/99


[•]

[•]

We kindly ask you to acknowledge receipt of this notice of assignment to the Lender as set out above by countersigning and returning this letter.

For and on behalf of

the Lender

                                             

Name:

Title:

We acknowledge and accept the contents hereof:

 

For and on behalf of [•]

as Agent

    

For and on behalf of [•]

as Borrower

    

For and behalf of

GIEK

 

 

[•]

    

 

[•]

    

 

[•]

 

95/99


SCHEDULE 6 B

FORM OF TRANSFER CERTIFICATE

 

To:     DNB Bank ASA, as Agent

  Shipping Offshore & Logistics, Bergen

 

From:     [•] (the “ Existing Lender ” and [•] (the “ New Lender ”)

 

Date:     [•]

KNUTSEN NYK SHUTTLE TANKERS 16 AS – USD 77,500.000SECURED REVOLVING REDUCING CREDIT FACILITY AGREEMENT DATED 7 JUNE 2012 (AS AMENDED) (THE “AGREEMENT”)

We refer to the Agreement. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

 

1. With reference to Clause 25 (Changes to the Parties):

 

2. The Existing Lender, in its capacity as Lender under the Agreement, confirms that it participates with [                      ] per cent. of the Total Commitments.

 

3. The Existing Lender hereby transfers to the New Lender [          ] per cent. of the Total Commitments as specified in the Schedule hereto, and of the equivalent rights and interest in all Finance Documents, and the New Lender hereby accepts such transfer from the Existing Lender in accordance with the terms set out herein and Clause 25 (Changes to the Parties) of the Agreement and assumes the same obligations to the other Finance Parties as it would have been under if it was an original Lender.

 

4. The proposed Transfer Date is [         ], as from which date the Transfer of such portion of the Total Commitments shall take full legal effect.

 

5. The New Lender confirms that it has received a copy of the Agreement, together with such other information as it has required in connection with this transaction. The New Lender expressly acknowledges and agrees to the limitations on the Existing Lender’s responsibility set out in Clause 25.3 (Limitations of responsibility of Existing Lenders) of the Agreement.

 

6. The New Lender hereby undertakes to the Existing Lender and the Borrower that it will perform in accordance with the terms and conditions of the Agreement all those obligations which will be assumed by it upon execution of this Transfer Certificate.

 

7. The address, fax number and attention details for notices, as well as the account details of the New Lender, are set out in the Schedule.

 

96/99


8. This Transfer Certificate is governed by Norwegian law, with Oslo City Court ( Bergen tingrett ) as legal venue.

The Schedule

Commitments/rights and obligations to be transferred

 

I

   Existing Lender:    [     ]

II

   New Lender:    [     ]

III

   Total Commitments of Existing Lender:    USD [     ]

IV

   Aggregate amount transferred:    USD [     ]

V

   Total Commitments of New Lender    USD [     ]

VI

   Transfer Date:    [     ]

Administrative Details / Payment Instructions of New Lender

Notices to New Lender:

 

[                                                                  ]

[                                                                  ]

Att: [                                                          ]

Fax no:         + [                     ]

[Insert relevant office address, fax number and attention details for notices and payments to the New Lender.]

Account details of New Lender: [Insert relevant account details of the New Lender.]

 

Existing Lender:       New Lender:
[•]       [•]
By:  

 

      By:  

 

Name:       Name:
Title:       Title:

This Transfer Certificate is accepted and agreed by the Agent (on behalf of the Lenders) and the Borrower and the Transfer Date is confirmed as [                     ].

 

97/99


Agent:       Borrower:
DNB BANK ASA       KNUTSEN NYK SHUTTLE TANKERS 16 AS
By:  

 

      By:  

 

Name:       Name:
Title:       Title:

 

98/99


EXECUTION PAGE

Intentionally left blank.

 

99/99

Exhibit 4.3

 

SHIP MANAGEMENT AGREEMENT    THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT CODE NAME: “SHIPMAN 98”    PART 1

 

1. Date of Agreement    Name of Vessel

30 th  May 2012

  

NB 2575

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

Knutsen NYK Shuttle Tankers 16 AS

  

Knutsen OAS Shipping AS

Place of registered office    Place of registered office

Smedasundet 40, 5529 Haugesund

  

Smedasundet 40, 5529 Haugesund

Law of registry    Law of registry

Norway

  

Norway

4. Day and year of commencement of Agreement (Cl. 2)   

At delivery date

  
5.    6. Technical Management (state “yes” or “no” as agreed) (Cl. 3.2)

Yes

  

Yes

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

No

  

Yes

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

Yes

  

No

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

Yes

  

Yes

13. Chartering Services Period (only to be filled in if “yes” stated in Box 7)

(Cl. 3.3(i))

   14. Owners’ insurance (state alternative (i), (ii) or (iii) of Cl. 6.3))

Yes

  

Yes

15. Annual Management Fee (state annual amount) (Cl. 8.1)    16. Severance Costs (state maximum amount) (Cl. 8.4(ii))

USD 386.900

  

A maximum of USD 50.000

17. Day and year of termination of Agreement (Cl. 17)    18. Law and Arbitration (state alternative 19.1, 19.2 or 19.3; 19.3 place of arbitration must be stated) (Cl. 19)
19. Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Owners) (Cl. 20)    20. Notices (state postal and cable address, telex and telefax number for serving notice and communications to the Managers) (Cl. 20)

Knutsen NYK Shuttle Tankers 16 AS

Smedasundet 40, Postboks 2017

5504 Haugesund

Tif. 52 70 40 00 Fax. 52 70 40 40

  

Knutsen OAS Shipping AS

Smedasundet 40, Postboks 2017

5504 Haugesund

Tif. 52 70 40 00 Fax. 52 70 40 40

It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes “A” (Details of Vessel), “B” (Details of Crew) and “D” (Associated Vessels) 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” and “B” , “C” and “D” shall prevail over those of PART II to the extent of such conflict but no further.
Signature(s) (Owners)    Signature(s) (Managers)

Knutsen NYK Shuttle Tankers 16 AS

 

/s/ Trygve Seglem

  

Knutsen OAS Shipping AS

 

/s/ Trygve Seglem


PART II

“Shipman 98” Standard Ship Management Agreement

 

1. Definitions

In this Agreement, save where the context otherwise requires, the following words and expressions shall have the meanings hereby assigned to them.

Owners ” means the party identified in Box 2.

Managers ” means the party identified in Box 3.

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

Crew ” means the Master, officers and ratings of the numbers, rank and nationality specified in Annex “B” attached hereto.

Crew Support Costs ” means all expenses of a general nature which are not particularly referable to any individual vessel for the time being managed by the Managers and which are incurred by the Managers for the purpose of providing an efficient and economic management service and, without prejudice to the generality of the foregoing, shall include the cost of crew standby pay, training schemes for officers and ratings, cadet training schemes, sick pay study pay, recruitment and interviews.

Severance Costs ” means the costs which the employers are legally obliged to pay to or in respect of the Crew as a result of the early termination of any employment contract for service on the Vessel.

Crew Insurances ” means insurances against crew risks which shall include but not be limited to death, sickness, repatriation, injury, shipwreck unemployment indemnity and loss of personal effects.

Management Services ” means the services specified in sub-clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.

ISM Code ” means the International Management Code for the Safe Operation of Ships and for Pollution Prevention as adopted by the International Maritime Organization (IMO) by resolution A.741(18) or any subsequent amendment thereto.

STCW 95 ” means the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978, as amended in 1995 or any subsequent amendment thereto.

 

2. Appointment of Managers

With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers, and the Managers hereby agree to act, as the Managers of the Vessel.

 

3. Basis of Agreement

Subject to the terms and conditions herein provided, during the period of this Agreement, the Managers shall carry out Management Services in respect of the Vessel as agents for and on behalf of the Owners. The Managers shall have authority to take such actions they may from time to time in their absolute discretion consider to be necessary to enable them to perform this Agreement in accordance with sound ship management practice.

3.1 Crew Management

(only applicable if agreed according to Box 5)

The Managers shall provide suitably qualified Crew for the Vessel as required by the Owners in accordance with the STCW 95 requirements, provision of which includes but is not limited to the following functions:

 

  (i) selecting and engaging the Vessel’s Crew, including payroll arrangements, pension administration, and insurances for the Crew other than those mentioned in Clause 6;
  (ii) ensuring that the applicable requirements of the law of the flag of the Vessel are satisfied in respect of manning levels, rank, qualification and certification of the Crew and employment regulations including Crew’s tax, social insurance, discipline and other requirements;

 

  (iii) ensuring that all members of the Crew have passed a medical examination with a qualified doctor certifying the they are fit for the duties for which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate flag State requirements. In the absence of applicable flag State requirements the medical certificate shall be dated not more than three months prior to the respective Crew members leaving their country of domicile and maintained for the duration of their service on board the Vessel;

 

  (iv) ensuring that the Crew shall have a command of the English language of a sufficient standard to enable them to perform their duties safely;

 

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

 

  (vi) training of the Crew and supervising their efficiency;

 

  (vii) conducting union negotiations;

 

  (viii) operating the Managers’ drug and alcohol policy unless otherwise agreed.

3.2 Technical Management

(only applicable if agreed according to Box 6)

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

 

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

 

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

 

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

 

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

 

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

3.3 Commercial Management

(only applicable if agreed according to Box 7)

The Managers shall provide the commercial operation of the Vessel, as required by the Owners, which includes, but is not limited to, the following functions:

 

  (i) providing chartering services in accordance with the Owners’ instructions which include, but are not limited to, seeking and negotiating employment for the Vessel and the conclusion (including the execution thereof) of charter parties or other contracts relating to the employment of the Vessel. If such a contract exceeds the period stated in Box 13, consent thereto in writing shall first be obtained from the Owners.

 

  (ii) arranging of the proper payment to Owners or their nominees of all hire and/or freight revenues or other moneys of whatsoever nature to which Owners may be entitled arising out of the employment of or otherwise in connection with the Vessel.
 


PART II

“Shipman 98” Standard Ship Management Agreement

 

  (iii) providing voyage estimates and accounts and calculating of hire, freights, demurrage and/or despatch moneys due from or due to the charterers passengers of the Vessel;

 

  (iv) issuing of voyage instructions;

 

  (v) appointing agents;

 

  (vi) appointing stevedores;

 

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

3.4 Insurance Arrangements

(only applicable if agreed according to Box 8)

The Managers shall arrange insurances in accordance with Clause 6, on such terms and conditions as the Owners shall have instructed or agreed, in particular regarding conditions, insured values, deductibles and franchises.

3.5 Accounting Services

(only applicable if agreed according to Box 9)

The Managers shall:

 

  (i) establish an accounting system which meets the requirements of the Owners and provide regular accounting services, supply regular reports and records,

 

  (ii) maintain the records of all costs and expenditure incurred as well as data necessary or proper for the settlement of accounts between the parties.

3.6 Sale or Purchase of the Vessel

(only applicable if agreed according to Box 10)

The Managers shall, in accordance with the Owners’ instructions, supervise the sale or purchase of the Vessel, including the performance of any sale or purchase agreement, but not negotiation of the same.

3.7 Provisions (only applicable if agreed according to Box 11)

The Managers shall arrange for the supply of provisions.

3.8 Bunkering (only applicable if agreed according to Box 12)

The Managers shall arrange for the provision of bunker, of the quality specified by the Owners as required for the Vessel’s trade.

 

4. Managers’ Obligations

4.1 The Managers undertake to use their best endeavours to provide the agreed Management Services as agents for and on behalf of the Owners in accordance with sound ship management practice and to protect and promote the interests of the Owners in all matters relating to the provision of services hereunder.

Provided, however, that the Managers in the performance of their management responsibilities under this Agreement shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable.

4.2 Where the Managers are providing Technical Management in accordance with sub-clause 3.2, they shall procure that the requirements of the law of the flag of the Vessel are satisfied and they shall in particular be deemed to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable.

 

5. Owners’ Obligations

5.1 The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this Agreement.

5.2 Where the Managers are providing Technical Management in accordance with sub-clause 3.2, the Owners shall:

 

  (i) procure that all officers and ratings supplied by them or on their behalf comply with the requirements of STCW 95;

 

  (ii) instruct such officers and ratings to obey all reasonable orders of the Managers in connection with the operation of the Managers’ safety management system.

5.3 Where the Managers are not providing Technical Management in accordance with sub-clause 3.2, the Owners shall procure that the requirements of the law of the flag of the Vessel are satisfied and that they, or such other entity as may be appointed by them and identified to the Managers, shall be deemed to be the “Company” as defined by the ISM Code assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable.

 

6. Insurance Policies

The Owners shall procure, whether by instructing the Managers under sub-clause 3.4 or otherwise, that throughout the period of this Agreement:

6.1 at the Owners’ expense, the Vessel is insured for not less than her sound market value or entered for her full gross tonnage, as the case may be for:

 

  (i) usual hull and machinery marine risks (including crew negligence) and excess liabilities;

 

  (ii) protection and indemnity risks (including pollution risks and Crew Insurances); and

 

  (iii) war risks (including protection and indemnity and crew risks) in accordance with the best practice of prudent owners of vessels of a similar type to the Vessel, with first class insurance companies, underwriters or associations (“the Owners’ Insurances”);

6.2 all premiums and calls on the Owners’ Insurances are paid promptly by their due date,

6.3 the Owners’ Insurances name the Managers and, subject to underwriters’ agreement, any third party designated by the Managers as a joint assured, with full cover, with the Owners obtaining cover in respect of each of the insurances specified in sub-clause 6.1:

 

  (i) on terms whereby the Managers and any such third party are liable in respect of premiums or calls arising in connection with the Owners’ Insurances; or

 

  (ii) if reasonably obtainable, on terms such that neither the Managers nor any such third party shall be under any liability in respect of premiums or calls arising in connection with the Owners’ Insurances; or

 

  (iii) on such other terms as may be agreed in writing.

Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left blank then (i) applies.

6.4 written evidence is provided, to the reasonable satisfaction of the Managers, of their compliance with their obligations under Clause 6 within a reasonable time of the commencement of the Agreement, and of each renewal date and, if specifically requested, of each payment date of the Owners’ Insurances.

 

7. Income Collected and Expenses Paid an Behalf of Owners

7.1 All moneys collected by the Managers under the terms of this Agreement (other than moneys payable by the Owners to the Managers) and any interest thereon shall be held to the credit of the Owners in a separate bank account.

 


PART II

“Shipman 98” Standard Ship Management Agreement

 

7.2 All expenses incurred by the Managers under the terms of this Agreement on behalf of the Owners (including expenses as provided in Clause 8) may be debited against the Owners in the account referred to under sub-clause 7.1 but shall in any event remain payable by the Owners to the Managers on demand.

 

8. Management Fee

8.1 The Owners shall pay to the Managers for their services as Managers under this Agreement an annual management fee as stated in Box 15 which shall be payable, by equal monthly instalments in advance, the first instalment being payable on the commencement of this Agreement (see Clause 2 and Box 4) and subsequent instalments being payable every month.

8.2 The management fee shall be subject to an annual review on the anniversary date of the Agreement and the proposed fee shall be presented in the annual budget referred to in sub-clause 9.1.

8.3 The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff, facilities and stationery. Without limiting the generality of Clause 7 the Owners shall reimburse the Managers for postage and communication expenses, travelling expenses, and other out of pocket expenses properly incurred by the Managers in pursuance of the Management Services.

8.4 In the event of the appointment of the Managers being terminated by the Owners or the Managers in accordance with the provisions of Clauses 17 and 18 other than by reason of default by the Managers, or if the Vessel is lost, sold or otherwise disposed of, the “management fee” payable to the Managers according to the provisions of sub-clause 8.1, shall continue to be payable for a further period of three calendar months as from the termination date. In addition, provided that the Managers provide Crew for the Vessel in accordance with sub-clause 3.1:

 

  (i) the Owners shall continue to pay Crew Support Costs during the said further period of three calendar months and

 

  (ii) the Owners shall pay an equitable proportion of any Severance Costs which may materialize, not exceeding the amount stated in Box 16.

8.5 If the Owners decide to lay-up the Vessel whilst this Agreement remains in force and such lay-up lasts for more than three months, an appropriate reduction of the management fee for the period exceeding three months until one month before the Vessel is again put into service shall be mutually agreed between the parties.

8.6 Unless otherwise agreed in writing all discounts and commissions obtained by the Managers in the course of the management of the Vessel shall be credited to the Owners.

 

9. Budgets and Management of Funds

9.1 The Managers shall present to the Owners annually a budget for the following twelve months in such form as the Owners require. The budget for the first year hereof is set out in Annex “C” hereto. Subsequent annual budgets shall be prepared by the Managers and submitted to the Owners by 15 November each year not less than three months before the anniversary date of the commencement of this Agreement (see Clause 2 and Box 4).

9.2 The Owners shall indicate to the Managers their acceptance and approval of the annual budget within one month of presentation and in the absence of any such indication the Managers shall be entitled to assume that the

Owners have accepted the proposed budget.

9.3 Following the agreement of the budget, the Managers shall prepare and present to the Owners their estimate of the working capital requirement of the Vessel and the Managers shall each month update this estimate. Based thereon, the Managers shall each month request the Owners in writing for the funds required to run the Vessel for the ensuing month, including the payment of any occasional or extraordinary item of expenditure, such as emergency repair costs, additional insurance premiums, bunkers or provisions. Such funds shall be received by the Managers within ten running days after the receipt by the Owners of the Managers’ written request and shall be held to the credit of the Owners in a separate bank account.

9.4 The Managers shall produce a comparison between budgeted and actual income and expenditure of the Vessel, in such form as required by the Owners, monthly or at such other intervals as mutually agreed.

9.5 Notwithstanding anything contained herein to the contrary, the Managers shall in no circumstances be required to use or commit their own funds to finance the provision of the Management Services.

 

10. Managers’ Right to Sub-Contract

The Managers shall not have the right to sub-contract any of their obligations hereunder, including those mentioned in sub-clause 3.1, without the prior written consent of the Owners, which shall not be unreasonably withheld. In the event of such a sub-contract, the Managers shall remain fully liable for the due performance of their obligations under this Agreement.

 

11. Responsibilities

11.1 Force Majeure - Neither the Owners nor the Managers shall be under any liability for any failure to perform any of their obligations hereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control.

11.2 Liability to Owners - (i) Without prejudice to sub-clause 11.1, the Managers shall be under no liability whatsoever to the Owners for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and howsoever arising in the course of performance of the Management Services UNLESS same is proved to have resulted solely from the negligence, gross negligence or wilful default of the Managers or their employees, or agents or sub-contractors employed by them in connection with the Vessel, in which case (save where loss, damage, delay or expense has resulted from the Managers’ personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Managers’ liability for each incident or series of incidents giving rise to a claim or claims shall never exceed; a total of ten times the annual management fee payable hereunder.

(ii) Notwithstanding anything that may appear to the contrary in this Agreement, the Managers shall not be liable for any of the actions of the Crew, even if such actions are negligent, grossly negligent or wilful, except only to the extent that they are shown to have resulted from a failure by the Managers to discharge their obligations under sub-clause 3.1, in which case their liability shall be limited in accordance with the terms of this Clause 11.

 


PART II

“Shipman 98” Standard Ship Management Agreement

 

11.3 Indemnity - Except to the extent and solely for the amount therein set out that the Managers would be liable under sub-clause 11.2, the Owners hereby undertake to keep the Managers and their employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection with the performance of the Agreement, and against and in respect of all costs, losses, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Managers may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement.

11.4 “Himalaya” - It is hereby expressly agreed that no employee or agent of the Managers (including every sub-contractor from time to time employed by the Managers) shall in any circumstances whatsoever be under any liability whatsoever to the Owners for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this Clause 11, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to the Managers or to which the Managers are entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Managers acting as aforesaid and for the purpose of all the foregoing provisions of this Clause 11 the Managers are or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement.

 

12. Documentation

Where the Managers are providing Technical Management in accordance with sub-clause 3.2 and/or Crew Management in accordance with sub-clause 3.1, they shall make available, upon Owners’ request, all documentation and records related to the Safety Management System (SMS) and/or the Crew which the Owners need in order to demonstrate compliance with the ISM Code and STCW 95 or to defend a claim against a third party.

 

13. General Administration

13.1 The Managers shall handle and settle all claims arising out of the Management Services hereunder and keep the Owners informed regarding any incident of which the Managers become aware which gives or may give rise to claims or disputes involving third parties.

13.2 The Managers shall, as instructed by the Owners, bring or defend actions, suits or proceedings in connection with matters entrusted to the Managers according to this Agreement

13.3 The Managers shall also have power to obtain legal or technical or other outside expert advice in relation to the handing and settlement of claims and disputes or all other matters affecting the interests of the Owners in respect of the Vessel.

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

13.5 Any costs reasonably incurred by the Managers in carrying out their obligations according to Clause 13 shall be reimbursed by the Owners.

14. Auditing

The Managers shall at all times maintain and keep true and correct accounts and shall make the same available for inspection and auditing by the Owners at such times as may be mutually agreed. On the termination, for whatever reasons, of this Agreement, the Managers shall release to the Owners, if so requested, the originals where possible, or otherwise certified copies, of all such accounts and all documents specifically relating to the Vessel and her operation.

 

15. Inspection of Vessel

The Owners shall have the right at any time after giving reasonable notice to the Managers to inspect the Vessel for any reason they consider necessary.

 

16. Compliance with Laws and Regulations

The Managers will not do or permit to be done anything which might cause any breach or infringement of the laws and regulations of the Vessel’s flag, or of the places where she trades.

 

17. Duration of the Agreement

This Agreement shall come into effect on the day and year stated in Box 4 and shall continue until the data stated in Box 17. Thereafter it shall continue until terminated by either party giving to the other notice in writing, in which event the Agreement shall terminate upon the expiration of a period of three months from the date upon which such notice was given.

 

18. Termination

18.1 Owners’ Default

 

  (i) The Managers shall be entitled to terminate the Agreement with immediate effect by notice in writing if any moneys payable by the Owners under this Agreement and/or the owners of any associated vessel, details of which are listed in Annex “D”, shall not have been received in the Managers’ nominated account within ten running days of receipt by the Owners of the Manager’s written request or if the Vessel is repossessed by the Mortgagees.

 

  (ii) If the Owners:

 

  (a) fail to meet their obligations under sub-clauses 5.2 and 5.3 of this Agreement for any reason within their control, or

 

  (b) proceed with the employment of or continue to employ the Vessel in the carriage of contraband, blockade running, or an unlawful trade, or on a voyage which in the reasonable opinion of the Managers is unduly hazardous or improper, the Managers may give notice of the default to the Owners, requiring them to remedy it as soon as practically possible. In the event that the Owners fail to remedy it within a reasonable time to the satisfaction of the Managers, the Managers shall be entitled to terminate the Agreement with immediate effect by notice in writing.

18.2 Managers’ Default

If the Managers fail to meet their obligations under Clauses 3 and 4 of this Agreement for any reason within the control of the Managers, the Owners may give notice to the Managers of the default, requiring them to remedy it as soon as practically possible. In the event that the Managers

 


PART II

“Shipman 98” Standard Ship Management Agreement

 

fail to remedy it within a reasonable time to the satisfaction of the Owners, the Owners shall be entitled to terminate the Agreement with immediate effect by notice in writing.

18.3 Extraordinary Termination

This Agreement shall be deemed to be terminated in the case of the sale of the Vessel or if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned.

18.4 For the purpose of sub-clause 18.3 hereof

 

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

 

  (ii) the Vessel shall not be deemed to be lost unless either she has become an actual total loss or agreement has been reached with her underwriters in respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred.

18.5 This Agreement shall terminate forthwith in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of either party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

18.6 The termination of this Agreement shall be without prejudice to all rights accrued due between the parties prior to the date of termination.

 

19. Law and Arbitration

19.1 This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

In cases where neither the claim nor any counterclaim exceeds the sum of €50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are

commenced.

19.2 This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the Maritime Law of the United States and any dispute arising out of or in connection with this Agreement shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of USD 50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration proceedings are commenced.

19.3 This Agreement shall be governed by and construed in accordance with the laws of the place mutually agreed by the parties and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at a mutually agreed place, subject to the procedures applicable there.

19.4 If Box 18 in Part I is not appropriately filled in, sub-clause 19.1 of this Clause shall apply.

Note: 19.1, 19.2 and 19.3 are alternatives; indicate alternative agreed in Box 18.

 

20. Notices

20.1 Any notice to be given by either party to the other party shall be in writing and may be sent by fax, telex, registered or recorded mail or by personal service.

20.2 The address of the Parties for service of such communication shall be as stated in Boxes 19 and 20, respectively.

 


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

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

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

 

 

 

Date of Agreement:    30.05.2012
Name of Vessel(s):    NB 2575     Hyundai Heavy Industries Co., Ltd.
Particulars of Vessel(s):    Shuttle Tanker


Date of Agreement 30th May 2012 – Re: NB 2575 Hyundai Heavy industries Co., Ltd.

Clauses

Clause 17

This Agreement shall come into effect on the day stated in Box 4and shall continue until terminated by either party giving to the other notice in writing, in which event the Agreement shall terminate upon the expiration of a period of six months from the date upon which such notice was given.

The Owner may only terminate this Agreement if so decided in the Company meeting in accordance with the Company Agreement. Documentation for such decision shall be presented to Manager along with the termination letter.

Clause 19

The Ship Management Agreement shall be governed by Norwegian Law and the parties accept Haugesund City Court as proper legal venue for the settlement of any controversy or dispute that may araise in connection with, or as a result of this contract that cannot be resolved by mutual agreement between the parties hereto.


Addendum number 1 to the Standard Ship Management Agreement dated 30.05.2012

Re.: NB 2575 to be named M/T Ingrid Knutsen

With effect from this addendum date a New Box 13 have been agreed to be: NO

With effect this addendum date a New Box 15 have been agreed to be:

USD 386 900 annual to be escalated by 6% annual, first time 01.01.2013

With effect from July 1 st 2012 KNOT Management AS will become new manager and a New Box 3 have been agreed to be:

Managers:

Name: KNOT Management AS

Place of registered office: Smedasundet 40, 5529 Haugesund, Norway

Law of registry: Haugesund, Norway

Haugesund, July 1 st 2012

 

/s/ Trygve Seglem     /s/ Trygve Seglem
Knutsen OAS Shipping AS     KNOT Management AS
Old Managers     New Managers
By CEO Trygve Seglem     By CEO Trygve Seglem

 

/s/ Trygve Seglem
Knutsen NYK Shuttle Tankers 16 AS
Owners
By Chairman of the Board Trygve Seglem


ADDENDUM NO. 2

TO

SHIP MANAGEMENT AGREEMENT

“INGRID KNUTSEN”

This Addendum No. 2 (this “ Addendum ”) to the Ship Management Agreement, dated May 30, 2012, between Knutsen NYK Shuttle Tankers 16 AS, a Norwegian limited liability company (the “ Owners ”), and Knutsen OAS Shipping AS, a Norwegian private limited liability company (the “ Prior Managers ”), as amended by Addendum Number 1 to the Standard Ship Management Agreement, dated July 1, 2012, between the Owners, the Prior Managers and KNOT Management AS, a Norwegian private limited liability company (the “ Managers ” and such agreement, as amended, the “ Agreement ”), is made as of October 15, 2015, between the Owners and the Managers

RECITALS

WHEREAS, the Owners and the Managers wish to amend certain provisions of the Agreement, and agree that such amendments is to take effect as from the Effective Date.

For the purpose of this Addendum “ Effective Date ” means the date on which the shares in the Owner have been transferred to KNOT Shuttle Tankers AS.

AGREEMENT

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

Section 1. Amendments to the Agreement .

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

 

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

“Not applicable”

 

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

“(ii)”

 

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


“One year after commencement”

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

“19.3 Norwegian law, Haugesund as place of arbitration”

 

  1.5 The paragraph located above the signature block on page 1 of the Agreement is hereby amended and restated in its entirety to read as follows:

“It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II, as well as Annexes “A” (Details of Vessel), “B” (Details of Crew) and “C” (Budget) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes “A”, “B” and “C” shall prevail over those of PART II to the extent of such conflict but no further.”

 

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

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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

“Following the agreement of the budget, the Managers shall prepare and present to the Owners their estimate of the working capital requirement of the Vessel and the Managers shall each quarter update this estimate. Based thereon, the Managers shall each quarter request the Owners in writing for the funds required to run the Vessel for the ensuing quarter, including the payment of any occasional or extraordinary item of expenditure, such as emergency repair costs, additional insurance premiums, bunkers or provisions. Such funds shall be received by the Managers within 60 running days after the receipt by the Owners of the Managers’ written request and shall be held to the credit of the Owners in a separate bank account.”


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

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

 

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

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

1.10 Annex “A” of the Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A .

1.11 The Agreement is hereby amended by adding Annex “B,” in the form attached hereto as Exhibit B , and Annex “C,” in the form attached hereto as Exhibit C , at the end thereof.

Section 2. No Other Changes . Except as specifically set forth in this Addendum, the terms and provisions of the Agreement shall remain unmodified, and the Agreement is hereby confirmed by the parties in full force and effect as amended herein. The Agreement (as amended by this Addendum) constitutes the entire understanding of the parties with respect to the subject matter thereof, and no other covenants have been made by either party to the other.

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

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

[ Signature Page Follows. ]


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

 

OWNERS
KNUTSEN NYK SHUTTLE TANKERS 16 AS
By:  

/s/ Trygve Seglem

Name:   Trygve Seglem
Title:   Chairman
MANAGERS
KNOT MANAGEMENT AS
By:  

/s/ Trygve Seglem

Name:   Trygve Seglem
Title:   CEO

Signature Page to

Addendum No. 2 to Ship Management Agreement


EXHIBIT A

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

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

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

 

 

Ingrid Knutsen

 

Main Particulars   
Owner    Knutsen NYK Shuttle Tankers 16 AS
Operator    KNOT Management AS
Classification / Notation    1A1 Tanker for oil BIS Bow loading BWM(T) CCO Clean(Design) COAT-PSPC(B) COMF(C-3, V-3) CSA(FLS2) CSR DYNPOS(AUTR) E0 ESP ESV(DP[HIL]) F(A, C, M) HELDK(CAA-N, H, S) NAUT(AW) OPP-F Plus SPM TMON VCS(2)
Flag / Register    United Kingdom
Home Port    ABERDEEN
IMO Number / Call sign    9649225 / 2HER5
Service Speed    13,5 (Charter Party Speed)
Main Dimensions   
Length overall    257,79 m
Length between Perpendiculars    239 m
Breath (Moulded)    44,0 m
Depth (Moulded)    21,50
Keel to masthead    58,54 m


Ballast parallel body length Total/ Bow-mid manifold/stern-mid manifold    97,10 / 56,55 / 40,52
Summer deadweight (SDWT) parallel body length Total/ Bow-mid manifold/stern-mid manifold    97,10 / 56,55 / 40,52
Manifold arrangement   

Arrangement: OCIMF Standard (Steel)

3x 406 mm (16 “) ANSI

Draft/Displacement/Deadweight   

Loadline

Summer:

Winter:

Tropical:

Lightship:

Normal Ballast

  

Draft

15,018 m

14,705 m

15,331 m

3,027 m

8,25 m

  

Displacement

134,854MT

131,700MT

138,008MT

23,220 MT

69,658.80MT

  

Deadweight

111,634 MT

108,480 MT

114,788MT

 

46,478.60 MT

Gross tonnage    66,038
Net tonnage    32,982
Machinery   
Main engine   

Hyundai-Man B&W MAN

7S60ME-C8,2 15200 KW

Propeller    KAWASAKI HEAVY INDUSTRIES controllable pitch propeller
Boilers (Maker / Type / Pressure / Capacity))   

2x Aalborg Mission OL

18 bars /20000kg/hr

Alternators   

Hyundai Himsen 4-stroke, trunk piston in line type

2x 3000 KW

2x 3500 KW

Steering gear (Maker / Type)    Rolls Royce /Electro hydraulic rotary vane type with electric pump control
Bow Thrusters    Kawasaki; tunnel,1 x 2200 KW + Azimuth 1 x 2200 KW
Stern Thrusters    Kawasaki; tunnel,1 x 2200 KW + Azimuth 1 x 2200 KW
Cargo Equipment   
Cargo tanks   

No of tanks: 12 + 2 slops

No of grades: 3

98% capacity, cargo tanks: 120,913,8 m3

98% slop tanks capacity: 2152,4 m3

Total 98% capacity: 123,066,2 m3


Cargo pumps (Type/Maker/Capacity/head)   

1x Steam Centrifugal / HHI / 4000m3/h 135m

 

2x Electrical centrifugal / HHI /4000 m3/h / 135 m

Spray/stripping pumps (Maker/Capacity/head)    CSP 300/300m3/h /135 m
Ballast pumps (Type/Maker/Capacity)    Centrifugal – HBP400/ HHI /3000m3/h 25 m
High duty Compressor (Type/Maker/Capacity)    N/A
Low duty Compressor (Type/Maker/Capacity    N/A
Mooring equipment   
Mooring Winches (Type/Maker/heaving power/break capacity    Hydraulic double drum / Pusnes / 20 t / 67,2 t
Mooring ropes on drums /No/diameter/material/length/Breaking strength   

Wire (rope tails)

 

16 /35 mm(80mm)/ steel wire +(nylon rope tail) / 220m +(11m)/ 84t (115t)


EXHIBIT B

ANNEX “B” (MANNING) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

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

 

 

INGRID KNUTSEN


Budget 2015

On board vs on

leave

 

     No    Nat    No    Nat.
Master/Kaptein    1    Nor    1    Nor
Ch.off/Ovstm    1    Nor    1    Nor
Ch.off.jr/Ovstm.jr    1    Nor    1    Nor
2.off/1.stm    1    Nor    1    Nor
2.off.jr/1.stm.jr            
3.off/2.stm    1    Nor    1    Nor
3.off.jr/2.stm.jr            
Deck cad/Dekk kad.            
AB appr/Matros lærl            
Ch.eng/Mask.sj    1    Nor    1    Nor
Cargo Eng./Cargomask.            
2.eng/1.mask.    1    Eur    1    Eur
2.eng.jr/1.mask.jr            
3.eng/2.mask    1    Eur    1    Eur
4.eng/3.mask    1    Fil    1    Fil
Eng cad/Mask kad            
Motorm appr/Motorm.lærl.            
Electr/Elektriker    1    Eur    1    Eur
Electr ass/Elektr.ass.            
Electr cad/Elektr.kad            
Electr appr/Elektr.lærl.            
Bosun/Arb.leder    1    Fil    1    Fil
Pumpman/Pumpemann            
AB/Matros    3    Fil    3    Fil
OS/Lettmatros    2    Fil    2    Fil
Motorman/Motormann    2    Fil    2    Fil
Fitter/Reparatør    1    Fil    1    Fil
Oiler/Smører            
Wiper/Smører    1    Fil    1    Fil
Ch.stwrd/Forpl.sj    1    Fil    1    Fil
Clerk (Ch.cook/Kokk)            
Messman/Messegutt    1    Fil    1    Fil
Stew/Forpl.ass            
Boy/Messegutt    1    Fil    1    Fil
Sup.Num./Painter Cleaner            
Sup.Num.            
  

 

     

 

  
Number On board    23       23   
  

 

     

 

  


EXHIBIT C

ANNEX “C” (BUDGET) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

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

 

 

Manager’s Budget for the year 2015:

INGRID KNUTSEN

 

DESCRIPTION    USD PER DAY      USD PER YEAR  

1. Technical Expences

     3 762         1 373 200   

2. Lubrication oils

     411         150 000   

3. Manning

     9 852         3 596 064   

4. Insurance

     1 120         408 646   

5. Management fee

     1 304         475 804   
  

 

 

    

 

 

 

Total

     16 449         6 003 714