SHIPLEASE is a standardised term sheet intended for use in ship sale and leaseback transactions. The term sheet has been principally developed for sale and leaseback transactions involving second-hand ships, but it can be readily adapted to fit structures involving newbuildings or vessels that are undergoing major refit. It is suitable for use for both operating and finance leases, although it may need to be adjusted as appropriate. The latest edition of this contract is SHIPLEASE, issued in 2020.
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Table of contents
In 2019, BIMCO decided to enhance the suite of term sheets available for financiers, shipowners and their advisors by developing a term sheet for ship sale and leaseback transactions. Such structures have been booming in recent years and, as there is currently no standard in the market, it is considered a very timely form.
To ensure familiarity and facilitate the use of BIMCO’s suite of term sheets, the style and layout of SHIPLEASE has been kept similar to SHIPTERM and SHIPTERM S, where appropriate. However, SHIPTERM and SHIPTERM S are intended for term loan facilities and SHIPLEASE therefore varies significantly from these forms in certain places.
BIMCO would like to thank the drafting committee for their commitment to the project and their considerable efforts in producing SHIPLEASE 2020:
BIMCO secretariat support was provided by Christian Hoppe, General Counsel and Doris Larsen, Personal Assistant to the Deputy Secretary General.
We would also like to extend our appreciation to those who took part in the consultation process during the drafting. 65 representatives of shipowners, financial and leasing institutions, law firms and other experts worldwide joined the sounding board set up to enable a broader group of stakeholders to provide comments to the draft. The sounding board returned a substantial number of comments and drafting proposals, which were all considered thoroughly by the drafting committee over a series of meetings.
The term sheet has been drafted to reflect market practice. Practice may differ from one jurisdiction to another, and the basis for the drafting committee’s deliberations has predominantly been English law practice. The term sheet may, therefore, need to be amended or supplemented to reflect matters specific to other markets; to the jurisdictions in which the parties are situated and/or to the governing law chosen (if this is not English law).
Importantly, the parties should keep in mind that the indicative/non-binding nature of the term sheet may not be upheld in all jurisdictions. Thus, despite the term sheet being clearly indicated as indicative, it could be considered as a legally binding document in certain jurisdictions.
The term sheet contains signature boxes at the end of Part 1 as some leasing companies require a signed term sheet prior to seeking final credit approval. The drafting committee considered this from the perspective of the term sheet’s stated non-binding nature and took the view that, from an English law perspective, signing the term sheet (which contains an express statement as to its non-binding nature) would not negatively affect its non-binding nature. However, it is important for parties to keep in mind that this may not be the case in all jurisdictions and, despite the term sheet clearly indicating that it is indicative only, under the laws of certain jurisdictions, the term sheet (or parts of it) could nevertheless be held to have binding effect (whether signed or not).
The following notes are intended to provide a background to the development of SHIPLEASE 2020 and share some of the drafting committee’s thinking behind key clauses. The notes are not part of the term sheet and should not be taken as a legal interpretation of any of the terms and conditions set out in the form.
SHIPLEASE 2020 is based on SHIPTERM and SHIPTERM S, BIMCO’s standard term sheets for bilateral and syndicated term loan facilities. Where relevant, the explanatory notes identify where SHIPLEASE 2020 differs from SHIPTERM and SHIPTERM S, and focus attention on areas where it is beneficial to provide an explanation as to why the drafting committee has chosen a particular wording or approach.
Similar to SHIPTERM and SHIPTERM S, SHIPLEASE does not include a section of defined terms as the drafting committee felt this was unnecessary. However, terms which are capitalised in the boxes in Part I are also capitalised where they are used in Part II.
The term sheet has been drafted on the basis that it sets out indicative terms and conditions for a ship sale and leaseback transaction, but it does not itself create a binding legal agreement. Nevertheless, signature boxes have been included (see below).
The terms and conditions of the proposed ship sale and leaseback transaction, once agreed, are to be incorporated into a negotiated memorandum of agreement (MOA), a bareboat charter and related security documents satisfactory to all the parties.
The term sheet has been principally developed for sale and leaseback transactions involving second-hand ships, which represent the majority of leasing deals currently being negotiated, but it can be readily adapted to fit structures involving newbuildings or vessels that are undergoing major refit. If used for newbuildings, the term sheet should, amongst other, include the following: In Clause 13 (Security), an obligation for the charterer to grant a first priority assignment of the shipbuilding contract and any refund guarantees needed; and, in subclause 17(a) (Vessel covenants), undertaking supervision of construction or refitting of the vessel. Other adjustments should also be considered, such as conditions precedent and/or early termination events relating to the construction process and including the vessel’s delivery date in Annex A (Details of Vessel).
The term sheet is suitable for use for both operating leases and finance leases, although it may need to be adjusted as appropriate, for example by specific purchase option or termination sum terms. It has not been specifically developed for tax based structures such as Japanese Operating Leases with Call Option (JOLCOs), French tax leases, and similar structures, as this would add too much complexity to the term sheet, but can also be adapted for these kinds of leases.
The term sheet is divided into seven sections: Part I, Part II, Annex A (Details of Vessel), Annex B (Hire), Annex C (Amounts Payable upon Extraordinary Event or Termination Event), Annex D (Change of Control), and Annex E (Financial Covenants). Part I is used to insert the variables that have been agreed between the parties. Part II contains the standard provisions. The annexes can be used to include more detailed provisions, schedules, etc.
Part I follows the customary BIMCO box layout style. The boxes are used to enter details of the main terms that the parties agree when the term sheet is concluded. As a matter of convenience, the boxes, where appropriate, contain cross references to the relevant clauses in Part II.
The opening paragraph of Part I sets out the indicative nature of the term sheet – an approach which has been carried over from SHIPTERM and SHIPTERM S and which the drafting committee considered reflects market practice. To avoid confusion, it has been specified that the term sheet does not constitute a binding agreement to the terms described therein. It further provides that the commencement of the transactions described in the term sheet is subject to internal approval and satisfactory documentation.
The box maintains the approach in SHIPTERM and SHIPTERM S to state the date of the term sheet. It also adds the expiry date of the term sheet and a cross reference to Clause 23 (Miscellaneous) which, in paragraph iv., sets out more detailed provisions on when the term sheet will expire.
Four boxes have been included to enable the parties to state the name of the seller, lessor, charterer, and guarantors and other obligors. The term “Lessor” has been used instead of “Owner” throughout the term sheet. It may be the case that not all boxes should be filled in at the term sheet stage. It is quite common for leasing transactions that the single-purpose owner is not established at the point of drafting the term sheet in which case Box 3 should not be filled in. Box 2 should only be filled in if the seller is not also the charterer of the vessel.
For simplicity, the term sheet is developed for single ship sale and leaseback transactions. The form, therefore, consistently refers to the vessel, seller, lessor and charterer in the singular but this can be amended to fit structures with multiple vessels/parties. In such cases, references to vessel, seller, etc. shall be deemed to be to “each” vessel, seller, etc.
Also, if relevant, the sellers, single purpose companies, also known as SPVs (single purpose vehicles), etc. should be mentioned in the same order as the vessels (in Box 8 and/or Annex A) to avoid confusion. With respect to Box 3, where the lessor is an SPV, recourse to a company of substance for the lessor’s undertaking generally is sometimes negotiated and given.
In Box 6 (Maximum Purchase Price of Vessel), the parties should state the currency and amount or basis for calculation. The box refers to the lessor’s maximum commitment in respect of the purchase price of the vessel, the actual commitment potentially being somewhat lower depending on the fair market value of the vessel at the time of funding/delivery. Thus, the purchase price in the memorandum of agreement (MOA) may be different from the purchase price stated in the term sheet. In Box 7 (Advance Hire), the parties should state the relevant percentage of the purchase price which the lessee is required to pay at the start of the lease as an initial hire payment. This initial hire instalment (which can, in some transactions alternatively be structured as a lessee subordinated loan) is effectively the equity portion of the financing amount which the lessee is responsible for. The purchase price and financing amount can be the same in transactions where no equity portion payment is required.
The parties have the choice to describe the vessel in Box 8 or specify it in further detail in Annex A (Details of Vessel). While SHIPTERM and SHIPTERM S contained separate boxes on vessels’ registries/flags and classification society and class notation, these have not been carried over to SHIPLEASE but the parties can state relevant information in Annex A.
There will often be different approaches as to what information relating to the charter period should be included in the box. While it may be the number of years or months from commencement of the charter party, this will not always be the case. Some ship sale and leaseback term sheets may simply state the commencement date. For this reason, no further specification has been provided in the box.
The boxes enable the parties to specify information relating to hire and period extension hire. In Box 12, the parties can specify whether hire should be fixed or floating, what currency hire should be paid in, the frequency of hire payments and the basis of calculation of hire. The parties can either include the information in the relevant box or in Annex B, which is dedicated to hire.
The box enables the parties to include the hull insurance ratio by stating the ratio to balance of the fixed hire or “other basis” which, for example, could include taking into account a purchase option or purchase obligation.
Unlike the term sheets for term loan facilities, SHIPLEASE contains signature boxes. Although the non-binding nature of the term sheet also applies in sale and leaseback transactions, some leasing companies prefer to sign the term sheet before obtaining final credit approval. Signature boxes have therefore been included, which the parties can simply leave empty if no signatures are needed.
The drafting committee considered that a signature box for the lessor and one for the obligors are sufficient. The seller, charterer and guarantor will typically be related group companies and only the guarantor will sign. As the guarantor is also an obligor, and the charterer may not be in existence at the time the term sheet is signed, the signature box for obligors would suffice.
Part II provides an overview of the transaction, followed by specific sections dealing with the sale of the vessel, the charter of the vessel, and other transaction terms.
The clause sets out the main steps of the transaction. The drafting committee agreed that it would make more sense to use the term “lessor” instead of “owner” and the term “lessor” has therefore been used throughout the term sheet.
Contrary to SHIPTERM and SHIPTERM S, SHIPLEASE does not have a purpose clause. The drafting committee did not consider that such a clause was necessary in SHIPLEASE.
It is specified that the transaction will be implemented by way of a memorandum of agreement (MOA) and a bareboat charter which will be based on the Norwegian Sale Form (NSF) 2012 and BARECON 2017. Reference will be added to the BIMCO ship sale agreement when that agreement has been adopted in 2021.
The clause specifies that the seller and the lessor will enter into a memorandum of agreement (MOA) pursuant to which the lessor will acquire the vessel. While the clause refers to a MOA, other forms can be contemplated. For example, if the term sheet is used for transactions such as Japanese Operating Leases with Call Option (JOLCOs), an instalment sale agreement might need to be referred to instead of the MOA.
As regards the condition of the vessel on delivery under the MOA or other sale agreement, the drafting committee’s view was that this is most likely to be on an “as is, where is” basis, but could also be on the basis that the vessel must be seaworthy or in class or, less commonly, must meet other specified conditions. Parties should adjust this as appropriate for each transaction.
According to the clause, the purchase price shall be the lower of the initial fair market value and the maximum purchase price stated in Box 6. A variety of valuation methodologies for determining fair market value can be used.
It is specified that the initial fair market value will be the average of two current valuations of two brokers acceptable to the lessor. In Annex E (Financial Covenants), the parties can list pre-agreed valuers.
The difference between the two valuations should be calculated on the basis of the lower valuation number. This is to avoid any confusion in relation to the basis for the calculation.
It is specified that the lessor will charter the vessel to the charterer on an “as is where is” basis and on the terms and conditions set out in the bareboat charter. It should be noted that certain registries allow for the registration of bareboat charters as distinct from registration of ownership and the parties may wish to reflect these arrangements here or in Annex A.
The clause refers back to Box 12 and specifies that hire shall be paid on a “hell or high water” basis.
The clause refers back to Box 10 and specifies that the charter period shall commence immediately when the vessel is delivered under the memorandum of agreement (MOA).
The clause makes the link between the charter period extension stated in Box 11 and the charter period extension hire stated in Box 13.
The clause lists the, typically “no fault”, circumstances in which the charter will terminate early, such as actual or constructive total loss of the vessel and illegality. Other circumstances can be specified if relevant. In case an extraordinary event occurs, the charterer shall pay the amount stated in Annex C.
The extraordinary events in Clause 9 are distinct from the termination events listed in Clause 18 (Termination Events) (see below). For clarification, “illegality” in Clause 9b. concerns illegality primarily affecting the lessor, whereas “unlawfulness” in Clause 18x. concerns unlawfulness primarily affecting the charterer.
The parties may want to address partial prepayment/advance hire payment and breakage costs during their negotiations of the term sheet.
The clause provides a purchase option for the charterer, i.e. an option to purchase the vessel during the charter period. Even though many sale and leaseback transactions contain a purchase option, there are transactions that do not (e.g. “pure” operating leases) and it is therefore stated that the purchase option only applies if the relevant box is completed (Box 16). It is specified in the clause that, in case the charterer does exercise the purchase option, the purchase will be on an “as is, where is” basis.
The clause provides a purchase obligation for the charterer, i.e. an obligation to purchase the vessel at the end of the charter period. Similar to the purchase obligation in Clause 10, the purchase obligation only applies if the corresponding box is completed (Box 17) and, if the obligation does apply as between the parties, the purchase will be on an “as is, where is” basis.
The clause contains information about the fees and when these are payable. The amount of the fees and when they are to be paid should be stated in Box 15. It is specified in the clause that the fees are non-refundable unless specifically stated in the box.
Unlike SHIPTERM and SHIPTERM S, no reference to specific fees have been made in the clause. The drafting committee considered that in view of the many different types of fees that can apply (and the differences in terminology used to describe them) it was preferable to make generic reference to “fees”.
The clause lists the security to be granted by the charterer in favour of the lessor. It was considered whether a reference should be included in the clause to cross-collateralisation, but the drafting committee considered such a reference to be more appropriate in Clause 17(d)ii. (Financial covenants).
If the term sheet is used for newbuildings, it may be relevant to include a first priority assignment of the shipbuilding contract and any refund guarantee.
The clause gives the lessor the right to mortgage the vessel and onward assign by way of security the bareboat charter to any financiers providing financing to the lessor. This right is subject to the provision by the mortgagee of a letter of quiet enjoyment to the charterer.
The parties should be mindful that the status of the quiet enjoyment letter would need to be considered in case of a transfer from one mortgagee to another mortgagee.
The clause has been carried over from SHIPTERM and SHIPTERM S with the modification that the obligation to keep the vessel insured is on the charterer and that the insurances must name the lessor, or if the lessor has mortgaged the vessel the relevant mortgagee, as sole loss payee. Also, the reference to loss of hire insurance has been deleted.
The parties should be aware that multiple vessel deals may be cross-collateralised. In such case, any security granted in favour of the lessor may be substituted in favour of a security trustee.
The clause does not set out a list of required representations and warranties but instead states that the obligors shall make representations and warranties customary for transactions of this nature. These representations and warranties may be subject to qualifications agreed between the parties when negotiating the transaction documents.
This approach has been carried over from SHIPTERM and SHIPTERM S, for which it was felt to be common in debt markets where the nature of the representations is reasonably standard and where the relevant provisions are not generally the subject of substantive negotiation when documenting the loan. In particular, it was felt that there were no representations or warranties specific to shipping transactions which needed to be highlighted. The drafting committee considered the same to be the case in a ship sale and leaseback context.
The clause mirrors the approach of Clause 16 in as much as it contains a general requirement that covenants will include those customary for transactions of this nature. However, maintaining the same approach as SHIPTERM and SHIPTERM S, the term sheet only sets out those covenants which are considered market standard in a ship sale and leaseback transaction to provide a framework for the parties. The introduction to the clause states that the covenants will be subject to qualifications and exceptions as may be agreed.
In subclause (a) (Vessel covenants), the drafting committee considered whether to deal with return conditions in more detail. However, it was felt that return conditions may vary depending on whether a charter is a finance or operating lease or depending on other structural features, as well as vary depending on the nature of the vessel, and therefore detailed return conditions have not been included. BARECON 2017 has provisions for maintenance and return conditions which can be adapted as necessary.
In case the term sheet is used for newbuildings, the parties may want to add a vessel covenant relating to undertaking supervision of construction or refitting of the vessel.
In subclause (c) (Information covenants), new covenants have been added, in paragraph vi., relating to prompt notification of environmental claims or incidents and, in paragraph vii., relating to prompt notification of litigation. The drafting committee considered that such covenants are now routinely included in charter parties.
Subclause (d) (Financial covenants) states that the fair market value of the vessel will be determined no less frequently than every 12 months by an average of two desk top valuations by valuers acceptable to the lessor, provided on a charter-free basis at the cost of the charterer. The drafting committee considered 12 months to be market practice, whereas some comments received during the industry consultation viewed 13 months as a common alternative.
It is specified that amounts prepaid will be applied against the outstanding hire instalments in inverse order of maturity. Alternatively, the parties may wish to specify that amounts prepaid will be applied against the outstanding hire instalments pro rata.
If there are more complex financial covenants, these can be included in Annex E. This could e.g. be the case in a multiple vessel deal involving cross-collateralisation.
It was considered if the term sheet should cater for return of additional security in case the value of the vessel increases. The drafting committee considered that this was not typically a term sheet point, whereas the long form documentation may address this, and parties should therefore keep it in mind when negotiating the transaction documents.
This clause adopts the same approach as Clause 17 in stipulating that termination events customary for transactions of this nature will apply, while including a checklist of common event of default-type termination events to guide the parties during the negotiations. Recognising that termination events are often heavily negotiated, the clause also provides that the termination events listed will in any case be subject to qualifications and remedy periods as may be agreed between the parties when negotiating the full documentation.
Paragraph iv. states that cross default (financial indebtedness) in excess of the cross default (financial indebtedness) threshold stated in the relevant box (Box 21) constitutes a termination event. It is specified that the cross default shall be assessed on an individual or group basis, as applicable. In Box 21, the parties should state whether the cross default threshold is applicable to the charterer, guarantor and/or other obligors.
In SHIPTERM and SHIPTERM S, change of control is considered a mandatory prepayment event, i.e. an extraordinary event as they are defined in this term sheet. The drafting committee considered that, for the purpose of a sale and leaseback transaction, it should be included as a termination event only (paragraph vi.).
The clause specifies that interest at the default rate stated in the relevant box (Box 14) will apply in respect of any amount due but unpaid.
The clause sets out the lessor’s rights if a termination event occurs. Namely, the lessor will have the right to take repossession of the vessel and receive the termination sum as calculated in Annex C. It is specified that all relevant amounts will become immediately due and payable and the leasing of the vessel under the charter will terminate.
Parties are reminded that there may be an enforceability issue and they will have to negotiate any other relevant provisions in the transaction documents.
The clause mirrors the approach in SHIPTERM and SHIPTERM S, namely to include a list of standard conditions precedent to assist the parties in preparing themselves for the documentation process. To be noted that the details of any such list will be heavily influenced, amongst other, by factors specific to the nature of the asset subject to the sale and leaseback transaction and the jurisdictions relevant to the transaction.
The list is intended to cover the types of conditions precedent considered common in almost all circumstances but is unlikely to be exhaustive.
As compared with SHIPTERM and SHIPTERM S, a new condition precedent has been added relating to satisfaction of know your customer, anti-money laundering and other compliance requirements. Subclause 17(b) (General covenants) also includes a reference to compliance with laws (including applicable sanctions, anti-money laundering, anti-bribery and other regulatory requirements), but the drafting committee considered it market standard to also make it a condition precedent that the compliance requirements are met.
The clause sets out the circumstances in which the lessor may transfer its rights and/or obligations under the charter in the future. Three options have been provided: the transfer being strictly conditional upon the charterer’s consent; the transfer requiring prior consultation between the lessor and the charterer; or, the transfer simply requiring notice from the lessor to the charterer. It is specified that no consent/consultation/notice is required in case of a termination event or if transfer is to an affiliate of the lessor.
The clause contains a range of unrelated but nevertheless significant conditions to be included in the transaction documents. It mirrors the approach in SHIPTERM and SHIPTERM S with a few exceptions, including that transfer rights have been singled out as a separate clause (Clause 22, see above).
It is standard practice that the charterer is responsible for the reasonable costs and expenses incurred in the negotiation, preparation, execution and perfection of the memorandum of agreement, bareboat charter and other transaction documents. This is reflected in paragraph i. and, for the avoidance of doubt, it has been clarified that “costs and expenses” would also cover legal expenses.
Paragraph ii. contains a general statement that the transaction documents will contain provisions customary for sale and leaseback transactions and lists certain examples of areas that will be covered by the transaction documents.
The parties may wish to add a separate confidentiality clause whereby the term sheet is confidential, as opposed to such a confidentiality clause to be included in the final documentation (as stated in paragraph iii).
The parties may also wish to agree at the term sheet stage who should act as the legal counsel to the lessor.
A new paragraph iv. has been included which specifies that the term sheet will expire on the earliest of the date stated in box 1, when the transaction documents are executed, or as otherwise agreed.
The clause states that the memorandum of agreement, bareboat charter and all other transaction documents will be subject to the governing law and jurisdiction stated in the relevant boxes (Boxes 22 and 23). The governing law is the law the parties have agreed will apply to the transaction documents. The jurisdiction will determine which country’s courts the parties have agreed should hear disputes that may arise in relation to the transaction documents.
The term sheet allows the parties to opt for a governing law mutually agreed between them, which should apply to the transaction documents. Parties using the term sheet are reminded that they should always investigate the implications of their choice to ensure that any term sheet they agree does not contravene any laws of the relevant jurisdiction.
The choice of governing law and jurisdiction does not apply to the term sheet itself. This is in recognition of the indicative nature of the term sheet and to avoid that the reference to a governing law and jurisdiction as applying to the term sheet implies enforceability.
It cannot, however, be ruled out that the term sheet will be considered as a binding document in certain jurisdictions. Thus, the parties should be aware that the term sheet may be considered subject to the governing law and jurisdiction stated therein, even if this provision is only intended to apply to the transaction documents.
Five annexes are attached to the term sheet: Annex A (Details of Vessel), Annex B (Hire), Annex C (Amounts payable upon Extraordinary Event or Termination Event), Annex D (Change of Control), and Annex E (Financial Covenants). The parties may add additional annexes as they deem necessary.
Annex A enables the parties to provide further details on the vessel covered by the term sheet in addition to the information included in Box 8. The information listed reflects, amongst other things, the possibility of dual flags and an additional bareboat registry.
In case of a multiple vessel transaction, the parties can simply copy the list of information relating to the vessel as has been done in SHIPTERM S (Vessel 2/3/4 etc.). Other adjustments will have to be made, such as including the vessels’ delivery date.
The parties can use Annex B to include the hire schedule and more detailed information about the advance hire, the number and frequency of payments, whether payments are made in arrears or in advance and payment streams, charter period extension hire, and outstanding hire. If applicable, more detailed information about the purchase option and/or purchase obligation price can be included.
A description may also be included of the floating hire, if applicable, notably the interest rate (base rate plus margin) and interest period.
The annex enables the parties to insert the basis of calculation as agreed for the extraordinary event amount and termination sum to apply, respectively, in case of an extraordinary event or termination event. The relevant amounts and basis of calculation will depend on the nature of the sale and leaseback transaction, including whether it is a finance or operating lease, the basis on which the floating hire is determined etc., and may be expressed in words, formulae or a schedule of termination amounts applicable at various dates. The drafting committee therefore did not purport to set out general wording for this Annex.
Depending on the type of lease (e.g., operating or finance lease), the termination sum may be limited to an amount equal to unpaid hire through the date of termination (in the case of an operating lease) or the termination sum may include all unpaid hire through the end of the intended charter period along with breakage costs or other agreed amounts (in the case of a financing lease). The parties should clearly specify how the termination sum is to be calculated in this Annex C.
The annex enables the parties to include specifications relating to change of control, further to Clause 18 vi. As set out in this provision, it will only apply if change of control provisions have been specified in Annex D and the parties therefore have the choice not to fill in the annex if change of control requirements are not applicable.
The annex enables the parties to include specifications relating to the financial covenants set out in Clause 17(d), including pre-agreed valuers according to subparagraph (i) and other financial covenants according to subparagraph (ii). Pre-agreed valuers may also be listed further to Clause 4 (Purchase Price), in relation to determining the initial fair market value of the vessel.
Copyright in SHIPLEASE 2020 is held by BIMCO.
To use SHIPLEASE we recommend BIMCO’s charter party editing system, SmartCon, which provides access to a secure version of the term sheet that can be filled in and edited in Microsoft Word and then exchanged by email. For details of how to sign up to use SmartCon please visit www.bimco.org or contact firstname.lastname@example.org for assistance.
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