Loans
Overview
21 July 2015
Last revised
minutes
2
Reading time
The loan finance business model is as simple as it sounds: the owner borrows part of the purchase price from a bank or other lender, and is the legal, registered owner of the yacht. The lender takes security over the yacht. While most yacht loan agreements and associated documentation is complex, most of this relates to the lender’s security.
minutes
2
Reading time
21 July 2015
Last revised
The loan finance business model is as simple as it sounds: the owner borrows part of the purchase price from a bank or other lender, and is the legal, registered owner of the yacht. The lender takes security over the yacht. While most yacht loan agreements and associated documentation is complex, most of this relates to the lender’s security.
Lenders typically use their own documentation, which may lack clarity and organization.
The loan agreement outlines the availability of funds and conditions for repayment.
Security provisions are crucial and can be detailed in the loan agreement and additional documents.
Covenants in the loan agreement specify borrower obligations and restrictions, such as the sale and navigation of the yacht.
Assignments of rights under insurance policies and charter earnings may be required.
The mortgage on the yacht is registered as part of the loan agreement.
Guarantees from third-party companies and beneficial owners provide additional security.
Covenants and restrictions aim to ensure proper management, operational compliance, and insurance coverage.
Choosing English law and jurisdiction is common in the ship finance sector due to expertise and favorable legal conditions.
Opting for English law can save costs and promote amicable relationships among parties involved.
The mortgage on the yacht is registered as part of the loan agreement.
Guarantees from third-party companies and beneficial owners provide additional security.
Covenants and restrictions aim to ensure proper management, operational compliance, and insurance coverage.
Choosing English law and jurisdiction is common in the ship finance sector due to expertise and favorable legal conditions.
Opting for English law can save costs and promote amicable relationships among parties involved.
Lenders typically use their own documentation, which may lack clarity and organization.
The loan agreement outlines the availability of funds and conditions for repayment.
Security provisions are crucial and can be detailed in the loan agreement and additional documents.
Covenants in the loan agreement specify borrower obligations and restrictions, such as the sale and navigation of the yacht.
Assignments of rights under insurance policies and charter earnings may be required.
Lenders will usually have their own ready-made documentation. While reasonably uniform in scope and contents, the taxonomy and readability usually leave much to be desired. Within the loan agreement, the loan clause sets out that the loan will be available, either in one lump sum where the yacht has already been built, or at certain newbuild milestones.
Given that the lender’s not the owner, the security, detailed in the agreement, is comprehensive. Default events are set out in the loan agreement, to make clear the circumstances which will trigger the lender’s right to demand immediate repayment of the loan and what happens in the event such payment is not forthcoming.
Finally, various standard boilerplate clauses in the loan agreement deal with key housekeeping matters, with the most important being the law and jurisdiction clause: parties must make sure they are taking advice from an experienced, insured lawyer duly qualified in the correct jurisdiction.
SECURITY
Security provisions make up most of the loan documentation, and can be set out both in the loan agreement and further documents:
A covenants clause within the loan agreement, and/or a separate deed of covenant
Assignments to the lender of the borrower’s rights under yacht’s insurance policies
An assignment of the yacht’s charter earnings to the lender
The mortgage on the yacht, registered pursuant to the loan agreement
A guarantee from a third party company owned by the yacht’s beneficial owner
A guarantee from the beneficial owner him or herself
Covenants set out positive and negative promises on the part of the borrower. There is usually a restriction on the sale of the yacht, and restrictions the geographical navigation and use of the yacht – for example, the yacht may not be allowed to visit places where enforcement of loan could prove challenging. Chartering and operational management often may only be undertake on approved terms. Where management is deficient, insurance cover could be withdrawn and the lender’s security unnecessarily jeopardised. A more detailed analysis of the security requirements is set out here.
LAW & JURISDICTION
As, for historical reasons, the centre of the world’s ship finance sector is London, it makes sense to ensure that all the contractual relationships are governed by English law and subject to English jurisdiction. Although it is not easy to think of yachts as being ships, that is exactly what they are in the eyes of the law. A greater concentration of yachting lawyers and case-law, coupled with an innovative banking culture and a legal regime which encourages settlement, means that this choice may well save legal costs and maintain good relations among the parties.
Thank you to all our Members who contributed to this article. Unless otherwise stated, this article broadly describes, by way of illustration, the situation in the United Kingdom waters in respect of United Kingdom-registered vessels. This piece does not provide or replace legal advice.
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