GasLog Partners LP Sample Contracts

Date 18 April 2014 GAS-FIVE LTD. as Borrower – and – THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders – and – NORDEA BANK FINLAND PLC, LONDON BRANCH ABN AMRO BANK N.V. CITIBANK INTERNATIONAL PLC, LONDON BRANCH as Joint Lead...
Loan Agreement • April 28th, 2014 • GasLog Partners LP • Water transportation
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GASLOG PARTNERS LP and [ ], as Trustee FORM OF INDENTURE Dated as of ,
Indenture • October 9th, 2020 • GasLog Partners LP • Water transportation

THIS INDENTURE, dated as of , between GasLog Partners LP, a limited partnership organized under the laws of the Republic of the Marshall Islands (the “Issuer”), and [ ], as trustee (the “Trustee”),

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Dated [●] GAS-[●] Ltd. and GASLOG LNG SERVICES LTD. SHIP MANAGEMENT AGREEMENT in respect of the Vessel, “[●]”
Ship Management Agreement • February 12th, 2016 • GasLog Partners LP • Water transportation • London
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Date 18 April 2014 GAS-FIVE LTD. GAS-SIX LTD. as joint and several Borrowers -and- GasLog Ltd. GasLog Carriers Ltd. as Guarantors -and- THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders -and- NORDEA BANK FINLAND PLC, LONDON BRANCH...
Amending and Restating Agreement • April 28th, 2014 • GasLog Partners LP • Water transportation

Banks, the Agent and the Security Trustee, the Lenders (acting through the Agent), the Swap Banks, the Agent and the Security Trustee agreed in principle to enter into this Agreement.

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GASLOG PARTNERS LP Common Units Having an Aggregate Offering Price of up to Fourth Amended and Restated Equity Distribution Agreement
Equity Distribution Agreement • March 31st, 2021 • GasLog Partners LP • Water transportation • New York

GasLog Partners LP, a limited partnership organized under the laws of the Republic of The Marshall Islands (the “Partnership”), has filed a registration statement with the Securities and Exchange Commission (the “Commission”) under which the Partnership may from time to time, issue and sell up to an aggregate of $400,000,000 of the Partnership’s common units representing limited partner interests in the Partnership (the “Common Units”), other classes of units representing limited partner interests in the Partnership (the “Other Units”), debt securities of the Partnership (the “Debt Securities”), warrants to purchase Common Units, Other Units or other rights (“Warrants”), rights to purchase Common Units and Other Units (the “Rights”), and any combination of Common Units, Other Units, Debt Securities, Warrants and Rights.

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SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GASLOG PARTNERS LP
Limited Partnership Agreement • August 5th, 2020 • GasLog Partners LP • Water transportation • Marshall Islands

THIS SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GASLOG PARTNERS LP, dated as of August 5, 2020, is entered into by and between GasLog Partners GP LLC, a Marshall Islands limited liability company, as the General Partner and the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein, and is effective as of the Effective Time.

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AGREEMENT AND PLAN OF MERGER dated as of April 6, 2023, by and among GASLOG PARTNERS LP, GASLOG PARTNERS GP LLC, GASLOG LTD.
Merger Agreement • April 7th, 2023 • GasLog Partners LP • Water transportation • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of April 6, 2023 (this “Agreement”), is by and among GasLog Partners LP, a Marshall Islands limited partnership (the “Partnership”), GasLog Partners GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership (the “General Partner”), GasLog Ltd., a Bermuda exempted company (“Parent”), and Saturn Merger Sub LLC, a Marshall Islands limited liability company and a wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent and the General Partner, the “Sponsor Entities”). Each of the Partnership, the General Partner, Parent and Merger Sub are referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.15.

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Private & Confidential Dated 14 March 2012 GAS-three Ltd. and GAS-four Ltd. (1) arranged by DNB BANK ASA (2) THE EXPORT-IMPORT BANK OF KOREA (3) with DNB BANK ASA as Agent (4) DNB BANK ASA as Security Agent (5) FACILITIES AGREEMENT $272,500,000 Loan...
Facilities Agreement • April 21st, 2014 • GasLog Partners LP • Water transportation

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACES WITH FIVE ASTERISKS (*****).

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Contract
Indemnification Agreement • August 14th, 2014 • GasLog Partners LP • Water transportation • Delaware

This Indemnification Agreement (this “Agreement”) is made as of [date of agreement] by and between GasLog Partners LP, a Marshall Islands limited partnership (the “Partnership”), and [name of indemnitee] (the “Indemnitee”).

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Private and Confidential
LNG Time Charter Party • August 14th, 2014 • GasLog Partners LP • Water transportation • England and Wales

IT IS THIS DAY AGREED between GAS-seventeen Ltd., an exempted company incorporated under the laws of Bermuda and having its registered office at Clarendon House, 2 Church Street, Hamilton, RG6 1PT, Bermuda (hereinafter referred to as “Owners”), being owners of the good Liquefied Natural Gas Carrier called “Methane Jane Elizabeth” (hereinafter referred to as “the Vessel”) described as per Clause 1 hereof and METHANE SERVICES LIMITED, a company incorporated under the laws of England and Wales and having its registered office at 100 Thames Valley Park Drive, Reading, Berkshire RG6 1PT, United Kingdom (hereinafter referred to as “Charterers”):

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THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GASLOG PARTNERS LP
Limited Partnership Agreement • January 17th, 2018 • GasLog Partners LP • Water transportation • Marshall Islands

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GASLOG PARTNERS LP, dated as of January 17, 2018, is entered into by and between GasLog Partners GP LLC, a Marshall Islands limited liability company, as the General Partner and the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

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FORM OF CONTRIBUTION AGREEMENT Dated as of [•], 2014
Contribution Agreement • April 28th, 2014 • GasLog Partners LP • Water transportation • New York

This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of [•], 2014 is made by and among GASLOG LTD., an exempted company organized and existing under the laws of Bermuda (“GasLog”), GASLOG CARRIERS LTD., an exempted company organized and existing under the laws of Bermuda (“Carriers”), GASLOG PARTNERS LP, a limited partnership duly organized and existing under the laws of the Republic of the Marshall Islands (the “Partnership”), GASLOG PARTNERS GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership (the “General Partner”) and GASLOG PARTNERS HOLDINGS LLC, a Marshall Islands limited liability company (“New Holdings”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

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SHARE PURCHASE AGREEMENT Dated June 22, 2015 among GASLOG CARRIERS LTD., GASLOG LTD. and GASLOG PARTNERS LP
Share Purchase Agreement • June 22nd, 2015 • GasLog Partners LP • Water transportation • New York

SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of June 22, 2015, is made by and among GASLOG LTD. (the “Sponsor”), a Bermuda exempted company, GASLOG CARRIERS LTD. (the “Seller”), a Bermuda exempted company and a wholly owned subsidiary of the Sponsor (and together with the Sponsor, and their affiliates other than the Buyer Entities, the “Seller Entities”) and GASLOG PARTNERS LP (the “Buyer”), a limited partnership organized under the laws of the Republic of the Marshall Islands.

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Private and Confidential Amendment and Restatement Agreement relating to CONFIRMATION MEMORANDUM – SHI HN 2016 Between GAS-five Ltd. (as Owners) and Methane Services Limited (as Charterers)
Amendment and Restatement Agreement • April 3rd, 2014 • GasLog Partners LP • Water transportation

Reference is made to the Master Time Charter party and the confirmation memorandum (the “Confirmation Memorandum”) between the Owners and the Charterers dated 9 May 2011.

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AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GASLOG PARTNERS LP
Agreement of Limited Partnership • February 17th, 2015 • GasLog Partners LP • Water transportation • Marshall Islands

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GASLOG PARTNERS LP, dated as of May 12, 2014, is entered into by and between GasLog Partners GP LLC, a Marshall Islands limited liability company, as the General Partner and GasLog Ltd., an exempted company incorporated under the laws of Bermuda, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:

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EIGHTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GASLOG PARTNERS LP
Agreement of Limited Partnership • July 24th, 2023 • GasLog Partners LP • Water transportation

THIS EIGHTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GASLOG PARTNERS LP, dated as of July 21, 2023, is entered into by and between GasLog Partners GP LLC, a Marshall Islands limited liability company, as the General Partner and the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein, and is effective as of the Effective Time.

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Form of Commercial Management Agreement
Commercial Management Agreement • April 21st, 2014 • GasLog Partners LP • Water transportation • London

THIS AGREEMENT is made and entered into on this _____day of _______ 2014 between GAS-[●] Ltd., a corporation organized and existing under the laws of Bermuda (hereinafter called the “Owners”) and Gaslog Ltd., a corporation organized and existing under the laws of Bermuda (hereinafter called the “Commercial Managers”).

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SHARE PURCHASE AGREEMENT Dated August 14, 2014 among GASLOG CARRIERS LTD., GASLOG LTD. and GASLOG PARTNERS LP
Share Purchase Agreement • August 14th, 2014 • GasLog Partners LP • Water transportation • New York

SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of August 14, 2014, is made by and among GASLOG LTD. (the “Sponsor”), a Bermuda exempted company, GASLOG CARRIERS LTD. (the “Seller”), a Bermuda exempted company and a wholly owned subsidiary of the Sponsor (and together with the Sponsor, and their affiliates other than the Buyer Entities, the “Seller Entities”) and GASLOG PARTNERS LP (the “Buyer”), a limited partnership organized under the laws of the Republic of the Marshall Islands.

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SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GASLOG PARTNERS LP
Limited Partnership Agreement • May 15th, 2017 • GasLog Partners LP • Water transportation • Marshall Islands

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GASLOG PARTNERS LP, dated as of May 15, 2017, is entered into by and between GasLog Partners GP LLC, a Marshall Islands limited liability company, as the General Partner and the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

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Private and Confidential Amendment and Restatement Agreement relating to CONFIRMATION MEMORANDUM – SHI HN 1946 Between Gas-three Ltd. (as Owners) and Methane Services Limited
Amendment and Restatement Agreement • April 7th, 2014 • GasLog Partners LP • Water transportation

Reference is made to the Master Time Charter party and the confirmation memorandum (the “Confirmation Memorandum”) between the Owners and the Charterers dated 9 May 2011.

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FORM OF OMNIBUS AGREEMENT AMONG GASLOG LTD. GASLOG PARTNERS LP GASLOG PARTNERS GP LLC AND GASLOG PARTNERS HOLDINGS LLC
Omnibus Agreement • April 21st, 2014 • GasLog Partners LP • Water transportation

THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among GASLOG LTD., an exempted company incorporated under the laws of Bermuda (“GLOG”), GASLOG PARTNERS LP, a Marshall Islands limited partnership (the “MLP”), GASLOG PARTNERS GP LLC, a Marshall Islands limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined herein)) (the “General Partner”), and GASLOG PARTNERS HOLDINGS LLC, a Marshall Islands limited liability corporation.

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LIMITED LIABILITY COMPANY AGREEMENT OF GASLOG PARTNERS GP LLC A Marshall Islands Limited Liability Company
Limited Liability Company Agreement • April 21st, 2014 • GasLog Partners LP • Water transportation • Marshall Islands

This Limited Liability Company Agreement of GasLog Partners GP LLC, a Marshall Islands limited liability company (the “Company”), is made and entered into effective as of the 23rd day of January, 2014, by GasLog Ltd., an exempted company incorporated under the laws of Bermuda (“GasLog”).

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DATED 10 FEBRUARY 2025 FIRST SUPPLEMENTAL AGREEMENT relating to US$2,800,000,000 Reducing Revolving Loan Facility to GASLOG LTD. with DNB BANK ASA, LONDON BRANCH as Agent DNB BANK ASA, LONDON BRANCH as Security Agent guaranteed by THE ENTITIES LISTED...
First Supplemental Agreement • March 14th, 2025 • GasLog Partners LP • Water transportation
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ADDENDUM TO OMNIBUS AGREEMENT
Omnibus Agreement • April 30th, 2015 • GasLog Partners LP • Water transportation

THIS ADDENDUM is made on April 21, 2015 (this “Addendum”), to the Omnibus Agreement (the “Agreement”) dated May 12, 2014, among GASLOG LTD., a Bermuda exempted company (“GLOG”); GASLOG PARTNERS LP, a Marshall Islands limited partnership (the “MLP”); GASLOG PARTNERS GP LLC, a Marshall Islands limited liability company (the “General Partner”) and GASLOG PARTNERS HOLDINGS LLC, a Marshall Islands limited liability corporation (“Holdings” and, together with GLOG, the MLP and the General Partner, the “Parties”). Any capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Agreement.

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EXCHANGE AGREEMENT among GASLOG PARTNERS LP, GASLOG PARTNERS GP LLC and GASLOG LTD. Dated as of November 27, 2018
Exchange Agreement • November 27th, 2018 • GasLog Partners LP • Water transportation • New York

THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of November 27, 2018, is entered into by and among GasLog Partners LP, a limited partnership organized under the laws of the Republic of the Marshall Islands (the “Partnership”), GasLog Partners GP LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (the “General Partner”), and GasLog Ltd., a Bermuda exempted company (“GasLog”).

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Dated 12 November 2014 Guarantor GASLOG PARTNERS LP Mortgagee CITIBANK, N.A., LONDON BRANCH CORPORATE GUARANTEE Contents
Corporate Guarantee • February 17th, 2015 • GasLog Partners LP • Water transportation
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GasLog Partners LP Common Units Representing Limited Partner Interests Other Classes of Units Representing Limited Partner Interests Debt Securities Warrants Rights Combination Units Form of Underwriting Agreement
Underwriting Agreement • June 1st, 2015 • GasLog Partners LP • Water transportation • New York

GasLog Partners LP, a limited partnership organized under the laws of the Republic of The Marshall Islands (the “Partnership”), has filed a registration statement with the Securities and Exchange Commission (the “Commission”) under which the Partnership may from time to time, issue and sell up to an aggregate of $600,000,000 of the Partnership’s common units representing limited partner interests in the Partnership (the “Common Units”), other classes of units representing limited partner interests in the Partnership (the “Other Units”), debt securities of the Partnership (the “Debt Securities”), warrants to purchase Common Units, Other Units or other rights (“Warrants”), rights to purchase Common Units and Other Units (the “Rights”), and any combination of Common Units, Other Units, Debt Securities, Warrants and Rights (the “Combination Units”).

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EXCHANGE AGREEMENT among GASLOG PARTNERS LP, GASLOG PARTNERS GP LLC and GASLOG LTD. Dated as of June 24, 2019
Exchange Agreement • June 24th, 2019 • GasLog Partners LP • Water transportation • New York

THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of June 24, 2019, is entered into by and among GasLog Partners LP, a limited partnership organized under the laws of the Republic of the Marshall Islands (the “Partnership”), GasLog Partners GP LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (the “General Partner”), and GasLog Ltd., a Bermuda exempted company (“GasLog”).

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Date [●] 2014 GASLOG LTD. as Lender -and- GASLOG PARTNERS LP as Borrower FORM OF LOAN AGREEMENT relating to a $30,000,000 unsecured revolving credit facility
Loan Agreement • April 28th, 2014 • GasLog Partners LP • Water transportation
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DATED , 2014
Loan Agreement • August 14th, 2014 • GasLog Partners LP • Water transportation
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GasLog Partners LP [ ] Common Units Representing Limited Partner Interests Form of Underwriting Agreement
Underwriting Agreement • August 14th, 2014 • GasLog Partners LP • Water transportation • New York
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Form of ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 21st, 2014 • GasLog Partners LP • Water transportation • London

THIS AGREEMENT made effective the ____ day of ____________ 2014 (this “Agreement”), by and between GASLOG PARTNERS LP, a limited partnership duly organized and existing under the laws of the Republic of the Marshall Islands (the “Partnership”), and GASLOG LTD., a corporation organized and existing under the laws of Bermuda (“GasLog”), each a “Party” and collectively, the “Parties”.

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SECOND SUPPLEMENTAL DEED relating to a US$272,500,000 Loan to GAS-THREE LTD. and GAS-FOUR LTD. arranged by DNB BANK ASA and THE EXPORT-IMPORT BANK OF KOREA with DNB BANK ASA as Agent DNB BANK ASA as Security Agent
Second Supplemental Deed • April 28th, 2014 • GasLog Partners LP • Water transportation
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MASTER TIME CHARTER PARTY
Master Time Charter Party • April 7th, 2014 • GasLog Partners LP • Water transportation

This Master Time Charter party is hereby agreed between each of the entities listed on Page 1 hereof (each hereinafter referred to as “Owners”), a company designated in the applicable confirmation memorandum (“Confirmation Memorandum”) and Methane Services Limited, a company incorporated under the laws of England and Wales and having its registered office at 100 Thames Valley Park Drive, Reading, Berkshire RG6 1PT, United Kingdom (hereinafter referred to as “Charterers”).

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AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GASLOG PARTNERS LP
First Amended and Restated Agreement of Limited Partnership • October 30th, 2014 • GasLog Partners LP • Water transportation • Marshall Islands

This Amendment No. 1 (this “Amendment No. 1”) to the First Amended and Restated Agreement of Limited Partnership of GasLog Partners LP (the “Partnership”), dated as of May 12, 2014 (the “Partnership Agreement”), is hereby adopted effective as of October 30, 2014, by the Board of Directors of the Partnership and GasLog Partners GP LLC, a Marshall Islands limited liability company, as the General Partner (the “General Partner”). Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

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