GASLOG PARTNERS LP and [ ], as Trustee FORM OF INDENTURE Dated as of ,GasLog Partners LP • October 9th, 2020 • 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”),
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
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...Loan 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.
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GASLOG PARTNERS LPGasLog Partners LP • January 17th, 2018 • 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.
Dated [●] GAS-[●] Ltd. and GASLOG LNG SERVICES LTD. SHIP MANAGEMENT AGREEMENT in respect of the Vessel, “[●]”Confidentiality Agreement • February 12th, 2016 • GasLog Partners LP • Water transportation • London
SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GASLOG PARTNERS LPGasLog Partners LP • August 5th, 2020 • 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.
AGREEMENT AND PLAN OF MERGER dated as of April 6, 2023, by and among GASLOG PARTNERS LP, GASLOG PARTNERS GP LLC, GASLOG LTD.Agreement and Plan of Merger • 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.
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 (*****).
GASLOG PARTNERS LP Common Units Having an Aggregate Offering Price of up to Amended and Restated Equity Distribution AgreementTerms Agreement • November 3rd, 2017 • 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.
ContractIndemnification 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”).
EIGHTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GASLOG PARTNERS LPGasLog Partners LP • July 24th, 2023 • 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.
FORM OF CONTRIBUTION AGREEMENT Dated as of [•], 2014Contribution 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.”
SHARE PURCHASE AGREEMENT Dated June 22, 2015 among GASLOG CARRIERS LTD., GASLOG LTD. and GASLOG PARTNERS LPShare 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.
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)Private and Confidential • 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.
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GASLOG PARTNERS LPGasLog Partners LP • October 30th, 2014 • 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.
Private and ConfidentialGasLog Partners LP • August 14th, 2014 • 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”):
GASLOG PARTNERS LP Common Units Having an Aggregate Offering Price of up to Second Amended and Restated Equity Distribution AgreementEquity Distribution Agreement • July 27th, 2018 • 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 $750,000,000 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.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GASLOG PARTNERS LPAgreement • 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:
Form of Commercial Management AgreementManagement 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”).
SHARE PURCHASE AGREEMENT Dated August 14, 2014 among GASLOG CARRIERS LTD., GASLOG LTD. and GASLOG PARTNERS LPShare 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.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GASLOG PARTNERS LPGasLog Partners LP • May 15th, 2017 • 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.
Private and Confidential Amendment and Restatement Agreement relating to CONFIRMATION MEMORANDUM – SHI HN 1946 Between Gas-three Ltd. (as Owners) and Methane Services LimitedPrivate and Confidential • 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.
FORM OF OMNIBUS AGREEMENT AMONG GASLOG LTD. GASLOG PARTNERS LP GASLOG PARTNERS GP LLC AND GASLOG PARTNERS HOLDINGS LLCOmnibus 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.
LIMITED LIABILITY COMPANY AGREEMENT OF GASLOG PARTNERS GP LLC A Marshall Islands Limited Liability CompanyLimited 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”).
GASLOG PARTNERS LP Common Units Having an Aggregate Offering Price of up to Third Amended and Restated Equity Distribution AgreementIntercreditor Agreement • February 26th, 2019 • 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 $750,000,000 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.
ADDENDUM TO OMNIBUS AGREEMENTAddendum to 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.
EXCHANGE AGREEMENT among GASLOG PARTNERS LP, GASLOG PARTNERS GP LLC and GASLOG LTD. Dated as of November 27, 2018Exchange 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”).
Dated 12 November 2014 Guarantor GASLOG PARTNERS LP Mortgagee CITIBANK, N.A., LONDON BRANCH CORPORATE GUARANTEE ContentsFacility Agreement • February 17th, 2015 • GasLog Partners LP • Water transportation
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 AgreementGasLog Partners LP • June 1st, 2015 • 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”).
EXCHANGE AGREEMENT among GASLOG PARTNERS LP, GASLOG PARTNERS GP LLC and GASLOG LTD. Dated as of June 24, 2019Exchange 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”).
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 facilityLoan Agreement • April 28th, 2014 • GasLog Partners LP • Water transportation
DATED , 2014GasLog Partners LP • August 14th, 2014 • Water transportation
GASLOG PARTNERS LP Common Units Having an Aggregate Offering Price of up to Fourth Amended and Restated Equity Distribution AgreementDistribution 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.
GasLog Partners LP [ ] Common Units Representing Limited Partner Interests Form of Underwriting AgreementGasLog Partners LP • August 14th, 2014 • Water transportation • New York
Form of ADMINISTRATIVE SERVICES AGREEMENTAdministrative 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”.
