GasLog Partners LP (Form: 20-F, Received: 02/12/2016 06:42:51)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

F ORM 20-F


(Mark One)
o		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
x		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
o		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

GasLog Partners LP

(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

Republic of the Marshall Islands
(Jurisdiction of incorporation or organization)

c/o GasLog Monaco S.A.M.
Gildo Pastor Center
7 Rue du Gabian
MC 98000, Monaco

(Address of principal executive offices)

Nicola Lloyd, General Counsel
c/o GasLog Monaco S.A.M.
Gildo Pastor Center
7 Rue du Gabian
MC 98000, Monaco

Telephone: +377 97 97 51 15 Facsimile: +377 97 97 51 24
(Name, Telephone, Facsimile number and Address of Registrant contact person)

SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


Title of Each Class		Name of Each Exchange on Which Registered
Common Units representing limited partner interests		New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(d) OF THE ACT: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of December 31, 2015, there were 21,822,358 Partnership common units outstanding.

Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

If this report is an annual or transition report, indicate by check mark if the Company is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No x

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the Company has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Company was required to submit and post such files). Yes o No o

Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o

Indicate by check mark which basis of accounting the Company has used to prepare the financial statements included in this filing.


U.S. GAAP o		International Financial Reporting Standards as issued by the International Accounting Standards Board x		Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Company has elected to follow. Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

TABLE OF CONTENTS


		Page
ABOUT THIS REPORT			ii
FORWARD-LOOKING STATEMENTS			ii
PART I			1
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE		1
ITEM 3.	KEY INFORMATION		1
ITEM 4.	INFORMATION ON THE PARTNERSHIP		43
ITEM 4.A.	UNRESOLVED STAFF COMMENTS		62
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS		62
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		86
ITEM 7.	MAJOR UNITHOLDERS AND RELATED PARTY TRANSACTIONS		93
ITEM 8.	FINANCIAL INFORMATION		104
ITEM 9.	THE OFFER AND LISTING		107
ITEM 10.	ADDITIONAL INFORMATION		107
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		115
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		117
PART II			118
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		118
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		118
ITEM 15.	CONTROLS AND PROCEDURES		118
ITEM 16.	[RESERVED]		120
ITEM 16.A.	AUDIT COMMITTEE FINANCIAL EXPERT		120
ITEM 16.B.	CODE OF ETHICS		120
ITEM 16.C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		120
ITEM 16.D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		121
ITEM 16.E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		121
ITEM 16.F.	CHANGE IN PARTNERSHIP’S CERTIFYING ACCOUNTANT		121
ITEM 16.G.	CORPORATE GOVERNANCE		121
ITEM 16.H.	MINE SAFETY DISCLOSURE		122
PART III			123
ITEM 17.	FINANCIAL STATEMENTS		123
ITEM 18.	FINANCIAL STATEMENTS		123
ITEM 19.	EXHIBITS		123
INDEX TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS			F-1

ABOUT THIS REPORT

In this annual report, unless otherwise indicated:

•

“GasLog Partners”, the “Partnership”, “we”, “our”, “us” or similar terms refer to GasLog Partners LP or any one or more of its subsidiaries, or to all such entities unless the context otherwise indicates;

•

“GasLog”, depending on the context, refers to GasLog Ltd. and to any one or more of its direct and indirect subsidiaries, other than GasLog Partners;

•

“our general partner” refers to GasLog Partners GP LLC, the general partner of GasLog Partners and a wholly owned subsidiary of GasLog;

•

“GasLog LNG Services” refers to GasLog LNG Services Ltd. a wholly owned subsidiary of GasLog;

•

“GasLog Carriers” refers to GasLog Carriers Ltd.;

•

“GasLog Partners Holdings” refers to GasLog Partners Holdings LLC;

•

“Ceres Shipping” refers to Ceres Shipping Ltd.;

•

“BG Group” refers to BG Group plc; “MSL” refers to Methane Services Limited, a subsidiary of BG Group, the acquisition of which by Royal Dutch Shell plc was approved in shareholder meetings held on January 27 and 28, 2016; “Samsung” refers to Samsung Heavy Industries Co. Ltd.; “Hyundai” refers to Hyundai Heavy Industries Co., Ltd.; and “Shell” refers to Royal Dutch Shell plc, or, in each case, any one or more of their subsidiaries or to such entities collectively;

• “LNG” refers to liquefied natural gas;

•

“dollars” and “$” refer to, and amounts are presented in, U.S. dollars; and

•

“cbm” refers to cubic meters.

FORWARD-LOOKING STATEMENTS

All statements in this annual report that are not statements of historical fact are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future, particularly in relation to our operations, cash flows, financial position, liquidity and cash available for dividends or distributions, plans, strategies, business prospects and changes and trends in our business and the markets in which we operate. In some cases, predictive, future-tense or forward-looking words such as “believe”, “intend”, “anticipate”, “estimate”, “project”, “forecast”, “plan”, “potential”, “may”, “should”, “could” and “expect” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we file with the Securities and Exchange Commission, or the “SEC”, other information sent to our security holders, and other written materials. We caution that these forward-looking statements represent our estimates and assumptions only as of the date of this annual report or the date on which such oral or written statements are made, as applicable, about factors that are beyond our ability to control or predict, and are not intended to give any assurance as to future results. Any of these factors or a combination of these factors could materially affect future results of operations and the ultimate accuracy of the forward-looking statements. Accordingly, you should not unduly rely on any forward-looking statements.

Factors that might cause future results and outcomes to differ include, but are not limited to, the following:

•

general LNG shipping market conditions and trends, including spot and long-term charter rates, ship values, factors affecting supply and demand of LNG and LNG shipping, technological advancements and opportunities for the profitable operations of LNG carriers;

•

our ability to leverage GasLog’s relationships and reputation in the shipping industry;

•

our ability to enter into time charters with new and existing customers;

•

changes in the ownership of our charterers;

•

our customers’ performance of their obligations under our time charters and other contracts;

•

our future operating performance, financial condition, liquidity and cash available for dividends and distributions;

•

our ability to purchase vessels from GasLog in the future;

•

our ability to obtain financing to fund capital expenditures, acquisitions and other corporate activities, funding by banks of their financial commitments, funding by GasLog of the Sponsor Credit Facility (as defined below) and our ability to meet our restrictive covenants and other obligations under our credit facilities;

•

future, pending or recent acquisitions of ships or other assets, business strategy, areas of possible expansion and expected capital spending or operating expenses;

•

our expectations about the time that it may take to construct and deliver newbuildings and the useful lives of our ships;

•

number of off-hire days, drydocking requirements and insurance costs;

•

fluctuations in currencies and interest rates;

•

our ability to maintain long-term relationships with major energy companies;

•

our ability to maximize the use of our ships, including the re-employment or disposal of ships no longer under time charter commitments, including the risk that our vessels may no longer have the latest technology at such time;

•

environmental and regulatory conditions, including changes in laws and regulations or actions taken by regulatory authorities;

•

the expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, requirements imposed by classification societies, and standards imposed by our charterers applicable to our business;

•

risks inherent in ship operation, including the discharge of pollutants;

•

GasLog’s ability to retain key employees and provide services to us, and the availability of skilled labor, ship crews and management;

•

potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists;

•

potential liability from future litigation;

•

our business strategy and other plans and objectives for future operations;

•

any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity breach; and

•

other factors discussed in “Item 3. Key Information—D. Risk Factors” of this annual report.

We undertake no obligation to update or revise any forward-looking statements contained in this annual report, whether as a result of new information, future events, a change in our views or expectations or otherwise. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our 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.

iii

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A. Selected Financial Data

This information should be read together with, and is qualified in its entirety by, our combined and consolidated financial statements and the notes thereto included in “Item 18. Financial Statements”. You should also read “Item 5. Operating and Financial Review and Prospects”.

Certain numerical figures included in the below tables have been rounded. Discrepancies in tables between totals and the sums of the amounts listed may occur due to such rounding.

A.1. IFRS Common Control Reported Results

The following table presents, in each case for the periods and as of the dates indicated, selected historical financial and operating data. The selected historical financial data as of December 31, 2014 and 2015 and for each of the years in the three year period ended December 31, 2015 has been derived from our audited combined and consolidated financial statements included in “Item 18. Financial Statements”. The historical financial data as of December 31, 2013 and 2012 and for the year ended December 31, 2012 is a summary of and is derived from our audited combined and consolidated financial statements which are not included in this report. The financial statements have been prepared in accordance with International Financial Reporting Standards, or “IFRS”, as issued by the International Accounting Standards Board, or the “IASB”.

Prior to the closing of our initial public offering, or “IPO”, we did not own any vessels. The following presentation assumes that our business was operated as a separate entity prior to its inception. For the periods prior to the closing of the IPO, our financial position, results of operations and cash flows reflected in our financial statements include all expenses allocable to our business, but may not be indicative of those that would have been incurred had we operated as a separate public entity for all years presented or of future results. The annual combined and consolidated financial statements and our historical financial and operating data under “IFRS Common Control Reported Results” include the accounts of the Partnership and its subsidiaries assuming that they are consolidated from the date of their incorporation by GasLog, as they were under the common control of GasLog. The transfer of the three initial vessels from GasLog to the Partnership at the time of the IPO, the transfer of two vessels from GasLog to the Partnership in September 2014 and the transfer of three vessels from GasLog to the Partnership in July 2015 were each accounted for as a reorganization of entities under common control under IFRS.


	Year Ended December 31,
	2012				2013				2014				2015
	(in thousands of U.S. dollars)
STATEMENT OF PROFIT OR LOSS
Revenues		$	—			$	64,143			$	158,170			$	199,689
Vessel operating costs			—				(12,311	)			(30,752	)			(42,788	)
Voyage expenses and commissions			—				(786	)			(2,028	)			(2,442	)
Depreciation			—				(12,238	)			(33,931	)			(44,253	)
General and administrative expenses			(30	)			(1,525	)			(6,382	)			(10,986	)

(Loss)/profit from operations			(30	)			37,283				85,077				99,220

Financial costs			(1	)			(12,133	)			(33,393	)			(27,202	)
Financial income			110				32				40				26
(Loss)/gain on interest rate swaps			(940	)			1,036				(8,078	)			—

Total other expenses, net			(831	)			(11,065	)			(41,431	)			(27,176	)

(Loss)/profit for the year		$	(861	)		$	26,218			$	43,646			$	72,044

(Loss)/profit attributable to GasLog’s operations ⁽¹⁾		$	(861	)		$	26,218			$	29,102			$	7,004
Partnership’s profit ⁽¹⁾		$	—			$	—			$	14,544			$	65,040
EARNINGS PER UNIT ATTRIBUTABLE TO THE PARTNERSHIP ⁽²⁾
Common units		$	—			$	—			$	0.75			$	2.38
Subordinated units		$	—			$	—			$	0.56			$	1.85
General partner units		$	—			$	—			$	0.66			$	2.28


	As of December 31,
	2012			2013			2014			2015
	(in thousands of U.S. dollars)
STATEMENT OF FINANCIAL POSITION DATA
Cash and cash equivalents		$	2		$	14,404		$	47,242		$	60,402
Short-term investments			—			—			21,700			—
Vessels			—			562,531			1,311,857			1,274,734
Vessels under construction			118,482			—			—			—
Total assets			128,765			581,770			1,388,164			1,347,170
Borrowings—current portion			—			22,075			21,000			325,768
Borrowings—non-current portion			—			363,917			775,537			415,723
Total equity			106,629			156,169			554,304			578,177
NUMBER OF UNITS OUTSTANDING
General Partner units			—			—			492,750			645,811
Common units			—			—			14,322,358			21,822,358
Subordinated units			—			—			9,822,358			9,822,358


	Year Ended December 31,
	2012				2013				2014				2015
	(in thousands of U.S. dollars)
CASH FLOW DATA
Net cash (used in)/provided by operating activities		$	(110	)		$	32,159			$	109,598			$	113,230
Net cash provided by/(used in) investing activities			110				(454,263	)			(807,766	)			14,592
Net cash provided by/(used in) financing activities			—				436,506				731,005				(114,662	)


	Year Ended December 31,
	2012		2013		2014		2015
FLEET DATA*
Number of LNG carriers at end of period		—		3		8		8
Average number of LNG carriers during period		—		2.3		6.1		8
Average age of LNG carriers (years)		—		0.76		5.7		6.7
Total calendar days of fleet for the period		—		833		2,230		2,920
Total operating days of fleet for the period ⁽³⁾		—		833		2,222		2,855

The Fleet Data above is calculated consistent with our IFRS Common Control Reported Results.


	Year Ended December 31,
	2012				2013			2014				2015
	(in thousands of U.S. dollars)
OTHER FINANCIAL DATA
EBITDA ⁽⁴⁾		$	(30	)		$	49,521		$	119,008			$	143,473
Adjusted EBITDA ⁽⁴⁾			(42	)			49,559			118,875				143,523
Capital expenditures:
Payment for vessels and vessel additions			—				452,792			787,601				7,142
Distributable cash flow ⁽⁴⁾			N/A				N/A			27,118				72,310
Cash distributions declared			N/A				9,800			21,219	⁽⁵⁾			51,192	⁽⁶⁾
Cash distributions paid			N/A				—			23,169	⁽⁵⁾			59,042	⁽⁶⁾

A.2. Partnership Performance Results

The financial and operating data below exclude amounts related to vessels currently owned by the Partnership for the periods prior to their respective transfer to GasLog Partners from GasLog, as the Partnership was not entitled to the cash or results generated in the periods prior to such transfers. The Partnership Performance Results are non-GAAP financial measures that the Partnership believes provide meaningful supplemental information to both management and investors regarding the financial and operating performance of the Partnership because such presentation is consistent with the calculation of the quarterly distribution and the earnings per unit, which similarly exclude the results of vessels prior to their transfer to the Partnership.


	Year Ended December 31,
	2012			2013			2014				2015
	(in thousands of U.S. dollars)
PARTNERSHIP PERFORMANCE STATEMENT OF PROFIT OR LOSS
Revenues ⁽⁴⁾		$	—		$	—		$	65,931			$	168,927
Vessel operating costs ⁽⁴⁾			—			—			(12,226	)			(33,656	)
Voyage expenses and commissions ⁽⁴⁾			—			—			(817	)			(2,102	)
Depreciation ⁽⁴⁾			—			—			(13,352	)			(35,981	)
General and administrative expenses ⁽⁴⁾			—			—			(4,591	)			(10,383	)

Profit from operations ⁽⁴⁾			—			—			34,945				86,805

Financial costs ⁽⁴⁾			—			—			(15,206	)			(21,789	)
Financial income ⁽⁴⁾			—			—			23				24
Loss on interest rate swaps ⁽⁴⁾			—			—			(5,218	)			—

Total other expenses, net ⁽⁴⁾			—			—			(20,401	)			(21,765	)

Partnership’s profit ⁽¹⁾⁽⁴⁾		$	—		$	—		$	14,544			$	65,040


	Year Ended December 31,
	2012		2013		2014		2015
PARTNERSHIP PERFORMANCE FLEET DATA*
Number of LNG carriers at end of period		—		—		5		8
Average number of LNG carriers during period		—		—		2.4		6.5
Average age of LNG carriers (years)		—		—		4.5		6.7
Total calendar days of fleet for the period		—		—		885		2,377
Total operating days of fleet for the period ⁽³⁾		—		—		885		2,377

The Partnership Performance Fleet Data above is calculated consistent with our Partnership Performance Results.


	Year Ended December 31,
	2012			2013			2014				2015
	(in thousands of U.S. dollars)
OTHER PARTNERSHIP PERFORMANCE FINANCIAL DATA
EBITDA ⁽⁴⁾		$	—		$	—		$	48,297			$	122,786
Adjusted EBITDA ⁽⁴⁾			—			—			48,156				122,842
Distributable cash flow ⁽⁴⁾			—			—			27,118				72,310
Cash distributions declared			—			—			13,369	⁽⁷⁾			51,192	⁽⁸⁾
Cash distributions paid			—			—			13,369	⁽⁷⁾			51,192	⁽⁸⁾

⁽¹⁾

See Note 19 to our audited combined and consolidated financial statements included elsewhere in this annual report.

⁽²⁾

As disclosed in Note 1 to our audited combined and consolidated financial statements, on May 12, 2014, the Partnership completed its IPO and issued 9,822,358 common units, 9,822,358 subordinated units and 400,913 general partner units. On September 29, 2014, the Partnership completed a follow-on public offering of 4,500,000 common units. In connection with the offering, the Partnership issued 91,837 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest. On June 26, 2015, the Partnership completed a follow-on public offering of 7,500,000 common units. In connection with this offering, the Partnership issued 153,061 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest. Earnings per unit is presented for the periods in which the units were outstanding.

⁽³⁾

The operating days for our fleet are the total number of days in a given period that the vessels were in our possession less the total number of days off-hire not recoverable from the insurers. We define days off-hire as days lost to, among other things, operational deficiencies, drydocking for repairs, maintenance or inspection, equipment breakdowns, special surveys and vessel upgrades, delays due to accidents, crew strikes, certain vessel detentions or similar problems, our failure to maintain the vessel in compliance with its specifications and contractual standards or to provide the required crew, or periods of commercial waiting time during which we do not earn charter hire.

⁽⁴⁾

Non-GAAP Financial Measures

Partnership Performance Results. As described above, our IFRS Common Control Reported Results are derived from the combined and consolidated financial statements of the Partnership.

Our Partnership Performance Results presented below are non-GAAP measures and exclude amounts related to GAS-three Ltd., GAS-four Ltd. and GAS-five Ltd. (the owners of the GasLog Shanghai , the GasLog Santiago and the GasLog Sydney , respectively) for the period prior to the closing of the IPO, GAS-sixteen Ltd. and GAS-seventeen Ltd. (the owners of the Methane Rita Andrea and the Methane Jane Elizabeth , respectively) for the period prior to their transfer to the Partnership on September 29, 2014 and the amounts related to GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. (the owners of the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally , respectively) for the period prior to their transfer to the Partnership on July 1, 2015. While such amounts are reflected in the Partnership’s reported financial statements because the transfers to the Partnership were accounted for as a reorganization of entities under common control under IFRS, (i) GAS-three Ltd., GAS-four Ltd. and GAS-five Ltd. were not owned by the Partnership prior to the closing of the IPO, (ii) GAS-sixteen Ltd. and GAS-seventeen Ltd. were not owned by the Partnership prior to their transfer to the Partnership in September 2014 and (iii) GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. were not owned by the Partnership prior to their transfer to the Partnership in July 2015, and accordingly the Partnership was not entitled to the cash or results generated in the period prior to such transfers.

The Partnership Performance Results are non-GAAP financial measures. GasLog Partners believes that these financial measures provide meaningful supplemental information to both management and investors regarding the financial and operating performance of the Partnership because such presentation is consistent with the calculation of the quarterly distribution and the earnings per unit, which similarly exclude the results of vessels prior to their transfer to the Partnership. These non-GAAP financial measures should not be viewed in isolation or as substitutes to the equivalent

GAAP measures presented in accordance with IFRS, but should be used in conjunction with the most directly comparable IFRS Common Control Reported Results.

For the years ended December 31, 2012 and 2013, prior to the Partnership’s incorporation, no results were attributable to the Partnership.

Reconciliation of Partnership Performance Results to IFRS Common Control Reported Results in our Financial Statements:


	Year Ended December 31, 2014												Year Ended December 31, 2015
	Results attributable to GasLog				Partnership Performance Results				IFRS Common Control Reported Results				Results attributable to GasLog				Partnership Performance Results				IFRS Common Control Reported Results
	(in thousands of U.S. dollars)
STATEMENT OF PROFIT OR LOSS
Revenues		$	92,239			$	65,931			$	158,170			$	30,762			$	168,927			$	199,689
Vessel operating costs			(18,526	)			(12,226	)			(30,752	)			(9,132	)			(33,656	)			(42,788	)
Voyage expenses and commissions			(1,211	)			(817	)			(2,028	)			(340	)			(2,102	)			(2,442	)
Depreciation			(20,579	)			(13,352	)			(33,931	)			(8,272	)			(35,981	)			(44,253	)
General and administrative expenses			(1,791	)			(4,591	)			(6,382	)			(603	)			(10,383	)			(10,986	)

Profit from operations			50,132				34,945				85,077				12,415				86,805				99,220

Financial costs			(18,187	)			(15,206	)			(33,393	)			(5,413	)			(21,789	)			(27,202	)
Financial income			17				23				40				2				24				26
Loss on interest rate swaps			(2,860	)			(5,218	)			(8,078	)			—				—				—

Total other expense			(21,030	)			(20,401	)			(41,431	)			(5,411	)			(21,765	)			(27,176	)

Profit for the year		$	29,102			$	14,544			$	43,646			$	7,004			$	65,040			$	72,044

EBITDA and Adjusted EBITDA. We define EBITDA as earnings before interest income and expense, gain/loss on interest rate swaps, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before foreign exchange gains/losses. EBITDA and Adjusted EBITDA which are non-GAAP financial measures, are used as supplemental financial measures by management and external users of financial statements, such as our investors, to assess our operating performance. The Partnership believes that these non-GAAP financial measures assist our management and investors by increasing the comparability of our performance from period to period. The Partnership believes that including EBITDA and Adjusted EBITDA assist our management and investors in (i) understanding and analyzing the results of our operating and business performance, (ii) selecting between investing in us and other investment alternatives and (iii) monitoring our ongoing financial and operational strength in assessing whether to continue to hold our common units. This increased comparability is achieved by excluding the potentially disparate effects between periods of, in the case of EBITDA and Adjusted EBITDA, interest, gains/losses on interest rate swaps, taxes, depreciation and amortization, and in the case of Adjusted EBITDA, foreign exchange gains/losses, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect results of operations between periods.

EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered alternatives to, or as substitutes for, or superior to profit/(loss), profit/(loss) from operations, earnings per unit or any other measure of operating performance presented in accordance with IFRS. Some of these limitations include the fact that they do not reflect (i) our cash expenditures or future requirements for capital expenditures or contractual commitments, (ii) changes in, or cash requirements for our working capital needs and (iii) the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt. Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements.

EBITDA and Adjusted EBITDA exclude some, but not all, items that affect profit/(loss) and these measures may vary among other companies. Therefore, EBITDA and Adjusted EBITDA as presented below may not be comparable to similarly titled measures of other companies. The following tables reconcile EBITDA and Adjusted EBITDA to profit/(loss), the most directly comparable IFRS financial measure, for the periods presented.

EBITDA and Adjusted EBITDA are presented on the basis of IFRS Common Control Reported Results and Partnership Performance Results. Partnership Performance Results are non-GAAP measures. The difference between IFRS Common Control Reported Results and Partnership Performance Results are results attributable to GasLog as set out in the reconciliation above.

Reconciliation of EBITDA and Adjusted EBITDA to Profit:


	IFRS Common Control Reported Results Year ended December 31,																Partnership Performance Results Year ended December 31,
	2012				2013				2014				2015				2012			2013			2014				2015
	(in thousands of U.S. dollars)
(Loss)/Profit for the year		$	(861	)		$	26,218			$	43,646			$	72,044			$	—		$	—		$	14,544			$	65,040
Financial income			(110	)			(32	)			(40	)			(26	)			—			—			(23	)			(24	)
Financial costs			1				12,133				33,393				27,202				—			—			15,206				21,789
Loss/(gain) on interest rate swaps			940				(1,036	)			8,078				—				—			—			5,218				—
Depreciation			—				12,238				33,931				44,253				—			—			13,352				35,981

EBITDA			(30	)			49,521				119,008				143,473				—			—			48,297				122,786

Foreign exchange (gains)/losses			(12	)			38				(133	)			50				—			—			(141	)			56

Adjusted EBITDA		$	(42	)		$	49,559			$	118,875			$	143,523			$	—		$	—		$	48,156			$	122,842

Distributable cash flow. Distributable cash flow means Adjusted EBITDA (Partnership Performance Results), after considering cash interest expense for the period, including realized loss on interest rate swaps and excluding amortization of loan fees, estimated drydocking and replacement capital reserves established by the Partnership. Estimated drydocking and replacement capital reserves represent capital expenditures required to renew and maintain over the long-term the operating capacity of, or the revenue generated by our capital assets. Distributable cash flow, which is a non-GAAP financial measure, is a quantitative standard used by investors in publicly-traded partnerships to assess their ability to make quarterly cash distributions. Our calculation of Distributable cash flow may not be comparable to that reported by other companies.

Distributable cash flow has limitations as an analytical tool and should not be considered as an alternative to, or substitute for, or superior to profit/(loss), profit/(loss) from operations, earnings per units or any other measure of operating performance presented in accordance with IFRS.

The table below reconciles Distributable cash flow and Cash distributions declared to Adjusted EBITDA (Partnership Performance Results).

Reconciliation of Distributable Cash Flow to Profit:


	Partnership Performance Results Year ended December 31,
	2014				2015
	(in thousands of U.S. dollars)
Adjusted EBITDA (Partnership Performance Results)*		$	48,156			$	122,842
Cash interest expense including realized loss on swaps and excluding amortization of loan fees			(9,912	)			(19,484	)
Drydocking capital reserve			(2,621	)			(8,338	)
Replacement capital reserve			(8,505	)			(22,710	)

Distributable cash flow			27,118				72,310

Other reserves**			(3,032	)			(16,123	)

Cash distributions***		$	24,086			$	56,187

See table above for reconciliation of Adjusted EBITDA (Partnership Performance Results) to Profit for the year.

Refers to reserves (other than the drydocking and replacement capital reserves) which have been established for the proper conduct of the business of the Partnership and its subsidiaries (including reserves for future capital expenditures and for anticipated future credit needs of the Partnership and its subsidiaries).

***

Refers to cash distributions made since the Partnership’s IPO. It excludes payments of dividends due to GasLog before vessels’ drop-down to the Partnership.

⁽⁵⁾

Does not reflect a distribution of $10.72 million declared in January 2015 in respect of the fourth quarter of 2014. Cash distribution paid includes $9.80 million dividend due to GasLog which was declared in 2013 and excludes $7.85 million dividend due to GasLog which was declared in 2014, in both cases prior to the contribution of the relevant vessels to the Partnership.

⁽⁶⁾

Does not reflect a distribution of $15.71 million declared in January 2016 in respect of the fourth quarter of 2015. Cash distribution paid includes $7.85 million dividend due to GasLog which was declared in 2014 prior to the contribution of the relevant vessels to the Partnership.

⁽⁷⁾

Does not reflect a distribution of $10.72 million declared in January 2015 and paid in February 2015, in respect of the fourth quarter of 2014.

⁽⁸⁾

Does not reflect a distribution of $15.71 million declared in January 2016 and paid in February 2016, in respect of the fourth quarter of 2015.

B. Capitalization and Indebtedness

The following table sets forth our capitalization as of December 31, 2015:

This information should be read in conjunction with “Item 5. Operating and Financial Review and Prospects”, and our combined and consolidated financial statements and the notes thereto included in “Item 18. Financial Statements”.


	As of December 31, 2015
	(in thousands of U.S. dollars)
Debt: ⁽¹⁾
Borrowings—current portion		$	325,768
Borrowings—non-current portion			415,723

Total debt			741,491

Partners’ Equity:
Common unitholders: 21,822,358 units issued and outstanding			507,433
Subordinated unitholders: 9,822,358 units issued and outstanding			59,786
General partner: 645,811 units issued and outstanding			8,842
Incentive distribution rights			2,116

Total Partners’ Equity			578,177

Total capitalization		$	1,319,668

⁽¹⁾

All of our bank debt has been incurred by our vessel owning subsidiaries. Our indebtedness, other than our Sponsor Credit Facility, is secured by mortgages on our owned ships and is guaranteed by the Partnership and an intermediate holding company for the Partnership. The $15.0 million outstanding under the Sponsor Credit Facility provided by GasLog is also included in the non-current debt. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities” for more information about our credit facilities.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Risks Inherent in Our Business

We may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses to enable us to pay the minimum quarterly distribution on our common units, subordinated units and general partner units.

We may not have sufficient cash from operations to pay the minimum quarterly distribution of $0.375 per unit on our common units, subordinated units and general partner units. The amount of cash we can distribute on our units principally depends upon the amount of cash we generate from our operations, which may fluctuate from quarter to quarter based on the risks described in this section, including, among other things:

•

the rates we obtain from our charters;

•

the continued availability of natural gas production, liquefaction and regasification facilities;

•

the price and demand for natural gas and oil;

•

the level of our operating costs, such as the cost of crews, vessel maintenance and insurance;

•

the number of off-hire days for our fleet and the timing of, and number of days required for, drydocking of vessels;

•

the supply of LNG carriers;

•

prevailing global and regional economic and political conditions;

•

changes in local income tax rates;

•

currency exchange rate fluctuations; and

•

the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business.

In addition, the actual amount of cash available for distribution will depend on other factors, including:

•

the level of capital expenditures we make, including for maintaining or replacing vessels and complying with regulations;

•

our debt service requirements, including fluctuations in interest rates, and restrictions on distributions contained in our debt instruments;

•

the level of debt we will incur to fund future acquisitions, including if we exercise our options to purchase any additional vessels from GasLog;

•

fluctuations in our working capital needs;

•

our ability to make, and the level of, working capital borrowings; and

•

the amount of any cash reserves, including reserves for future maintenance and replacement capital expenditures, working capital and other matters, established by our board of directors, which cash reserves are not subject to any specified maximum dollar amount.

The amount of cash we generate from our operations may differ materially from our profit or loss for a specified period, which will be affected by non-cash items. As a result of this and the other factors mentioned above, we may make cash distributions during periods in which we record losses and may not make cash distributions during periods when we record a profit.

Our ability to grow and to meet our financial needs may be adversely affected by our cash distribution policy.

Our cash distribution policy, which is consistent with our partnership agreement, requires us to distribute all of our available cash (as defined in our partnership agreement) each quarter. Accordingly, our growth may not be as fast as that of businesses that reinvest their available cash to expand ongoing operations.

In determining the amount of cash available for distribution, our board of directors approves the amount of cash reserves to set aside, including reserves for future maintenance and replacement capital expenditures, working capital and other matters. We also rely upon external financing sources, including commercial borrowings, to fund our capital expenditures. Accordingly, to the extent we do not have sufficient cash reserves or are unable to obtain financing, our cash distribution policy may significantly impair our ability to meet our financial needs or to grow.

We must make substantial capital expenditures to maintain and expand our fleet, which will reduce cash available for distribution. In addition, each quarter we are required to deduct estimated maintenance and replacement capital expenditures from operating surplus, which may result in less cash available to unitholders than if actual maintenance and replacement capital expenditures were deducted.

We must make substantial capital expenditures to maintain and replace, over the long-term, the operating capacity of our fleet. Maintenance and replacement capital expenditures from operating surplus totaled $31.05 million for the year ended December 31, 2015. We estimate that future maintenance and replacement capital expenditures will average approximately $38.74 million per full year, including potential costs related to replacing current vessels at the end of their useful lives. Maintenance and replacement capital expenditures include capital expenditures associated with (i) the removal of a vessel from the water for inspection, maintenance and/or repair of submerged parts (or drydocking) and (ii) modifying an existing vessel or acquiring a new vessel, to the extent these expenditures are incurred to maintain or replace the operating capacity of our fleet. These

expenditures could vary significantly from quarter to quarter and could increase as a result of changes in:

•

the cost of labor and materials;

•

customer requirements;

•

the size of our fleet;

•

the cost of replacement vessels;

•

length of charters;

•

governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment;

•

competitive standards; and

•

the age of our ships.

Significant capital expenditures, including to maintain and replace, over the long-term, the operating capacity of our fleet, may reduce or eliminate the amount of cash available for distribution to our unitholders. Our partnership agreement requires our board of directors to deduct estimated, rather than actual, maintenance and replacement capital expenditures from operating surplus each quarter in an effort to reduce fluctuations in operating surplus (as defined in our partnership agreement). The amount of estimated maintenance and replacement capital expenditures deducted from operating surplus is subject to review and change by our conflicts committee at least once a year. In years when estimated maintenance and replacement capital expenditures are higher than actual maintenance and replacement capital expenditures, the amount of cash available for distribution to unitholders will be lower than if actual maintenance and replacement capital expenditures were deducted from operating surplus. If our board of directors underestimates the appropriate level of estimated maintenance and replacement capital expenditures, we may have less cash available for distribution in future periods when actual capital expenditures exceed our previous estimates.

If capital expenditures are financed through cash from operations or by issuing debt or equity securities, our ability to make cash distributions may be diminished, our financial leverage could increase or our unitholders may be diluted.

Use of cash from operations to expand or maintain our fleet will reduce cash available for distribution to unitholders. Our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our financial condition at the time of any such financing or offering, as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control. Our failure to obtain the funds for future capital expenditures could have a material adverse effect on our business, financial condition, results of operations and ability to make cash distributions to our unitholders. Even if we are successful in obtaining necessary funds, the terms of such financings could limit our ability to pay cash distributions to unitholders. In addition, incurring additional debt may significantly increase our interest expense and financial leverage, and issuing additional equity securities may result in significant unitholder dilution and would increase the aggregate amount of cash required to maintain our current level of quarterly distributions to unitholders, both of which could have a material adverse effect on our ability to make cash distributions.

Any limitation in the availability or operation of our ships could have a material adverse effect on our business, financial condition, results of operations and cash flows, which effect would be amplified by the small size of our fleet.

Our fleet consists of eight LNG carriers that are in operation. If any of our ships is unable to generate revenues for any significant period of time for any reason, including unexpected periods of off-hire or early charter termination (which could result from damage to our ships), our business, financial condition, results of operations and cash flows, including cash available for distribution to unitholders, could be materially and adversely affected. The impact of any limitation in the

operation of our ships or any early charter termination would be amplified during the period prior to acquisition of additional vessels, as a substantial portion of our cash flows and income is dependent on the revenues earned by the chartering of our eight LNG carriers in operation. In addition, the costs of ship repairs are unpredictable and can be substantial. In the event of repair costs that are not covered by our insurance policies, we may have to pay for such repair costs, which would decrease our earnings and cash flows.

Any charter termination could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our charterer has the right to terminate a ship’s time charter in certain circumstances, such as:

•

loss of the ship or damage to it beyond repair;

•

if the ship is off-hire for any reason other than scheduled drydocking for a period exceeding 90 consecutive days, or for more than 90 days in any one-year period;

•

defaults by us in our obligations under the charter; or

•

the outbreak of war or hostilities involving two or more major nations, such as the United States or the People’s Republic of China, that would materially and adversely affect the trading of the ship for a period of at least 30 days.

A termination right under one ship’s time charter would not automatically give the charterer the right to terminate its other charter contracts with us. However, a charter termination could materially affect our relationship with the customer and our reputation in the LNG shipping industry, and in some circumstances the event giving rise to the termination right could potentially impact multiple charters. Accordingly, the existence of any right of termination could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distribution to unitholders.

If we lose a charter, we may be unable to obtain a new time charter on terms as favorable to us or with a charterer of comparable standing, particularly if we are seeking new time charters at a time when charter rates in the LNG industry are depressed. Consequently, we may have an increased exposure to the volatile spot market, which is highly competitive and subject to significant price fluctuations. In the event that we are unable to re-deploy a ship for which a charter has been terminated, we will not receive any revenues from that ship, and we may be required to pay expenses necessary to maintain the ship in proper operating condition.

Due to our lack of diversification, adverse developments in the LNG transportation industry could adversely affect our business, particularly if such developments occur at a time when we are seeking a new charter.

We rely exclusively on the cash flow generated from charters for our LNG vessels. Due to our lack of diversification, an adverse development in the LNG transportation industry could have a significantly greater impact on our business, particularly if such developments occur at a time when our ships are not under charter or nearing the end of their charters, than if we maintained more diverse assets or lines of businesses.

We currently derive all of our revenues from a single customer and will continue to depend on one customer for nearly all of our revenues after our expected acquisition of additional vessels from GasLog. This customer was recently acquired by another energy company which could impact our ability to maintain our relationship with this customer. The loss of this customer would result in a significant loss of revenues and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We currently derive all of our revenues from one customer, MSL, a subsidiary of BG Group. Following the expected acquisition of additional vessels from GasLog, MSL will continue to be a key customer, as at least seven of the vessels over which we have options to acquire from GasLog, will be chartered to MSL. In addition, two of the vessels that we will have options to acquire from

GasLog have been or will be chartered to a subsidiary of Shell. Shell’s acquisition of BG Group is expected to become effective on February 15, 2016. Although MSL’s contractual obligations under the charter agreements are not impacted by the acquisition, we cannot provide assurance that we and GasLog will be able to maintain our business relationship with BG Group following its integration into Shell. In addition, the combination of BG Group and Shell could increase our future customer concentration because all of the vessels we have the right to acquire from GasLog are chartered to subsidiaries of BG Group or Shell. Furthermore, we could lose our customer or the benefits of our time charter arrangements for many different reasons, including if the customer is unable or unwilling to make charter hire or other payments to us because of a deterioration in its financial condition, disagreements with us or otherwise. If our customer terminates its charters, chooses not to re-charter our ships after the initial charter terms or is unable to perform under its charters and we are not able to find replacement charters on similar terms, we will suffer a loss of revenues that could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distribution to unitholders.

We are subject to certain risks with respect to our relationship with GasLog, and failure of GasLog to comply with certain of its financial covenants under its debt instruments could, among other things, limit or prevent us from acquiring future vessels from GasLog, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Certain of GasLog’s existing debt instruments impose operating and financial restrictions on GasLog, including financial maintenance covenants. GasLog’s ability to meet certain operating and financial restrictions in its existing debt instruments is dependent in part on the charter rates which it obtains for its vessels. The current charter rates available for spot/short-term charters of LNG carriers are at historically low levels. Despite this environment, GasLog continues to conclude spot/short term charters for LNG carriers. Additionally, during the course of 2015 GasLog has entered into a number of long-term charters at attractive rates and continues to actively seek charters on its open vessels in the long-term charter market. GasLog is also active in the LNG shipping spot market through its participation in The Cool Pool Limited with Golar LNG Ltd. and Dynagas Ltd. However, if GasLog should fail to enter into additional short-term or long-term charters or should fail to successfully take other steps which would reduce debt service requirements and/or improve EBITDA, it may be required to seek a waiver under its bank credit facilities. GasLog continuously monitors and manages its covenant compliance. Under GasLog’s credit facilities, as is typical with secured credit facilities generally, a default by the borrower permits the lenders to exercise remedies as secured creditors which, if such a default was to occur, could include foreclosing on GasLog vessels. Our future growth, which is expected to be based on the acquisition of vessels from GasLog, would also be adversely affected by such a default event if it was to occur. We are also dependent on GasLog for the provision of administrative, commercial and ship management services.

Additionally, any default by GasLog under its corporate guarantee would result in a default under the loan facility related to the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally.

Our future performance and ability to secure future time charters depends on continued growth in LNG production and demand for LNG and LNG shipping.

Our future performance, including our ability to profitably expand our fleet, will depend on continued growth in LNG production and the demand for LNG and LNG shipping. A complete LNG project includes production, liquefaction, storage, regasification and distribution facilities, in addition to the marine transportation of LNG. Increased infrastructure investment has led to an expansion of LNG production capacity in recent years, but material delays in the construction of new liquefaction facilities could constrain the amount of LNG available for shipping, reducing ship utilization. The rate of growth of the LNG industry has fluctuated due to several factors, including the global economic crisis and continued economic uncertainty, fluctuations in global commodity prices, including natural gas, oil and coal as well as other sources of energy. Continued growth in

LNG production and demand for LNG and LNG shipping could be negatively affected by a number of factors, including:

•

continued low prices for crude oil and petroleum products;

•

increases in interest rates or other events that may affect the availability of sufficient financing for LNG projects on commercially reasonable terms;

•

increases in the cost of natural gas derived from LNG relative to the cost of natural gas generally;

•

increases in the production levels of low-cost natural gas in domestic natural gas consuming markets, which could further depress prices for natural gas in those markets and make LNG uneconomical;

•

increases in the production of natural gas in areas linked by pipelines to consuming areas, the extension of existing, or the development of new pipeline systems in markets we may serve, or the conversion of existing non-natural gas pipelines to natural gas pipelines in those markets;

•

decreases in the consumption of natural gas due to increases in its price, decreases in the price of alternative energy sources or other factors making consumption of natural gas less attractive;

•

any significant explosion, spill or other incident involving an LNG facility or carrier;

•

infrastructure constraints such as delays in the construction of liquefaction facilities, the inability of project owners or operators to obtain governmental approvals to construct or operate LNG facilities, as well as community or political action group resistance to new LNG infrastructure due to concerns about the environment, safety and terrorism;

•

labor or political unrest or military conflicts affecting existing or proposed areas of LNG production or regasification;

•

decreases in the price of LNG, which might decrease the expected returns relating to investments in LNG projects;

•

new taxes or regulations affecting LNG production or liquefaction that make LNG production less attractive; or

•

negative global or regional economic or political conditions, particularly in LNG consuming regions, which could reduce energy consumption or its growth.

In 2015, global crude oil prices were very volatile and fell significantly. Such decline in oil prices since 2014 has depressed natural gas prices and led to a narrowing of the gap in pricing in different geographic regions, which has adversely affected the length of voyages in the spot LNG shipping market and the spot rates and medium term charter rates for charters which commence in the near future. A continued decline in oil prices could adversely affect both the competitiveness of gas as a fuel for power generation and the market price of gas, to the extent that gas prices are benchmarked to the price of crude oil. Some production companies have announced delays or cancellations of certain previously announced LNG projects, which, unless offset by new projects coming on stream, could adversely affect demand for LNG charters over the next few years, while the amount of tonnage available for charter is expected to increase.

All of our ships are currently operating under multi-year contracts, the first of which expires in 2018 unless the charterer exercises its extension option. Unless LNG charter market conditions improve, we may have difficulty in securing renewed or new charters at attractive rates and durations on our ships when such multi-year charters expire. Such a failure could adversely affect our future liquidity, results of operations and cash flows, including cash available for distribution to unitholders, as well as our ability to meet certain of our debt covenants. A sustained decline in charter rates could also adversely affect the market value of our ships, on which certain of the ratios and financial covenants we are required to comply with are based. See “—Risks Inherent in Our Business—Ship values may fluctuate substantially, which could result in an impairment charge, could impact our compliance

with the covenants in our loan agreements and, if the values are lower at a time when we are attempting to dispose of ships, could cause us to incur a loss.”

A continuation of the recent significant declines in natural gas and oil prices may adversely affect our growth prospects and results of operations.

Natural gas prices are volatile and are affected by numerous factors beyond our control, including but not limited to the following:

•

price and availability of crude oil and petroleum products;

•

worldwide demand for natural gas;

•

the cost of exploration, development, production, transportation and distribution of natural gas;

•

expectations regarding future energy prices for both natural gas and other sources of energy;

•

the level of worldwide LNG production and exports;

•

government laws and regulations, including but not limited to environmental protection laws and regulations;

•

local and international political, economic and weather conditions;

•

political and military conflicts; and

•

the availability and cost of alternative energy sources, including alternate sources of natural gas in gas importing and consuming countries.

Natural gas prices have historically varied substantially between regions. This price disparity between producing and consuming regions supports demand for LNG shipping and any convergence of natural gas prices would adversely affect demand for LNG shipping. In 2015, global crude oil prices were very volatile and fell significantly. Such decline in oil prices since 2014 has depressed natural gas prices and led to a narrowing of the gap in pricing in different geographic regions.

Given the significant global natural gas and crude oil price decline as referenced above, although our vessels are currently all under multi-year committed charters, a continuation of lower natural gas or oil prices or a further decline in natural gas or oil prices may adversely affect our future business, results of operations and financial condition and our ability to make cash distributions, as a result of, among other things:

•

a reduction in exploration for or development of new natural gas reserves or projects, or the delay or cancelation of existing projects as energy companies lower their capital expenditures budgets, which may reduce our growth opportunities;

•

low oil prices negatively affecting both the competitiveness of natural gas as a fuel for power generation and the market price of natural gas, to the extent that natural gas prices are benchmarked to the price of crude oil;

•

lower demand for vessels of the types we own and operate, which may reduce available charter rates and revenue to us upon redeployment of our vessels following expiration or termination of existing contracts or upon the initial chartering of vessels;

•

customers potentially seeking to renegotiate or terminate existing vessel contracts, or failing to extend or renew contracts upon expiration;

•

the inability or refusal of customers to make charter payments to us due to financial constraints or otherwise; or

•

declines in vessel values, which may result in losses to us upon vessel sales or impairment charges against our earnings.

We may have difficulty further expanding our fleet in the future.

We may expand our fleet beyond the vessels we may acquire from GasLog. Our future growth will depend on numerous factors, some of which are beyond our control, including our ability to:

•

obtain consents from lenders and charterers with respect to the vessels that we may acquire from GasLog;

•

identify attractive ship acquisition opportunities and consummate such acquisitions;

•

obtain newbuilding contracts at acceptable prices;

•

obtain required equity and debt financing on acceptable terms;

•

secure charter arrangements on terms acceptable to our lenders;

•

expand our relationships with existing customers and establish new customer relationships;

•

recruit and retain additional suitably qualified and experienced seafarers and shore-based employees through GasLog pursuant to the services agreements we have entered into with GasLog;

•

continue to meet technical and safety performance standards;

•

manage joint ventures; and

•

manage the expansion of our operations to integrate the new ships into our fleet.

We may not be successful in executing any future growth plans, and we cannot give any assurances that we will not incur significant expenses and losses in connection with such growth efforts.

We may have difficulty obtaining consents that are necessary to acquire vessels with an existing charter or a financing agreement.

Under the omnibus agreement entered into with GasLog in connection with the IPO, we have certain options and other rights to acquire vessels with existing charters from GasLog. The omnibus agreement provides that our ability to consummate the acquisition of any such vessels from GasLog will be subject to obtaining all relevant consents including governmental authorities and other non-affiliated third parties to those agreements. In particular, with respect to GasLog’s existing vessels, we would need the consent of the existing charterers and lenders. While GasLog will be obligated to use reasonable efforts to obtain any such consents, we cannot assure you that in any particular case the necessary consent will be obtained from the required parties including the governmental authorities and charterer, lender or other entity.

Our future growth depends on our ability to expand relationships with existing customers, establish relationships with new customers and obtain new time charter contracts, for which we will face substantial competition from established companies with significant resources and potential new entrants.

One of our principal objectives is to enter into additional long-term, fixed-rate charters. The process of obtaining charters for LNG carriers is highly competitive and generally involves an intensive screening procedure and competitive bids, which often extends for several months. We believe LNG carrier time charters are awarded based upon a variety of factors relating to the ship and the ship operator, including:

•

size, age, technical specifications and condition of the ship;

•

efficiency of ship operation;

•

LNG shipping experience and quality of ship operations;

•

shipping industry relationships and reputation for customer service;

•

technical ability and reputation for operation of highly specialized ships;

•

quality and experience of officers and crew;

•

safety record;

•

the ability to finance ships at competitive rates and financial stability generally;

•

relationships with shipyards and the ability to get suitable berths;

•

construction management experience, including the ability to obtain on-time delivery of new ships according to customer specifications; and

•

competitiveness of the bid in terms of overall price.

We expect substantial competition for providing marine transportation services for potential LNG projects from a number of experienced companies, including other independent ship owners as well as state-sponsored entities and major energy companies that own and operate LNG carriers and may compete with independent owners by using their fleets to carry LNG for third parties. Some of these competitors have significantly greater financial resources and larger fleets than we or GasLog have. A number of marine transportation companies—including companies with strong reputations and extensive resources and experience—have entered the LNG transportation market in recent years, and there are other ship owners and managers who may also attempt to participate in the LNG market in the future. This increased competition may cause greater price competition for time charters. As a result of these factors, we may be unable to expand our relationships with existing customers or to obtain new customers on a profitable basis, if at all, which could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distribution to unitholders.

Hire rates for LNG carriers may fluctuate substantially and are currently below historical average rates. If rates are lower when we are seeking a new charter, our revenues and cash flows may decline.

Our ability from time to time to charter or re-charter any ship at attractive rates will depend on, among other things, the prevailing economic conditions in the LNG industry. Hire rates for LNG carriers may fluctuate over time as a result of changes in the supply-demand balance relating to current and future ship capacity. This supply-demand relationship largely depends on a number of factors outside our control. The LNG charter market is connected to world natural gas prices and energy markets, which we cannot predict. A substantial or extended decline in demand for natural gas or LNG could adversely affect our ability to charter or re-charter our ships at acceptable rates or to acquire and profitably operate new ships. Hire rates for newbuildings are correlated with the price of newbuildings. Hire rates at a time when we may be seeking new charters may be lower than the hire rates at which our ships are currently chartered. If hire rates are lower when we are seeking a new charter, or at the time option extensions are due to be declared, our revenues and cash flows, including cash available for distribution to unitholders, may decline, as we may only be able to enter into new charters at reduced or unprofitable rates or may not be able to re-charter our ship, or we may have to secure a charter in the spot market, where hire rates are more volatile. Prolonged periods of low charter hire rates or low ship utilization could also have a material adverse effect on the value of our assets.

Ship values may fluctuate substantially, which could result in an impairment charge, could impact our compliance with the covenants in our loan agreements and, if the values are lower at a time when we are attempting to dispose of ships, could cause us to incur a loss.

Values for ships can fluctuate substantially over time due to a number of different factors, including:

•

prevailing economic conditions in the natural gas and energy markets;

•

a substantial or extended decline in demand for LNG;

•

the level of worldwide LNG production and exports;

•

changes in the supply-demand balance of the global LNG carrier fleet;

•

changes in prevailing charter hire rates;

•

the physical condition of the ship;

•

the size, age and technical specifications of the ship;

•

demand for LNG carriers; and

•

the cost of retrofitting or modifying existing ships, as a result of technological advances in ship design or equipment, changes in applicable environmental or other regulations or standards, customer requirements or otherwise.

If the market value of our ships declines, we may be required to record an impairment charge in our financial statements, which could adversely affect our results of operations. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Recourses—Critical Accounting Policies—Impairment of Vessels”. Deterioration in market value of our ships may trigger a breach of some of the covenants contained in our credit facilities. If we do breach such covenants and we are unable to remedy the relevant breach, our lenders could accelerate our indebtedness and seek to foreclose on the ships in our fleet securing those credit facilities. In addition, if a charter contract expires or is terminated by the customer, we may be unable to re-deploy the affected ships at attractive rates and, rather than continue to incur costs to maintain and finance them, we may seek to dispose of them. Any foreclosure on our ships, or any disposal by us of a ship at a time when ship prices have fallen, could result in a loss and could materially and adversely affect our business, financial condition, results of operations and cash flows, including cash available for distribution to unitholders.

Our ability to obtain additional debt financing for future acquisitions of ships or to refinance our existing debt may depend on the creditworthiness of our charterers and the terms of our future charters.

Our ability to borrow against the ships in our existing fleet and any ships we may acquire in the future largely depends on the value of the ships, which in turn depends in part on charter hire rates and the ability of our charterers to comply with the terms of their charters. The actual or perceived credit quality of our charterers, and any defaults by them, may materially affect our ability to obtain the additional capital resources that we will require to purchase additional ships and to refinance our existing debt as balloon payments come due, or may significantly increase our costs of obtaining such capital. Our inability to obtain additional financing or committing to financing on unattractive terms could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distributions to our unitholders.

Our future capital needs are uncertain and we may need to raise additional funds in the future.

We believe that our existing cash and cash equivalents will be sufficient to meet our anticipated cash requirements for at least the next 12 months. However, we may need to raise additional capital to maintain, replace and expand the operating capacity of our fleet and fund our operations. Among other things, we hold options to acquire nine LNG carriers from GasLog. We do not currently have financing sources in place to fund the acquisition of any additional vessels. Our future funding requirements will depend on many factors, including the cost and timing of vessel acquisitions, and the cost of retrofitting or modifying existing ships as a result of technological advances in ship design or equipment, changes in applicable environmental or other regulations or standards, customer requirements or otherwise.

We cannot assure you that we will be able to obtain additional funds on acceptable terms, or at all. If we raise additional funds by issuing equity or equity-linked securities, our unitholders may experience dilution or reduced distributions per unit. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt or pay distributions. Any debt or additional equity financing that we raise may contain terms that are not favorable to us or our unitholders. If we are unable to raise adequate funds, we may have to liquidate some or all of our assets, or delay, reduce the scope of or eliminate some or all of our fleet expansion plans. Any of these factors could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distributions to our unitholders.

Fluctuations in exchange rates and interest rates could result in financial losses for us.

Fluctuations in currency exchange rates and interest rates may have a material impact on our financial performance. We receive virtually all of our revenues in dollars, while some of our operating expenses, including employee costs and certain crew costs, are denominated in euros. As a result, we are exposed to foreign exchange risk. Although we monitor exchange rate fluctuations on a continuous basis, we do not currently hedge movements in currency exchange rates. As a result, there is a risk that currency fluctuations will have a negative effect on our cash flows and results of operations.

In addition, we may be exposed to a market risk relating to fluctuations in interest rates to the extent our credit facilities bear interest costs at a floating rate based on a prevailing market interest rate. Significant increases in the interest rates could adversely affect our cash flows, results of operations and ability to service our debt. Although we use interest rate swaps from time to time to reduce our exposure to interest rate risk, we hedge only a portion of our outstanding indebtedness. There is no assurance that any derivative contracts we enter into in the future will provide adequate protection against adverse changes in interest rates or that our bank counterparties will be able to perform their obligations.

The derivative contracts we may enter into in the future to hedge our exposure to fluctuations in interest rates could result in reductions in our partners’ equity as well as charges against our profit.

We enter into interest rate swaps from time to time for purposes of managing our exposure to fluctuations in interest rates applicable to floating rate indebtedness. As of December 31, 2015, we had no interest rate swaps in place. We terminated three interest rate swaps on November 12, 2014 in connection with our entering into the $450 million credit facility, or our “Partnership Facility”, under the Facility Agreement dated November 12, 2014 among GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., GAS-sixteen Ltd. and GAS-seventeen Ltd. as borrowers, and the financial institutions party thereto, and the related Deed between GasLog Partners and Citibank, N.A., London Branch, dated November 12, 2014. None of the terminated interest rate swaps were designated as a cash flow hedging instrument. The changes in the fair value of the terminated swaps were recognized in our statement of profit or loss. Changes in the fair value of any future derivative contracts that will not qualify for treatment as cash flow hedges for financial reporting purposes would affect, among other things, our profit and earnings per unit and would affect compliance with the market value adjusted net worth covenants in our credit facilities. For future interest rate swaps that are designated as cash flow hedging instruments, the changes in the fair value of the contracts will be recognized in our statement of other comprehensive income as cash flow hedge gains or losses for the period, and could affect compliance with the market value adjusted net worth covenants in our credit facilities.

While we will monitor the credit risks associated with our bank counterparties, there can be no assurance that these counterparties will be able to meet their commitments under any derivative contract. The potential for bank counterparties to default on their obligations under any derivative contracts may be highest when we are most exposed to the fluctuations in interest rates such contracts are designed to hedge, and several or all of such bank counterparties may simultaneously be unable to perform their obligations due to the same events or occurrences in global financial markets.

There is no assurance that our future derivative contracts will provide adequate protection against adverse changes in interest rates or that our bank counterparties will be able to perform their obligations. In addition, as a result of the implementation of new regulation of the swaps markets in the United States, the European Union and elsewhere over the next few years, the cost and availability of interest rate and currency hedges may increase or suitable hedges may not be available.

Our earnings and business are subject to the credit risk associated with our contractual counterparties.

We will enter into, among other things, time charters and other contracts with our customers, shipbuilding contracts and refund guarantees relating to newbuildings, credit facilities and commitment letters with banks, insurance contracts and interest rate swaps. Such agreements subject us to counterparty credit risk. For example, all of our vessels are chartered to, and we received all of our total revenues for the year ended December 31, 2015 from, MSL, a subsidiary of BG Group.

The ability and willingness of each of our counterparties to perform its obligations under a contract with us will depend upon a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the natural gas and LNG markets and charter hire rates. Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses which in turn could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distribution to unitholders.

Our debt levels may limit our flexibility in obtaining additional financing, pursuing other business opportunities and paying distributions to unitholders.

Our level of debt could have important consequences to us, including the following:

•

our ability to obtain additional financing, if necessary, for working capital, capital expenditures, ship acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;

•

we will need a substantial portion of our cash flow to make principal and interest payments on our debt, reducing the funds that would otherwise be available for operations, future business opportunities and distributions to unitholders;

•

our debt level may make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our industry or the economy generally;

•

our debt level may limit our flexibility in responding to changing business and economic conditions; and

•

if we are unable to satisfy the restrictions included in any of our financing agreements or are otherwise in default under any of those agreements, as a result of our debt levels or otherwise, we will not be able to make cash distributions to you, notwithstanding our stated cash distribution policy.

Our ability to service our debt depends upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. As of December 31, 2015, we had an aggregate of $748.0 million of indebtedness outstanding under our credit facilities and the revolving credit facility with GasLog entered into upon consummation of the IPO, or the “Sponsor Credit Facility”, of which $328.0 million is repayable within one year. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources”. The amount repayable within one year includes $305.50 million which is the current portion of one credit facility that we are in discussions to refinance with one or more term loans. We have entered into an underwritten agreement with certain financial institutions to refinance our current debt. Syndication is complete and we are proceeding with documentation. We expect to execute definitive documentation well in advance of the maturity of all associated existing indebtedness.

If our operating results are not sufficient to service our current or future indebtedness, we will be forced to take actions such as reducing distributions, reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing our debt, or seeking additional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms, or at all.

Financing agreements containing operating and financial restrictions may restrict our business and financing activities. A failure by us to meet our obligations under our financing agreements would result in an event of default under such credit facilities which could lead to foreclosure on our ships.

The operating and financial restrictions and covenants in our credit facilities and any future financing agreements could adversely affect our ability to finance future operations or capital needs or to engage, expand or pursue our business activities. For example, the financing agreements may restrict the ability of us and our subsidiaries to:

•

incur or guarantee indebtedness;

•

change ownership or structure, including mergers, consolidations, liquidations and dissolutions;

•

make dividends or distributions;

•

make certain negative pledges and grant certain liens;

•

sell, transfer, assign or convey assets;

•

make certain investments; and

•

enter into a new line of business.

In addition, such financing agreements may require us to comply with certain financial ratios and tests, including, among others, maintaining a minimum liquidity, maintaining positive working capital, ensuring that EBITDA exceeds interest payable, any amounts payable for interest rate swap and debt installments calculated on a four quarter rolling average basis, maintaining a minimum collateral value, and maintaining a minimum book equity ratio. Our ability to comply with the restrictions and covenants, including financial ratios and tests, contained in such financing agreements is dependent on future performance and may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired.

If we are unable to comply with the restrictions and covenants in the agreements governing our indebtedness or in current or future debt financing agreements, there could be a default under the terms of those agreements. If a default occurs under these agreements, lenders could terminate their commitments to lend and/or accelerate the outstanding loans and declare all amounts borrowed due and payable. We have pledged our vessels as security for our outstanding indebtedness. If our lenders were to foreclose on our vessels in the event of a default, this may adversely affect our ability to finance future operations or capital needs or to engage, expand or pursue our business activities. If any of these events occur, we cannot guarantee that our assets will be sufficient to repay in full all of our outstanding indebtedness, and we may be unable to find alternative financing. Even if we could obtain alternative financing, that financing might not be on terms that are favorable or acceptable. Any of these events would adversely affect our ability to make distributions to our unitholders and cause a decline in the market price of our common units. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities”.

Restrictions in our debt agreements may prevent us or our subsidiaries from paying distributions.

The payment of principal and interest on our debt reduces cash available for distribution to us and on our units. In addition, our credit facilities prohibit the payment of distributions upon the occurrence of the following events, among others:

•

failure to pay any principal, interest, fees, expenses or other amounts when due;

•

breach or lapse of any insurance with respect to vessels securing the facilities;

•

breach of certain financial covenants;

•

failure to observe any other agreement, security instrument, obligation or covenant beyond specified cure periods in certain cases;

•

default under other indebtedness;

•

bankruptcy or insolvency events;

•

failure of any representation or warranty to be correct;

•

a change of ownership of the borrowers or GasLog Partners Holdings; and

•

a material adverse effect.

Furthermore, we expect that our future financing agreements will contain similar provisions. For more information regarding these financing agreements, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities”.

We are a holding company and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make distributions to unitholders.

We are a holding company. Our subsidiaries conduct all of our operations and own all of our operating assets, including our ships. We have no significant assets other than the equity interests in our subsidiaries. As a result, our ability to pay our obligations and to make distributions to unitholders depends entirely on our subsidiaries and their ability to distribute funds to us. The ability of a subsidiary to make these distributions could be affected by a claim or other action by a third party, including a creditor, or by the law of its jurisdiction of incorporation which regulates the payment of distributions. If we are unable to obtain funds from our subsidiaries, our board of directors may exercise its discretion not to make distributions to unitholders.

The failure to consummate or integrate acquisitions in a timely and cost-effective manner could have an adverse effect on our financial condition and results of operations.

Acquisitions that expand our fleet are an important component of our strategy. Under the omnibus agreement, we currently have the option to purchase from GasLog: (i) the Solaris and Hull Nos. 2072, 2073, 2102 and 2103 within 36 months after GasLog notifies our board of directors of their acceptance by their charterers, (ii) the GasLog Seattle and the Methane Lydon Volney within 36 months after the closing of our IPO on May 12, 2014 and (iii) the Methane Becki Anne and the Methane Julia Louise within 36 months after the completion of their acquisition by GasLog on March 31, 2015. In each case, our option to purchase is at fair market value as determined pursuant to the omnibus agreement.

In addition, on April 21, 2015, GasLog signed an agreement with MSL for its newbuildings Hull Nos. 2130, 2800 and 2131 to be chartered to MSL upon deliveries in 2018 and 2019 respectively, for average initial terms of approximately 9.5 years. Within 30 days of the commencement of each charter, GasLog will be required to offer us an opportunity to purchase each vessel at fair market value as determined pursuant to the omnibus agreement.

We will not be obligated to purchase any of these vessels at the applicable determined price, and, accordingly, we may not complete the purchase of any of such vessels. Furthermore, even if we are able to agree on a price with GasLog, there are no assurances that we will be able to obtain adequate financing on terms that are acceptable to us. In light of recent instability in the market price of our common units and broader master limited partnership (“MLP”) market volatility, it may be more difficult for us to complete an accretive acquisition.

We believe that other acquisition opportunities may arise from time to time, and any such acquisition could be significant. Any acquisition of a vessel or business may not be profitable at or after the time of acquisition and may not generate cash flow sufficient to justify the investment. In addition, our acquisition growth strategy exposes us to risks that may harm our business, financial condition, results of operations and ability to make cash distributions to our unitholders, including risks that we may:

•

fail to realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements;

•

be unable to attract, hire, train or retain qualified shore and seafaring personnel to manage and operate our growing business and fleet;

•

decrease our liquidity by using a significant portion of available cash or borrowing capacity to finance acquisitions;

•

significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions;

•

incur or assume unanticipated liabilities, losses or costs associated with the business or vessels acquired; or

•

incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.

In addition, unlike newbuildings, existing vessels typically do not carry warranties as to their condition. While we generally inspect existing vessels prior to purchase, such an inspection would normally not provide us with as much knowledge of a vessel’s condition as we would possess if it had been built for us and operated by us during its life. Repairs and maintenance costs for existing vessels are difficult to predict and may be substantially higher than for vessels we have operated since they were built. These costs could decrease our cash flow and reduce our liquidity.

Certain acquisition and investment opportunities may not result in the consummation of a transaction. In addition, we may not be able to obtain acceptable terms for the required financing for any such acquisition or investment that arises. We cannot predict the effect, if any, that any announcement or consummation of an acquisition would have on the trading price of our common units. Our future acquisitions could present a number of risks, including the risk of incorrect assumptions regarding the future results of acquired vessels or businesses or expected cost reductions or other synergies expected to be realized as a result of acquiring vessels or businesses, the risk of failing to successfully and timely integrate the operations or management of any acquired vessels or businesses and the risk of diverting management’s attention from existing operations or other priorities. We may also be subject to additional costs related to compliance with various international laws in connection with such acquisition. If we fail to consummate and integrate our acquisitions in a timely and cost-effective manner, our business, financial condition, results of operations and cash available for distribution could be adversely affected.

We may experience operational problems with vessels that reduce revenue and increase costs.

LNG carriers are complex and their operations are technically challenging. Marine transportation operations are subject to mechanical risks and problems. Operational problems may lead to loss of revenue or higher than anticipated operating expenses or require additional capital expenditures. Any of these results could harm our business, financial condition, results of operations and ability to make cash distributions to our unitholders.

We depend on GasLog and certain of its subsidiaries to assist us in operating and expanding our businesses and competing in our markets.

We and our operating subsidiaries have entered into various service agreements with GasLog and its subsidiaries, including GasLog LNG Services, pursuant to which GasLog and its subsidiaries will provide to us certain administrative, financial and other services, and provide to our operating subsidiaries substantially all of their crew, technical management services (including vessel maintenance, periodic drydocking, cleaning and painting, performing work required by regulations and human resources and financial services) and other advisory and commercial management services, including the sourcing of new contracts and renewals of existing contracts. Our operational success and ability to execute our growth strategy depend significantly upon the satisfactory performance of these services by GasLog and its subsidiaries. Our business will be harmed if such subsidiaries fail to perform these services satisfactorily or if they stop providing these services to us or our operating subsidiaries.

Our ability to compete for new charters and expand our customer relationships depends largely on our ability to leverage our relationship with GasLog and its reputation and relationships in the shipping industry. If GasLog suffers material damage to its reputation or relationships, it may harm the ability of us or our subsidiaries to:

•

renew existing charters upon their expiration;

•

obtain new charters;

•

successfully interact with shipyards;

•

obtain financing on commercially acceptable terms;

•

maintain access to capital under the Sponsor Credit Facility; or

•

maintain satisfactory relationships with suppliers and other third parties.

If our ability to do any of the things described above is impaired, it could have a material adverse effect on our business, financial condition, results of operations and ability to make cash distributions to our unitholders.

The required drydocking of our ships could be more expensive and time consuming than we anticipate, which could adversely affect our results of operations and cash flows.

Drydockings of our ships require significant capital expenditures and result in loss of revenue while our ships are off-hire. Any significant increase in either the number of off-hire days due to such drydockings or in the costs of any repairs carried out during the drydockings could have a material adverse effect on our profitability and our cash flows. We may not be able to accurately predict the time required to drydock any of our ships or any unanticipated problems that may arise. If more than one of our ships is required to be out of service at the same time, or if a ship is drydocked longer than expected or if the cost of repairs during the drydocking is greater than budgeted, our results of operations and our cash flows, including cash available for distribution to unitholders, could be adversely affected. During the year ended December 31, 2015, the drydockings of the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally were completed. The drydockings of the remainder of our vessels are expected to be carried out in 2016 (2 vessels) and 2018 (3 vessels), respectively.

Delays in deliveries of GasLog’s newbuilding vessels could adversely affect our business.

We may expand our fleet by acquiring newly built vessels from GasLog pursuant to the omnibus agreement. The delivery of any newbuildings could be delayed, which would adversely affect our future growth, which is expected to be partly based on the acquisition of vessels from GasLog.

The completion and delivery of newbuildings could be delayed because of:

•

quality or engineering problems;

•

changes in governmental regulations or maritime self-regulatory organization standards;

•

work stoppages or other labor disturbances at the shipyard;

•

bankruptcy or other financial crisis of the shipbuilder;

•

a backlog of orders at the shipyard;

•

political or economic disturbances;

•

weather interference or a catastrophic event, such as a major earthquake or fire;

•

requests for changes to the original vessel specifications;

•

shortages of or delays in the receipt of necessary construction materials, such as steel;

•

the inability to finance the construction or conversion of the vessels; or

•

the inability to obtain requisite permits or approvals.

An oversupply of LNG carriers may lead to a reduction in the charter hire rates we are able to obtain when seeking charters in the future which could adversely affect our results of operations and cash flows.

Driven in part by an increase in LNG production capacity, the market supply of LNG carriers has been increasing as a result of the construction of new ships. The development of liquefaction projects in the United States and the anticipated exports beginning in early 2016 has driven significant ordering activity. As of December 31, 2015, the LNG carrier order book totaled 145 vessels, and the delivered fleet stood at 427 vessels. We believe that this and any future expansion of the global LNG carrier fleet may have a negative impact on charter hire rates, ship utilization and ship values, which impact could be amplified if the expansion of LNG production capacity does not keep pace with fleet growth.

If charter hire rates are lower when we are seeking new time charters, our revenues and cash flows, including cash available for distribution to unitholders, may decline.

If an active short-term or spot LNG carrier charter market continues to develop, our revenues and cash flows may become more volatile and may decline following expiration or early termination of our current charter arrangements.

Most shipping requirements for new LNG projects continue to be provided on a multi-year basis, though the level of spot voyages and short-term time charters of less than 12 months in duration has grown in the past few years. If an active short-term or spot charter market continues to develop, we may enter into short-term time charters upon expiration or early termination of our current charters, for any ships for which we have not secured charters, or for any ships we acquire from GasLog. As a result, our revenues and cash flows may become more volatile. In addition, an active short-term or spot charter market may require us to enter into charters based on changing market prices, as opposed to contracts based on fixed rates, which could result in a decrease in our revenues and cash flows, including cash available for distribution to unitholders, if we enter into charters during periods when the market price for shipping LNG is depressed.

Further technological advancements and other innovations affecting LNG carriers could reduce the charter hire rates we are able to obtain when seeking new employment, and this could adversely impact the value of our assets.

The charter rates, asset value and operational life of an LNG carrier are determined by a number of factors, including the ship’s efficiency, operational flexibility and physical life. Efficiency includes speed and fuel economy. Flexibility includes the ability to enter harbors, utilize related docking facilities and pass through canals and straits. Physical life is related to the original design and construction, the ongoing maintenance and the impact of operational stresses on the asset. Ship and engine designs are continually evolving. At such time as newer designs are developed and accepted in the market, these newer vessels may be found to be more efficient or more flexible or have longer physical lives than ours. Competition from these more technologically advanced LNG carriers and the older technology of our steam-powered (“Steam”) vessels (whose charters expire in 2019 and 2020 unless the charterer exercises its extension option), as well as any vessels with older technology which we acquire, could adversely affect our ability to charter or re-charter our ships and the charter hire rates we will be able to secure when we seek to charter or re-charter our ships, and could also reduce the resale value of our ships. This could adversely affect our revenues and cash flows, including cash available for distribution to unitholders.

Risks associated with operating ocean-going ships could affect our business and reputation.

The operation of ocean-going ships carries inherent risks. These risks include the possibility of:

•

marine disaster;

•

piracy;

•

environmental accidents;

•

adverse weather conditions;

•

grounding, fire, explosions and collisions;

•

cargo and property loss or damage;

•

business interruptions caused by mechanical failure, human error, war, terrorism, disease and quarantine, or political action in various countries; and

•

work stoppages or other labor problems with crew members serving on our ships.

An accident involving any of our owned ships could result in any of the following:

•

death or injury to persons, loss of property or environmental damage;

•

delays in the delivery of cargo;

•

loss of revenues from termination of charter contracts;

•

governmental fines, penalties or restrictions on conducting business;

•

litigation with our employees, customers or third parties;

•

higher insurance rates; and

•

damage to our reputation and customer relationships generally.

Any of these results could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distribution to unitholders.

Changes in global and regional economic conditions could adversely impact our business, financial condition, results of operations and cash flows.

Weak global or regional economic conditions may negatively impact our business, financial condition, results of operations and cash flows in ways that we cannot predict. Our ability to expand our fleet will be dependent on our ability to obtain financing to fund the acquisition of additional ships. In addition, uncertainty about current and future global economic conditions may cause our customers to defer projects in response to tighter credit, decreased capital availability and declining customer confidence, which may negatively impact the demand for our ships and services and could also result in defaults under our current charters. Global financial markets and economic conditions have been volatile in recent years and remain subject to significant vulnerabilities. In particular, despite recent measures taken by the European Union, concerns persist regarding the debt burden of certain Eurozone countries, including Greece, and their ability to meet future financial obligations and the overall stability of the euro. Furthermore, a tightening of the credit markets may further negatively impact our operations by affecting the solvency of our suppliers or customers, which could lead to disruptions in delivery of supplies such as equipment for conversions, cost increases for supplies, accelerated payments to suppliers, customer bad debts or reduced revenues. Similarly, such market conditions could affect lenders participating in our financing agreements, making them unable to fulfill their commitments and obligations to us. Any reductions in activity owing to such conditions or failure by our customers, suppliers or lenders to meet their contractual obligations to us could adversely affect our business, financial position, results of operations and ability to make cash distributions to our unitholders.

GasLog LNG Services, our vessels’ management company, and a substantial number of its staff are located in Greece. The current economic instability in Greece could disrupt our operations and have an adverse effect on our business. We have sought to minimize this risk and preserve operational stability by carefully developing staff deployment plans, an information technology recovery site, an alternative ship to shore communications plan and funding mechanisms. While we believe these plans, combined with the international nature of our operations, will mitigate the impact of any disruption of operations in Greece, we cannot assure you that these plans will be effective in all circumstances.

Disruptions in world financial markets could limit our ability to obtain future debt financing or refinance existing debt.

Global financial markets and economic conditions have been disrupted and volatile in recent years. Credit markets as well as the debt and equity capital markets were exceedingly distressed and at certain times in recent years it was difficult to obtain financing and the cost of any available financing increased significantly. If global financial markets and economic conditions significantly deteriorate in the future, we may experience difficulties obtaining financing commitments, including commitments to refinance our existing debt as substantial balloon payments come due under our credit facilities, in the future if lenders are unwilling to extend financing to us or unable to meet their funding obligations due to their own liquidity, capital or solvency issues. As a result, financing may not be available on acceptable terms or at all. If financing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our future obligations as they come due. Our failure to obtain the funds for these capital expenditures could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distribution to unitholders. In the absence of available financing, we also may be unable to take advantage of further business opportunities or respond to competitive pressures.

Compliance with safety and other requirements imposed by classification societies may be very costly and may adversely affect our business.

The hull and machinery of every commercial LNG carrier must be classed by a classification society. The classification society certifies that the ship has been built and subsequently maintained in accordance with the applicable rules and regulations of that classification society. Moreover, every ship must comply with all applicable international conventions and the regulations of the ship’s flag state as verified by a classification society. Finally, each ship must successfully undergo periodic surveys, including annual, intermediate and special surveys performed under the classification society’s rules.

If any ship does not maintain its class, it will lose its insurance coverage and be unable to trade, and the ship’s owner will be in breach of relevant covenants under its financing arrangements. Failure to maintain the class of one or more of our ships could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distribution to unitholders.

The LNG shipping industry is subject to substantial environmental and other regulations, which may significantly limit our operations or increase our expenses.

Our operations are materially affected by extensive and changing international, national, state and local environmental laws, regulations, treaties, conventions and standards which are in force in international waters, or in the jurisdictional waters of the countries in which our ships operate and in the countries in which our ships are registered. These requirements include those relating to equipping and operating ships, providing security and minimizing or addressing impacts on the environment from ship operations. We may incur substantial costs in complying with these requirements, including costs for ship modifications and changes in operating procedures. We also could incur substantial costs, including cleanup costs, civil and criminal penalties and sanctions, the suspension or termination of operations and third-party claims as a result of violations of, or liabilities under, such laws and regulations.

In addition, these requirements can affect the resale value or useful lives of our ships, require a reduction in cargo capacity, necessitate ship modifications or operational changes or restrictions or lead to decreased availability of insurance coverage for environmental matters. They could further result in the denial of access to certain jurisdictional waters or ports or detention in certain ports. We are required to obtain governmental approvals and permits to operate our ships. Delays in obtaining such governmental approvals may increase our expenses, and the terms and conditions of such approvals could materially and adversely affect our operations.

Additional laws and regulations may be adopted that could limit our ability to do business or increase our operating costs, which could materially and adversely affect our business. For example, new or amended legislation relating to ship recycling, sewage systems, emission control (including emissions of greenhouse gases) as well as ballast water treatment and ballast water handling may be adopted. The United States has recently enacted ballast water management system legislation and regulations that require more stringent controls of air and water emissions from ocean-going ships. Such legislation or regulations may require additional capital expenditures or operating expenses (such as increased costs for low-sulfur fuel) in order for us to maintain our ships’ compliance with international and/or national regulations. We also may become subject to additional laws and regulations if we enter new markets or trades.

We also believe that the heightened environmental, quality and security concerns of insurance underwriters, regulators and charterers will generally lead to additional regulatory requirements, including enhanced risk assessment and security requirements, as well as greater inspection and safety requirements on all LNG carriers in the marine transportation market. These requirements are likely to add incremental costs to our operations, and the failure to comply with these requirements may affect the ability of our ships to obtain and, possibly, recover from, insurance or to obtain the required certificates for entry into the different ports where we operate.

Some environmental laws and regulations, such as the U.S. Oil Pollution Act of 1990, or “OPA”, provide for potentially unlimited joint, several and/or strict liability for owners, operators and demise or bareboat charterers for oil pollution and related damages. OPA applies to discharges of any oil from a ship in U.S. waters, including discharges of fuel and lubricants from an LNG carrier, even if the ships do not carry oil as cargo. In addition, many states in the United States bordering a navigable waterway have enacted legislation providing for potentially unlimited strict liability without regard to fault for the discharge of pollutants within their waters. We also are subject to other laws and conventions outside the United States that provide for an owner or operator of LNG carriers to bear strict liability for pollution, such as the Convention on Limitation of Liability for Maritime Claims of 1976, or the “London Convention”.

Some of these laws and conventions, including OPA and the London Convention, may include limitations on liability. However, the limitations may not be applicable in certain circumstances, such as where a spill is caused by a ship owner’s or operator’s intentional or reckless conduct. These limitations are also subject to periodic updates and may otherwise be amended in the future.

Compliance with OPA and other environmental laws and regulations also may result in ship owners and operators incurring increased costs for additional maintenance and inspection requirements, the development of contingency arrangements for potential spills, obtaining mandated insurance coverage and meeting financial responsibility requirements.

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

Due to concern over the risks of climate change, a number of countries and the International Maritime Organization, or “IMO”, have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emission from ships. These regulatory measures may include adoption of cap and trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. Although emissions of greenhouse gases from international shipping currently are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, or the “Kyoto Protocol”, or any amendments or successor agreements, a new treaty may be adopted in the future that includes additional restrictions on shipping emissions to those already adopted under the International Convention for the Prevention of Marine Pollution from Ships, or the “MARPOL Convention”. Compliance with future changes in laws and regulations relating to climate change could increase the costs of operating and maintaining our ships and could require us to install new emission controls, as well as acquire allowances, pay taxes related to our greenhouse gas emissions or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.

Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also have an effect on

demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and natural gas in the future or create greater incentives for use of alternative energy sources. Any long-term material adverse effect on the oil and gas industry could have significant financial and operational adverse impacts on our business that we cannot predict with certainty at this time.

We operate our ships worldwide, which could expose us to political, governmental and economic instability that could harm our business.

Because we operate our ships in the geographic areas where our customers do business, our operations may be affected by political, governmental and economic conditions in the countries where our ships operate or where they are registered. Any disruption caused by these factors could harm our business, financial condition, results of operations and cash flows, including cash available for distribution to unitholders. In particular, our ships frequent LNG terminals in countries including Egypt, Equatorial Guinea and Trinidad, as well as transit through the Gulf of Aden and the Strait of Malacca. Economic, political and governmental conditions in these and other regions have from time to time resulted in military conflicts, terrorism, attacks on ships, mining of waterways, piracy and other efforts to disrupt shipping. Future hostilities or other political instability in the geographic regions where we operate or may operate could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distribution to unitholders. In addition, our business could also be harmed by tariffs, trade embargoes and other economic sanctions by the United States or other countries against countries in the Middle East, Southeast Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures that limit trading activities with those countries.

Our insurance may be insufficient to cover losses that may occur to our property or result from our operations which could adversely affect our results of operations and cash flows.

The operation of any ship includes risks such as mechanical failure, personal injury, collision, fire, contact with floating objects, property loss or damage, cargo loss or damage and business interruption due to a number of reasons, including political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of a marine disaster, including explosion, spills and other environmental mishaps, and other liabilities arising from owning, operating or managing ships in international trade. Although we carry protection and indemnity, hull and machinery and loss of hire insurance covering our ships consistent with industry standards, we can give no assurance that we are adequately insured against all risks or that our insurers will pay a particular claim. We also may be unable to procure adequate insurance coverage at commercially reasonable rates in the future. Even if our insurance coverage is adequate to cover our losses, we may not be able to obtain a timely replacement ship in the event of a loss of a ship. Any uninsured or underinsured loss could harm our business, financial condition, results of operations and cash flows, including cash available for distribution to unitholders.

In addition, some of our insurance coverage is maintained through mutual protection and indemnity associations, and as a member of such associations we may be required to make additional payments over and above budgeted premiums if member claims exceed association reserves.

Terrorist attacks, international hostilities and piracy could adversely affect our business, financial condition, results of operations and cash flows.

Terrorist attacks, piracy and the current conflicts in the Middle East, and other current and future conflicts, may adversely affect our business, financial condition, results of operations and cash flows, including cash available for distribution to unitholders. The continuing hostilities in the Middle East may lead to additional acts of terrorism, further regional conflicts, other armed actions around the world and civil disturbance in the United States or elsewhere, which may contribute to further instability in the global financial markets. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us, or at all.

In the past, political conflicts have also resulted in attacks on ships, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. Acts of terrorism and piracy have also affected ships trading in regions such as the South China Sea and the Gulf of Aden. Since 2008, the frequency of piracy incidents against commercial shipping vessels has increased significantly, particularly in the Gulf of Aden and off the coast of Somalia. Any terrorist attacks targeted at ships may in the future negatively materially affect our business, financial condition, results of operations and cash flows and could directly impact our ships or our customers.

We currently employ armed guards onboard certain vessels operating in areas that may be prone to hijacking or terrorist attacks. The presence of armed guards may increase the risk of damage, injury or loss of life in connection with any attacks on our vessels, in addition to increasing crew costs.

We may not be adequately insured to cover losses from acts of terrorism, piracy, regional conflicts and other armed actions, including losses relating to the employment of armed guards.

LNG facilities, shipyards, ships, pipelines and gas fields could be targets of future terrorist attacks or piracy. Any such attacks could lead to, among other things, bodily injury or loss of life, as well as damage to the ships or other property, increased ship operating costs, including insurance costs, reductions in the supply of LNG and the inability to transport LNG to or from certain locations. Terrorist attacks, war or other events beyond our control that adversely affect the production, storage or transportation of LNG to be shipped by us could entitle our customers to terminate our charter contracts in certain circumstances, which would harm our cash flows and our business.

Terrorist attacks, or the perception that LNG facilities and LNG carriers are potential terrorist targets, could materially and adversely affect expansion of LNG infrastructure and the continued supply of LNG. Concern that LNG facilities may be targeted for attack by terrorists has contributed significantly to local community and environmental group resistance to the construction of a number of LNG facilities, primarily in North America. If a terrorist incident involving an LNG facility or LNG carrier did occur, in addition to the possible effects identified in the previous paragraph, the incident may adversely affect the construction of additional LNG facilities and could lead to the temporary or permanent closing of various LNG facilities currently in operation.

A cyber-attack could materially disrupt the Partnership’s business.

The Partnership relies on information technology systems and networks, the majority of which are provided by GasLog, in its operations and administration of its business. The Partnership’s business operations, or those of GasLog, could be targeted by individuals or groups seeking to sabotage or disrupt the Partnership’s or GasLog’s information technology systems and networks, or to steal data. A successful cyber-attack could materially disrupt the Partnership’s operations, including the safety of its operations, or lead to unauthorized release of information or alteration of information on its systems. Any such attack or other breach of the Partnership’s information technology systems could have a material adverse effect on the Partnership’s business and results of operations.

GasLog may on our behalf be unable to attract and retain qualified, skilled employees or crew necessary to operate our business or may pay substantially increased costs for its employees and crew.

Our success will depend in large part on GasLog’s ability to attract, hire, train and retain highly skilled and qualified personnel. In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work. Competition to attract, hire, train and retain qualified crew members is intense, and crew manning costs continue to increase. If we are not able to increase our hire rates to compensate for any crew cost increases, our business, financial condition, results of operations and ability to make cash distributions to our unitholders may be adversely affected. Any inability we experience in the future to attract, hire, train and retain a

sufficient number of qualified employees could impair our ability to manage, maintain and grow our business.

In the future, the ships we own could be required to call on ports located in countries that are subject to restrictions imposed by the United States and other governments.

The United States and other governments and their agencies impose sanctions and embargoes on certain countries and maintain lists of countries they consider to be state sponsors of terrorism. For example, in 2010, the United States enacted the Comprehensive Iran Sanctions Accountability and Divestment Act, or “CISADA”, which expanded the scope of the former Iran Sanctions Act. Among other things, CISADA expanded the application of the prohibitions imposed by the U.S. government to non-U.S. companies, such as us, and limits the ability of companies and persons to do business or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or petroleum products, as well as LNG.

In 2012, President Obama signed Executive Order 13608, which prohibits foreign persons from violating or attempting to violate, or causing a violation of, any sanctions in effect against Iran, or facilitating any deceptive transactions for or on behalf of any person subject to U.S. sanctions. The Secretary of the Treasury may prohibit any transactions or dealings, including any U.S. capital markets financing, involving any person found to be in violation of Executive Order 13608. Also in 2012, the U.S. enacted the Iran Threat Reduction and Syria Human Rights Act of 2012, or the “ITRA”, which created new sanctions and strengthened existing sanctions. Among other things, the ITRA intensifies existing sanctions regarding the provision of goods, services, infrastructure or technology to Iran’s petroleum or petrochemical sector. The ITRA also includes a provision requiring the President of the United States to impose five or more sanctions from Section 6(a) of the Iran Sanctions Act, as amended, on a person the President determines is a controlling beneficial owner of, or otherwise owns, operates, or controls or insures a vessel that was used to transport crude oil from Iran to another country and (1) if the person is a controlling beneficial owner of the vessel, the person had actual knowledge the vessel was so used or (2) if the person otherwise owns, operates, or controls, or insures the vessel, the person knew or should have known the vessel was so used. Such a person could be subject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financial transactions subject to U.S. jurisdiction, and exclusion of such person’s vessels from U.S. ports for up to two years. The ITRA also includes a requirement that issuers of securities must disclose to the SEC in their annual and quarterly reports filed after February 6, 2013 whether the issuer or “any affiliate” has “knowingly” engaged in certain sanctioned activities involving Iran during the timeframe covered by the report. Finally, in January 2013, the U.S. enacted the Iran Freedom and Counter-Proliferation Act of 2012 or the “IFCA”, which expanded the scope of U.S. sanctions on any person that is part of Iran’s energy, shipping or shipbuilding sector and operators of ports in Iran, and imposes penalties on any person who facilitates or otherwise knowingly provides significant financial, material or other support to these entities.

On January 16, 2016, the United States suspended certain sanctions against Iran applicable to non-U.S. companies, such as us, pursuant to the nuclear agreement reached between Iran, China, France, Germany, Russia, the United Kingdom, the United States and the European Union. To implement these changes, beginning on January 16, 2016, the United States waived enforcement of many of the sanctions against Iran’s energy and petrochemical sectors described above, among other things, including certain provisions of CISADA, ITRA, and IFCA. While non-U.S. companies may now engage in certain business or trade with Iran that was previously prohibited, the U.S. has the ability to reimpose sanctions against Iran if, in the future, Iran does not comply with its obligations under the nuclear agreement.

Although the ships we own have not called on ports in countries subject to sanctions or embargoes or in countries identified as state sponsors of terrorism, including Iran, North Korea and Syria, we cannot assure you that these ships will not call on ports in these countries in the future. While we intend to maintain compliance with all sanctions and embargoes applicable to us, U.S. and international sanctions and embargo laws and regulations do not necessarily apply to the same

countries or proscribe the same activities, which may make compliance difficult. Additionally, the scope of certain laws may be unclear, and these laws may be subject to changing interpretations and application and may be amended or strengthened from time to time, including by adding or removing countries from the proscribed lists. Violations of sanctions and embargo laws and regulations could result in fines or other penalties and could result in some investors deciding, or being required, to divest their investment, or not to invest, in us.

Failure to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and other anti-bribery legislation in other jurisdictions could result in fines, criminal penalties, contract terminations and an adverse effect on our business.

We operate our ships worldwide, requiring our ships to trade in countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the U.S. Foreign Corrupt Practices Act of 1977, or the “FCPA”, and the Bribery Act 2010 of the United Kingdom or the “UK Bribery Act”. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA and the UK Bribery Act. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, or curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.

Reliability of suppliers may limit our ability to obtain supplies and services when needed.

We rely, and will in the future rely, on a significant supply of consumables, spare parts and equipment to operate, maintain, repair and upgrade our fleet of ships. Delays in delivery or unavailability of supplies could result in off-hire days due to consequent delays in the repair and maintenance of our fleet. This would negatively impact our revenues and cash flows. Cost increases could also negatively impact our future operations, although the impact of significant cost increases may be mitigated to some extent with respect to the vessels that are employed under charter contracts with automatic periodic adjustment provisions or cost review provisions.

Governments could requisition our ships during a period of war or emergency, resulting in loss of earnings.

The government of a jurisdiction where one or more of our ships are registered could requisition for title or seize our ships. Requisition for title occurs when a government takes control of a ship and becomes its owner. Also, a government could requisition our ships for hire. Requisition for hire occurs when a government takes control of a ship and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency, although governments may elect to requisition ships in other circumstances. Although we would expect to be entitled to government compensation in the event of a requisition of one or more of our ships, the amount and timing of payments, if any, would be uncertain. A government requisition of one or more of our ships would result in off-hire days under our time charters and may cause us to breach covenants in certain of our credit facilities, and could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distribution to unitholders.

Maritime claimants could arrest our ships, which could interrupt our cash flows.

Crew members, suppliers of goods and services to a ship, shippers or receivers of cargo and other parties may be entitled to a maritime lien against a ship for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by arresting a ship. The

arrest or attachment of one or more of our ships which is not timely discharged could cause us to default on a charter or breach covenants in certain of our credit facilities and, to the extent such arrest or attachment is not covered by our protection and indemnity insurance, could require us to pay large sums of money to have the arrest or attachment lifted. Any of these occurrences could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distribution to unitholders.

Additionally, in some jurisdictions, such as the Republic of South Africa, under the “sister ship” theory of liability, a claimant may arrest both the ship that is subject to the claimant’s maritime lien and any “associated” ship, which is any ship owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one ship in our fleet for claims relating to another of our ships.

We may be subject to litigation that could have an adverse effect on us.

We may in the future be involved from time to time in litigation matters. These matters may include, among other things, contract disputes, personal injury claims, environmental claims or proceedings, toxic tort claims, employment matters and governmental claims for taxes or duties, as well as other litigation that arises in the ordinary course of our business. We cannot predict with certainty the outcome of any claim or other litigation matter. The ultimate outcome of any litigation matter and the potential costs associated with prosecuting or defending such lawsuits, including the diversion of management’s attention to these matters, could have an adverse effect on us and, in the event of litigation that could reasonably be expected to have a material adverse effect on us, could lead to an event of default under certain of our credit facilities.

Risks Inherent in an Investment in Us

GasLog and its affiliates may compete with us.

Pursuant to the omnibus agreement between us and GasLog, GasLog and its controlled affiliates (other than us, our general partner and our subsidiaries) generally have agreed not to acquire, own, operate or charter certain LNG carriers operating under charters of five full years or more. The omnibus agreement, however, contains significant exceptions that may allow GasLog or any of its controlled affiliates to compete with us, which could harm our business. For example, these exceptions result in GasLog not being restricted from: acquiring, owning, operating or chartering Non-Five-Year Vessels; acquiring a non-controlling equity ownership, voting or profit participation interest in any company, business or pool of assets; acquiring, owning, operating or chartering a Five-Year Vessel that GasLog would otherwise be restricted from owning if we are not willing or able to acquire such vessel from GasLog within the periods set forth in the omnibus agreement; or owning or operating any Five-Year Vessel that GasLog owns on the closing date of the IPO and that was not part of our fleet as of such date. See “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Omnibus Agreement—Noncompetition” for a detailed description of those exceptions and the definitions of “Five-Year Vessel” and “Non-Five-Year Vessel”.

Unitholders have limited voting rights, and our partnership agreement restricts the voting rights of unitholders owning more than 4.9% of our common units.

Unlike the holders of common stock in a corporation, holders of common units have only limited voting rights on matters affecting our business. We will hold a meeting of the limited partners every year to elect one or more members of our board of directors and to vote on any other matters that are properly brought before the meeting. Our general partner has appointed four of our seven directors and the common unitholders elected the remaining three directors at our 2015 annual meeting. Five of our directors meet the independence standards of the New York Stock Exchange, or the “NYSE”, and three of the five also qualify as independent of GasLog under our partnership agreement, so as to be eligible for membership on our conflicts committee. If our general partner exercises its right to transfer the power to elect a majority of our directors to the

common unitholders, an additional director will thereafter be elected by our common unitholders. Our general partner may exercise this right in order to permit us to claim, or continue to claim, an exemption from U.S. federal income tax under Section 883 of the U.S. Internal Revenue Code of 1986, as amended, or the “Code”. See “Item 4. Information on the Partnership—B. Business Overview—Taxation of the Partnership”.

The partnership agreement also contains provisions limiting the ability of unitholders to call meetings or to acquire information about our operations, as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management. Unitholders have no right to elect our general partner, and our general partner may not be removed except by a vote of the holders of at least 66 ² / ₃ % of the outstanding common and subordinated units, including any units owned by our general partner and its affiliates, voting together as a single class.

Our partnership agreement further restricts unitholders’ voting rights by providing that if any person or group owns beneficially more than 4.9% of any class of units then outstanding, any such units owned by that person or group in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders, calculating required votes (except for purposes of nominating a person for election to our board of directors), determining the presence of a quorum or for other similar purposes, unless required by law.

Effectively, this means that the voting rights of any unitholders not entitled to vote on a specific matter will be redistributed pro rata among the other common unitholders. Our general partner, its affiliates and persons who acquired common units with the prior approval of our board of directors will not be subject to the 4.9% limitation, except with respect to voting their common units in the election of the elected directors.

GasLog and our general partner own a controlling interest in us and have conflicts of interest and limited fiduciary and contractual duties to us and our common unitholders, which may permit them to favor their own interests to your detriment.

GasLog currently owns limited partnership units representing a 30.9% partnership interest and a 2.0% general partner interest in us, and owns and controls our general partner. In addition, our general partner has the right to appoint four of seven, or a majority, of our directors. Certain of our directors and officers are directors and officers of GasLog or its affiliates, and, as such, they have fiduciary duties to GasLog or its affiliates that may cause them to pursue business strategies that disproportionately benefit GasLog or its affiliates or which otherwise are not in the best interests of us or our unitholders. Conflicts of interest may arise between GasLog and its affiliates (including our general partner), on the one hand, and us and our unitholders, on the other hand. As a result of these conflicts, our general partner and its affiliates may favor their own interests over the interests of our unitholders. See “—Our partnership agreement limits our general partner’s and our directors’ fiduciary duties to our unitholders and restricts the remedies available to unitholders for actions taken by our general partner or our directors”. These conflicts include, among others, the following situations:

•

neither our partnership agreement nor any other agreement requires our general partner or GasLog or its affiliates to pursue a business strategy that favors us or utilizes our assets, and GasLog’s officers and directors have a fiduciary duty to make decisions in the best interests of the shareholders of GasLog, which may be contrary to our interests;

•

our partnership agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. Specifically, our general partner will be considered to be acting in its individual capacity if it exercises its call right, pre-emptive rights or registration rights, consents or withholds consent to any merger or consolidation of the partnership, appoints any directors or votes for the election of any director, votes or refrains from voting on amendments to our partnership agreement that require a vote of the outstanding units, voluntarily withdraws from the partnership, transfers (to the extent permitted under our partnership agreement) or refrains from transferring its units or general partner interest or votes upon the dissolution of the partnership;

•

under our partnership agreement, as permitted under Marshall Islands law, our general partner and our directors have limited fiduciary duties. The partnership agreement also restricts the remedies available to our unitholders; as a result of purchasing common units, unitholders are treated as having agreed to the modified standard of fiduciary duties and to certain actions that may be taken by our general partner and our directors, all as set forth in the partnership agreement;

•

our general partner is entitled to reimbursement of all reasonable costs incurred by it and its affiliates for our benefit;

•

our partnership agreement does not restrict us from paying our general partner or its affiliates for any services rendered to us on terms that are fair and reasonable or entering into additional contractual arrangements with any of these entities on our behalf;

•

our general partner may exercise its right to call and purchase our common units if it and its affiliates own more than 80% of our common units; and

•

our general partner is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon the exercise of its limited call right.

Even if our general partner relinquishes the power to elect one director to the common unitholders, so that they will elect a majority of our directors, our general partner will have substantial influence on decisions made by our board of directors. See “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions”.

Our officers face conflicts in the allocation of their time to our business.

Our officers are all employed by GasLog or its applicable affiliate and are performing executive officer functions for us pursuant to the administrative services agreement. Our officers, with the exception of our Chief Executive Officer (“CEO”), Andrew J. Orekar, are not required to work full-time on our affairs and also perform services for affiliates of our general partner (including GasLog). As a result, there could be material competition for the time and effort of our officers who also provide services to our general partner’s affiliates, which could have a material adverse effect on our business, results of operations and financial condition. See “Item 6. Directors, Senior Management and Employees”.

Our partnership agreement limits our general partner’s and our directors’ fiduciary duties to our unitholders and restricts the remedies available to unitholders for actions taken by our general partner or our directors.

Under the partnership agreement, our general partner has delegated to our board of directors the authority to oversee and direct our operations, management and policies on an exclusive basis, and such delegation will be binding on any successor general partner of the partnership. Our partnership agreement also contains provisions that reduce the standards to which our general partner and directors would otherwise be held by Marshall Islands law. For example, our partnership agreement:

•

permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. Where our partnership agreement permits, our general partner may consider only the interests and factors that it desires, and in such cases it has no fiduciary duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or our unitholders. Decisions made by our general partner in its individual capacity will be made by its sole owner, GasLog. Specifically, pursuant to our partnership agreement, our general partner will be considered to be acting in its individual capacity if it exercises its call right, pre-emptive rights or registration rights, consents or withholds consent to any merger or consolidation of the partnership, appoints any directors or votes for the election of any director, votes or refrains from voting on amendments to our partnership agreement that require a vote of the outstanding units, voluntarily withdraws from the partnership, transfers (to the extent permitted under our partnership agreement) or

refrains from transferring its units or general partner interest or votes upon the dissolution of the partnership;

•

provides that our general partner and our directors are entitled to make other decisions in “good faith” if they reasonably believe that the decision is in our best interests;

•

generally provides that transactions with our affiliates and resolutions of conflicts of interest not approved by the conflicts committee of our board of directors and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us and that, in determining whether a transaction or resolution is “fair and reasonable”, our board of directors may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us; and

•

provides that neither our general partner nor our officers or directors will be liable for monetary damages to us, our limited partners or assignees for any acts or omissions, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or our officers or directors or those other persons engaged in actual fraud or willful misconduct.

In order to become a limited partner of our partnership, a common unitholder is required to agree to be bound by the provisions in the partnership agreement, including the provisions discussed above.

Fees and cost reimbursements, which GasLog or its applicable affiliate will determine for services provided to us and our subsidiaries, will be substantial, will likely be higher for future periods than reflected in our results of operations for the year ended December 31, 2015, will be payable regardless of our profitability and will reduce our cash available for distribution to you.

Pursuant to the ship management agreements, our subsidiaries pay fees for services provided to them by GasLog LNG Services, and reimburses GasLog LNG Services for all expenses incurred on their behalf. These fees and expenses include all costs and expenses incurred in providing the crew and technical management of the vessels in our fleet to our subsidiaries. In addition, our operating subsidiaries pay GasLog LNG Services a fixed management fee for costs and expenses incurred in connection with providing these services to our operating subsidiaries.

Pursuant to an administrative services agreement, GasLog provides us with certain administrative services. We pay a fixed fee to GasLog for its reasonable costs and expenses incurred in connection with the provision of the services under the administrative services agreement.

Pursuant to the commercial management agreements, GasLog provides us with commercial management services. We pay to GasLog a fixed commercial management fee in U.S. dollars for costs and expenses incurred in connection with providing services.

For a description of the ship management agreements, commercial management agreements and the administrative services agreement, see “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions”. The aggregate fees and expenses payable for services under the ship management agreements, commercial management agreements and administrative services agreement for the year ended December 31, 2015 were $3.59 million, $ 2.34 million and $3.82 million, respectively. As these amounts represent fees and expenses relating to the five vessels acquired from GasLog in 2014, and the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally since their acquisition from GasLog in July 2015, the fees and expenses payable pursuant to these agreements will likely be higher for future periods than reflected in our results of operations for the year ended December 31, 2015. Additionally, these fees and expenses will be payable without regard to our business, results of operation and financial condition. The payment of fees to and the reimbursement of expenses of GasLog or its applicable affiliate, including GasLog LNG Services, could adversely affect our ability to pay cash distributions to you.

Our partnership agreement contains provisions that may have the effect of discouraging a person or group from attempting to remove our current management or our general partner, and even if public unitholders are dissatisfied, they are unable to remove our general partner without GasLog’s consent, unless GasLog’s ownership interest in us is decreased, all of which could diminish the trading price of our common units.

Our partnership agreement contains provisions that may have the effect of discouraging a person or group from attempting to remove our current management or our general partner.

•

The unitholders are unable to remove our general partner without its consent because our general partner and GasLog own sufficient units to be able to prevent its removal. The vote of the holders of at least 66 ² / ₃ % of all outstanding common and subordinated units voting together as a single class is required to remove the general partner; GasLog owns 31.55% of the outstanding common and subordinated units.

•

If our general partner is removed without “cause” during the subordination period and units held by our general partner and GasLog are not voted in favor of that removal, all remaining subordinated units will automatically convert into common units, any existing arrearages on the common units will be extinguished, and our general partner will have the right to convert its general partner interest and the holders of the incentive distribution rights will have the right to convert such incentive distribution rights into common units or to receive cash in exchange for those interests based on the fair market value of those interests at the time. A removal of our general partner under these circumstances would adversely affect the common units by prematurely eliminating their distribution and liquidation preference over the subordinated units, which would otherwise have continued until we had met certain distribution and performance tests. Any conversion of the general partner interest or incentive distribution rights would be dilutive to existing unitholders. Furthermore, any cash payment in lieu of such conversion could be prohibitively expensive. “Cause” is narrowly defined to mean that a court of competent jurisdiction has entered a final, non-appealable judgment finding our general partner liable for actual fraud or willful or wanton misconduct in its capacity as our general partner. Cause does not include most cases of charges of poor business decisions, such as charges of poor management of our business by the directors appointed by our general partner. Therefore, the removal of our general partner because of the unitholders’ dissatisfaction with the general partner’s decisions in this regard would most likely result in the termination of the subordination period.

•

Common unitholders are entitled to elect only three of the seven members of our board of directors. Our general partner, by virtue of its general partner interest, in its sole discretion appoints the remaining directors (subject to its right to transfer the power to elect a majority of our directors to the common unitholders).

•

The election of the directors by common unitholders is staggered, meaning that the members of only one of three classes of our elected directors will be selected each year. In addition, the directors appointed by our general partner will serve for terms determined by our general partner.

•

Our partnership agreement contains provisions limiting the ability of unitholders to call meetings of unitholders, to nominate directors and to acquire information about our operations as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management.

•

Unitholders’ voting rights are further restricted by the partnership agreement provision providing that if any person or group owns beneficially more than 4.9% of any class of units then outstanding, any such units owned by that person or group in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders, calculating required votes (except for purposes of nominating a person for election to our board of directors), determining the presence of a quorum or for other similar purposes, unless required by law. Effectively, this means that the voting rights of any such unitholders in excess of 4.9% will be redistributed pro rata among the other common unitholders holding less than 4.9% of the voting power of all classes of units entitled to vote.

Our general partner, its affiliates and persons who acquired common units with the prior approval of our board of directors will not be subject to this 4.9% limitation, except with respect to voting their common units in the election of the elected directors.

•

There are no restrictions in our partnership agreement on our ability to issue equity securities.

The effect of these provisions may be to diminish the price at which the common units will trade.

The control of our general partner may be transferred to a third party without unitholder consent.

Our general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of the unitholders. In addition, our partnership agreement does not restrict the ability of the members of our general partner from transferring their respective membership interests in our general partner to a third party.

Substantial future sales of our common units in the public market could cause the price of our common units to fall.

We have granted registration rights to GasLog and certain of its affiliates. These unitholders have the right, subject to some conditions, to require us to file registration statements covering any of our common, subordinated or other equity securities owned by them or to include those securities in registration statements that we may file for ourselves or other unitholders. As of February 11, 2016, GasLog owns 162,358 common units and 9,822,358 subordinated units and all of the incentive distribution rights. Following their registration and sale under the applicable registration statement, those securities will become freely tradable. By exercising their registration rights and selling a large number of common units or other securities, these unitholders could cause the price of our common units to decline.

GasLog, as the holder of all of the incentive distribution rights, may elect to cause us to issue additional common units to it in connection with a resetting of the target distribution levels related to its incentive distribution rights without the approval of the conflicts committee of our board of directors or holders of our common units and subordinated units. This may result in lower distributions to holders of our common units in certain situations.

GasLog, as the holder of all of the incentive distribution rights, has the right, at a 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. Following a reset election by GasLog, the minimum quarterly distribution amount will be reset to an amount equal to the average cash distribution amount per common unit for the two fiscal quarters immediately preceding the reset election (such amount is referred to as the “reset minimum quarterly distribution”), and the target distribution levels will be reset to correspondingly higher levels based on the same percentage increases above the reset minimum quarterly distribution amount.

In connection with resetting these target distribution levels, GasLog will be entitled to receive a number of common units equal to that number of common units whose aggregate quarterly cash distributions equaled the average of the distributions to it on the incentive distribution rights in the prior two quarters. We anticipate that GasLog would exercise this reset right in order to facilitate acquisitions or internal growth projects that would not be sufficiently accretive to cash distributions per common unit without such conversion; however, it is possible that GasLog could exercise this reset election at a time when it is experiencing, or may be expected to experience, declines in the cash distributions it receives related to its incentive distribution rights and may therefore desire to be issued our common units, rather than retain the right to receive incentive distributions based on the initial target distribution levels. As a result, a reset election may cause our common unitholders to experience dilution in the amount of cash distributions that they would have otherwise received had we not issued additional common units to GasLog in connection with resetting the target

distribution levels related to GasLog’s incentive distribution rights. See “Item 8. Financial Information—Our Cash Distribution Policy—Incentive Distribution Rights”.

We may issue additional equity securities, including securities senior to the common units, without your approval, which would dilute your ownership interests.

We may, without the approval of our unitholders, issue an unlimited number of additional units or other equity securities. In addition, we may issue an unlimited number of units that are senior to the common units in right of distribution, liquidation and voting. The issuance by us of additional common units or other equity securities of equal or senior rank will have the following effects:

•

our unitholders’ proportionate ownership interest in us will decrease;

•

the amount of cash available for distribution on each unit may decrease;

•

because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase;

•

the relative voting strength of each previously outstanding unit may be diminished; and

•

the market price of the common units may decline.

Upon the expiration of the subordination period, the subordinated units will convert into common units and will then participate pro rata with other common units in distributions of available cash.

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, plus any 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. Distribution arrearages do not accrue on the subordinated units. The purpose of the subordinated units is to increase the likelihood that during the subordination period there will be available cash from operating surplus to be distributed on the common units. Upon the expiration of the subordination period, the subordinated units will convert into common units and will then participate pro rata with other common units in distributions of available cash. See “Item 8. Financial Information—Our Cash Distribution Policy—Subordination Period”.

In establishing cash reserves, our board of directors may reduce the amount of cash available for distribution to you.

Our partnership agreement requires our board of directors to deduct from operating surplus cash reserves that it determines are necessary to fund our future operating expenditures. These reserves also will affect the amount of cash available for distribution to our unitholders and they are not subject to any specified maximum dollar amount. Our board of directors may establish reserves for distributions on the subordinated units, but only if those reserves will not prevent us from distributing the full minimum quarterly distribution, plus any arrearages, on the common units for the following four quarters. As described above in “—Risks Inherent in Our Business—We must make substantial capital expenditures to maintain and replace the operating capacity of our fleet, which will reduce cash available for distribution. In addition, each quarter we are required to deduct estimated maintenance and replacement capital expenditures from operating surplus, which may result in less cash available to unitholders than if actual maintenance and replacement capital expenditures were deducted”, our partnership agreement requires our board of directors each quarter to deduct from operating surplus estimated maintenance and replacement capital expenditures, as opposed to actual maintenance and replacement capital expenditures, which could reduce the amount of available cash for distribution. The amount of estimated maintenance and replacement capital expenditures deducted from operating surplus is subject to review and change by our board of directors at least once a year, provided that any change must be approved by the conflicts committee of our board of directors.

Our general partner has a limited call right that may require you to sell your common units at an undesirable time or price.

If at any time our general partner and its affiliates own more than 80% of the common units, our general partner will have the right, which it may assign to any of its affiliates or to us, but not the obligation, to acquire all, but not less than all, of the common units held by unaffiliated persons at a price not less than the then-current market price of our common units. Our general partner is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon the exercise of this limited call right. As a result, you may be required to sell your common units at an undesirable time or price and may not receive any return on your investment. You may also incur a tax liability upon a sale of your units. GasLog, which owns and controls our general partner, owns 0.74% of our common units. At the end of the subordination period, assuming no additional issuances of common units and the conversion of our subordinated units into common units, GasLog will own 31.55% of our common units.

You may not have limited liability if a court finds that unitholder action constitutes control of our business.

As a limited partner in a partnership organized under the laws of the Marshall Islands, you could be held liable for our obligations to the same extent as a general partner if you participate in the “control” of our business. Our general partner generally has unlimited liability for the obligations of the partnership, such as its debts and environmental liabilities, except for those contractual obligations of the partnership that are expressly made without recourse to our general partner. In addition, the limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some jurisdictions in which we do business.

We can borrow money to pay distributions, which would reduce the amount of credit available to operate our business.

Our partnership agreement allows us to make working capital borrowings to pay distributions. Accordingly, if we have available borrowing capacity, we can make distributions on all our units even though cash generated by our operations may not be sufficient to pay such distributions. Any working capital borrowings by us to make distributions will reduce the amount of working capital borrowings we can make for operating our business. For more information, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities”.

The price of our common units may be volatile.

The price of our common units may be volatile and may fluctuate due to factors including:

•

our payment of cash distributions to our unitholders;

•

actual or anticipated fluctuations in quarterly and annual results;

•

fluctuations in the seaborne transportation industry, including fluctuations in the LNG carrier market;

•

mergers and strategic alliances in the shipping industry;

•

changes in governmental regulations or maritime self-regulatory organizations standards;

•

shortfalls in our operating results from levels forecasted by securities analysts;

•

announcements concerning us or our competitors;

•

the failure of securities analysts to publish research about us, or analysts making changes in their financial estimates;

•

general economic conditions;

•

terrorist acts;

•

future sales of our units or other securities;

•

investors’ perceptions of us and the LNG shipping industry;

•

the general state of the securities markets; and

•

other developments affecting us, our industry or our competitors.

Securities markets worldwide are experiencing significant price and volume fluctuations. The market price for our common units may also be volatile. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our common units despite our operating performance.

Increases in interest rates may cause the market price of our common units to decline.

An increase in interest rates may cause a corresponding decline in demand for equity investments in general, and in particular for yield-based equity investments such as our common units. Any such increase in interest rates or reduction in demand for our common units resulting from other relatively more attractive investment opportunities may cause the trading price of our common units to decline.

Unitholders may have liability to repay distributions.

Under some circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them. Under the Marshall Islands Limited Partnership Act, or the “Marshall Islands Act”, we may not make a distribution to you if the distribution would cause our liabilities to exceed the fair value of our assets. Marshall Islands law provides that for a period of three years from the date of the impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Marshall Islands law will be liable to the limited partnership for the distribution amount. Assignees who become substituted limited partners are liable for the obligations of the assignor to make contributions to the partnership that are known to the assignee at the time it became a limited partner and for unknown obligations if the liabilities could be determined from the partnership agreement. Liabilities to partners on account of their partnership interest and liabilities that are non-recourse to the partnership are not counted for purposes of determining whether a distribution is permitted.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common units less attractive to investors.

We are an “emerging growth company”, as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”. We have elected to opt out of the extended transition period for complying with new or revised accounting standards under Section 107(b) of the JOBS Act and such election is irrevocable. We cannot predict if investors will find our common units less attractive because we may rely on these exemptions. If some investors find our common units less attractive as a result, there may be a less active trading market for our common units and our unit price may be more volatile.

In addition, under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. For as long as we take advantage of the reduced reporting obligations, the information that we provide unitholders may be different than information provided by other public companies.

We have been organized as a limited partnership under the laws of the Marshall Islands, which does not have a well-developed body of partnership law.

We are a partnership formed in the Republic of the Marshall Islands, which does not have a well-developed body of case law or bankruptcy law and, as a result, unitholders have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States. As

such, in the case of a bankruptcy of the Partnership, there may be a delay of bankruptcy proceedings and the ability of unitholders and creditors to receive recovery after a bankruptcy proceeding. Our partnership affairs are governed by our partnership agreement and by the Marshall Islands Act. The provisions of the Marshall Islands Act resemble provisions of the limited partnership laws of a number of states in the United States, most notably Delaware. The Marshall Islands Act also provides that it is to be applied and construed to make it uniform with the Delaware Revised Uniform Partnership Act and, so long as it does not conflict with the Marshall Islands Act or decisions of the Marshall Islands courts, interpreted according to the non-statutory law (or case law) of the State of Delaware. There have been, however, few, if any, court cases in the Marshall Islands interpreting the Marshall Islands Act, in contrast to Delaware, which has a well-developed body of case law interpreting its limited partnership statute. Accordingly, we cannot predict whether Marshall Islands courts would reach the same conclusions as the courts in Delaware. For example, the rights of our unitholders and the fiduciary responsibilities of our general partner under Marshall Islands law are not as clearly established as under judicial precedent in existence in Delaware. As a result, unitholders may have more difficulty in protecting their interests in the face of actions by our general partner and its officers and directors than would unitholders of a similarly organized limited partnership in the United States.

Because we are organized under the laws of the Marshall Islands, it may be difficult to serve us with legal process or enforce judgments against us, our directors or our management.

We are organized under the laws of the Marshall Islands, and substantially all of our assets are located outside of the United States. In addition, our general partner is a Marshall Islands limited liability company, our directors and officers generally are or will be non-residents of the United States, and all or a substantial portion of the assets of these non-residents are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States if you believe that your rights have been infringed under securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Marshall Islands and of other jurisdictions may prevent or restrict you from enforcing a judgment against our assets or the assets of our general partner or our directors or officers.

Our partnership agreement designates the Court of Chancery of the State of Delaware as the sole and exclusive forum, unless otherwise provided for by Marshall Islands law, for certain litigation that may be initiated by our unitholders, which could limit our unitholders’ ability to obtain a favorable judicial forum for disputes with our general partner.

Our partnership agreement provides that, unless otherwise provided for by Marshall Islands law, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any claims that:

•

arise out of or relate in any way to the partnership agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of the partnership agreement or the duties, obligations or liabilities among limited partners or of limited partners to us, or the rights or powers of, or restrictions on, the limited partners or us);

•

are brought in a derivative manner on our behalf;

•

assert a claim of breach of a fiduciary duty owed by any director, officer or other employee of us or our general partner, or owed by our general partner, to us or the limited partners;

•

assert a claim arising pursuant to any provision of the Marshall Islands Act; or

•

assert a claim governed by the internal affairs doctrine regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims. Any person or entity otherwise acquiring any interest in our common units shall be deemed to have notice of and to have consented to the provisions described above. This forum selection provision may limit our unitholders’ ability to obtain a judicial forum that they find favorable for disputes with us or our directors, officers or other employees or unitholders.

Tax Risks

In addition to the following risk factors, you should read “Item 10. Additional Information—E. Tax Considerations” for a more complete discussion of the expected material U.S. federal and non-U.S. income tax considerations relating to us and the ownership and disposition of our common units.

We may be subject to taxes, which may reduce our cash available for distribution to you.

We and our subsidiaries may be subject to tax in the jurisdictions in which we are organized or operate, reducing the amount of cash available for distribution. In computing our tax obligation in these jurisdictions, we are required to take various tax accounting and reporting positions on matters that are not entirely free from doubt and for which we have not received rulings from the governing authorities. We cannot assure you that upon review of these positions the applicable authorities will agree with our positions. A successful challenge by a tax authority could result in additional tax imposed on us or our subsidiaries, further reducing the cash available for distribution. In addition, changes in our operations or ownership could result in additional tax being imposed on us or our subsidiaries in jurisdictions in which operations are conducted. See “Item 4. Information on the Partnership—B. Business Overview—Taxation of the Partnership”.

U.S. tax authorities could treat us as a “passive foreign investment company” under certain circumstances, which would have adverse U.S. federal income tax consequences to U.S. unitholders.

A non-U.S. entity treated as a corporation for U.S. federal income tax purposes will be treated as a “passive foreign investment company”, or “PFIC”, for U.S. federal income tax purposes if at least 75.0% of its gross income for any tax year consists of “passive income” or at least 50.0% of the average value of its assets produce, or are held for the production of, “passive income”. For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute “passive income”. U.S. unitholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC, and the gain, if any, they derive from the sale or other disposition of their interests in the PFIC.

Based on our current and projected method of operation, and an opinion of our U.S. counsel, Cravath, Swaine & Moore LLP, we believe that we will not be a PFIC for our current tax year, and we expect that we will not be treated as a PFIC for any future tax year. We have received an opinion of our U.S. counsel in support of this position that concludes that the income our subsidiaries earn from certain of our present time-chartering activities should not constitute passive income for purposes of determining whether we are a PFIC. In addition, we have represented to our U.S. counsel that we expect that more than 25.0% of our gross income for our current tax year and each future year will arise from such time-chartering activities or other income our U.S. counsel has opined does not constitute passive income, and more than 50.0% of the average value of our assets for each such year will be held for the production of such nonpassive income. Assuming the composition of our income and assets is consistent with these expectations, and assuming the accuracy of other representations we have made to our U.S. counsel for purposes of their opinion, our U.S. counsel is of the opinion that we should not be a PFIC for our current tax year or any future year. This opinion is based and its accuracy is conditioned on representations, valuations and projections provided by us regarding our assets, income and charters to our U.S. counsel. While we believe these representations, valuations and projections to be accurate, the shipping market is volatile and no assurance can be given that they will continue to be accurate at any time in the future.

Moreover, there are legal uncertainties involved in determining whether the income derived from time-chartering activities constitutes rental income or income derived from the performance of services. In Tidewater Inc. v. United States , 565 F.3d 299 (5th Cir. 2009), the United States Court of

Appeals for the Fifth Circuit, or the “Fifth Circuit”, held that income derived from certain time-chartering activities should be treated as rental income rather than services income for purposes of a provision of the Code relating to foreign sales corporations. In that case, the Fifth Circuit did not address the definition of passive income or the PFIC rules; however, the reasoning of the case could have implications as to how the income from a time charter would be classified under such rules. If the reasoning of this case were extended to the PFIC context, the gross income we derive or are deemed to derive from our time-chartering activities may be treated as rental income, and we would likely be treated as a PFIC. In published guidance, the Internal Revenue Service, or “IRS”, stated that it disagreed with the holding in Tidewater , and specified that time charters similar to those at issue in the case should be treated as service contracts. We have not sought, and we do not expect to seek, an IRS ruling on the treatment of income generated from our time-chartering activities, and the opinion of our counsel is not binding on the IRS or any court. As a result, the IRS or a court could disagree with our position. No assurance can be given that this result will not occur. In addition, although we intend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any tax year, we cannot assure you that the nature of our operations will not change in the future, or that we will not be a PFIC in the future. If the IRS were to find that we are or have been a PFIC for any tax year (and regardless of whether we remain a PFIC for any subsequent tax year), our U.S. unitholders would face adverse U.S. federal income tax consequences. See “Item 10. Additional Information—E. Tax Considerations—Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—PFIC Status and Significant Tax Consequences” for a more detailed discussion of the U.S. federal income tax consequences to U.S. unitholders if we are treated as a PFIC.

We may have to pay tax on U.S.-source income, which will reduce our cash flow.

Under the Code, the U.S. source gross transportation income of a ship-owning or chartering corporation, such as ourselves, is subject to a 4% U.S. federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under a tax treaty or Section 883 of the Code and the Treasury Regulations promulgated thereunder. U.S. source gross transportation income consists of 50% of the gross shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States.

We do not expect to qualify for the exemption from U.S. federal income tax under Section 883 during the 2016 tax year, unless our general partner exercises the “GasLog option” described below. Even if we do not qualify, we do not currently expect any resulting U.S. federal income tax liability to be material or materially reduce the earnings available for distribution to our unitholders. For 2015, the accrued U.S. source gross transportation tax was $0.01 million. For a more detailed discussion, see the section entitled “Item 4. Information on the Partnership—B. Business Overview—Taxation of the Partnership—United States”.

You may be subject to income tax in one or more non-U.S. jurisdictions as a result of owning our common units if, under the laws of any such jurisdiction, we are considered to be carrying on business there. Such laws may require you to file a tax return with, and pay taxes to, those jurisdictions.

We intend to conduct our affairs and cause each of our subsidiaries to operate its business in a manner that minimizes income taxes imposed upon us and our subsidiaries. Furthermore, we intend to conduct our affairs and cause each of our subsidiaries to operate its business in a manner that minimizes the risk that unitholders may be treated as having a permanent establishment or tax presence in a jurisdiction where we or our subsidiaries conduct activities simply by virtue of their ownership of our common units. However, because we are organized as a partnership, there is a risk in some jurisdictions that our activities or the activities of our subsidiaries may rise to the level of a tax presence that is attributed to our unitholders for tax purposes. If you are attributed such a tax presence in a jurisdiction, you may be required to file a tax return with, and to pay tax in, that jurisdiction based on your allocable share of our income. In addition, we may be required to obtain information from you in the event a tax authority requires such information to submit a tax return.

We may be required to reduce distributions to you on account of any tax withholding obligations imposed upon us by that jurisdiction in respect of such allocation to you. The United States may not allow a tax credit for any foreign income taxes that you directly or indirectly incur by virtue of an investment in us.

ITEM 4. INFORMATION ON THE PARTNERSHIP

A. History and Development of the Partnership

GasLog Partners was formed on January 23, 2014 as a Marshall Islands limited partnership. GasLog Partners and its subsidiaries are primarily engaged in the ownership, operation and acquisition of LNG carriers engaged in LNG transportation under long-term charters, which we define as charters of five full years or more. The Partnership conducts its operations through its vessel-owning subsidiaries and as of February 11, 2016, we have a fleet of eight LNG carriers, including three vessels with modern tri-fuel diesel electric (“TFDE”) propulsion technology and five modern Steam vessels.

On May 12, 2014, we completed our IPO and our common units began trading on the NYSE on May 7, 2014 under the ticker symbol “GLOP”. A portion of the proceeds of our IPO was paid as partial consideration for GasLog’s contribution to us of the interests in its subsidiaries which owned the GasLog Shanghai , the GasLog Santiago and the GasLog Sydney. On September 29, 2014, we completed a follow-on public equity offering, the proceeds of which were used to partly fund our acquisition of GasLog’s subsidiaries that owned the Methane Rita Andrea and the Methane Jane Elizabeth. On June 26, 2015, we completed a follow-on public equity offering, the proceeds of which were used to partially finance the acquisition of GasLog’s subsidiaries that owned the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally. The acquisition closed on July 1, 2015.

We maintain our principal executive offices at Gildo Pastor Center, 7 Rue du Gabian, MC 98000, Monaco. Our telephone number at that address is +377 97 97 51 15.

B. Business Overview

Overview

We are a growth-oriented limited partnership focused on owning, operating and acquiring LNG carriers engaged in LNG transportation under long-term charters, which we define as charters of five full years or more. Our fleet of eight LNG carriers, which have fixed charter terms expiring between 2018 and 2020 that can be extended at the charterers’ option, were contributed to us by, or acquired by us from, GasLog, which controls us through its ownership of our general partner.

Our fleet consists of eight LNG carriers, including three vessels with modern TFDE propulsion technology and five modern Steam vessels that operate under long-term charters with MSL. We also have options and other rights under which we may acquire additional LNG carriers from GasLog, as described below. We believe that such options and rights provide us with significant built-in growth opportunities. We may also acquire vessels from shipyards or other owners in the future.

We operate our vessels under long-term charters with fixed-fee contracts that generate predictable cash flows. We intend to grow our fleet through further acquisitions of LNG carriers from GasLog and third parties. However, we cannot assure you that we will make any particular acquisition or that as a consequence we will successfully grow our per unit distributions. Among other things, our ability to acquire additional LNG carriers will be dependent upon our ability to raise additional equity and debt financing. For further discussion of the risks that we face, please read “Item 3. Key Information—D. Risk Factors”.

GasLog is, we believe, a leading independent international owner, operator and manager of LNG carriers and provides support to international energy companies as part of their LNG logistics chain. GasLog was founded by its chairman, Peter G. Livanos, whose family’s shipping activities commenced more than 100 years ago. On April 4, 2012, GasLog completed its initial public offering, and its common shares began trading on the NYSE on March 30, 2012, under the ticker symbol

“GLOG”. At the time of its initial public offering, GasLog’s owned fleet consisted of ten LNG carriers, including eight newbuildings on order. Since its initial public offering, GasLog has increased by approximately 107% the total carrying capacity of vessels in its fleet, which includes vessels on the water and newbuildings on order. As of February 11, 2016, GasLog had a wholly owned 19 ship fleet, including 11 ships on the water and eight LNG carriers on order from Samsung and Hyundai, as well as a 32.9% ownership in the Partnership. See “—Our Fleet”.

Our Fleet

Owned Fleet

The following table presents information about our fleet as of February 11, 2016:

LNG Carrier

Year
Built

Cargo
Capacity
(cbm)

Charterer ⁽¹⁾

Propulsion

Charter
Expiration

Optional
Period

GasLog Shanghai

2013

155,000

BG Group

TFDE

May 2018

2021-2026 ⁽²⁾

GasLog Santiago

2013

155,000

BG Group

TFDE

July 2018

2021-2026 ⁽²⁾

GasLog Sydney

2013

155,000

BG Group

TFDE

September 2018 ⁽⁵⁾

2021-2026 ⁽²⁾

Methane Rita Andrea

2006

145,000

BG Group

Steam

April 2020

2023-2025 ⁽³⁾

Methane Jane Elizabeth

2006

145,000

BG Group

Steam

October 2019

2022-2024 ⁽³⁾

Methane Alison Victoria

2007

145,000

BG Group

Steam

December 2019

2022-2024 ⁽⁴⁾

Methane Shirley Elisabeth

2007

145,000

BG Group

Steam

June 2020

2023-2025 ⁽⁴⁾

Methane Heather Sally

2007

145,000

BG Group

Steam

December 2020

2023-2025 ⁽⁴⁾

⁽¹⁾

Vessels are chartered to MSL.

⁽²⁾

The charters may be extended for up to two extension periods of three or four years at the charterer’s option, and each charter requires that the charterer provide us with 90 days’ notice before the charter expiration of its exercise of any extension option. The period shown reflects the expiration of the minimum optional period and the maximum optional period.

⁽³⁾

Charterer may extend either or both of these charters for one extension period of three or five years, and each charter requires that the charterer provide us with advance notice of its exercise of any extension option. The period shown reflects the expiration of the minimum optional period and the maximum optional period.

⁽⁴⁾

Charterer may extend the term of two of the related charters for one extension period of three or five years, and each charter requires that the charterer provide us with advance notice of its exercise of any extension option. The period shown reflects the expiration of the minimum optional period and the maximum optional period.

⁽⁵⁾

Pursuant to the agreement signed with MSL on April 21, 2015, with respect to the GasLog Sydney , whose charter was shortened by 8 months under such agreement, if MSL does not exercise the charter extension options for the GasLog Sydney , and GasLog Partners does not enter into a third-party charter for the GasLog Sydney , GasLog and GasLog Partners intend to enter into a bareboat or time charter arrangement that is designed to guarantee the total cash distribution from the vessel for any period of charter shortening.

The key characteristics of our current fleet include the following:

•

each ship is sized at between approximately 145,000 cbm and 155,000 cbm capacity, which places our ships in the medium-size class of LNG carriers; we believe this size range maximizes their operational flexibility, as these ships are compatible with most existing LNG terminals around the world, and minimizes excess LNG boil-off;

•

our ships are of the same specifications (in groups of three, two and three ships);

•

each ship is double-hulled, which is standard in the LNG industry;

•

each ship has a membrane containment system incorporating current industry construction standards, including guidelines and recommendations from Gaztransport and Technigaz (the designer of the membrane system) as well as updated standards from our classification society;

•

each of our ships is modern steam powered or has TFDE propulsion technology;

•

Bermuda is the flag state of each ship;

•

each of our ships has received an ENVIRO+ notation from our classification society, which denotes compliance with its published guidelines concerning the most stringent criteria for

environmental protection related to design characteristics, management and support systems, sea discharges and air emissions; and

•

our fleet has an average age of 6.7 years, making it one of the youngest in the industry, compared to a current average age of 11.2 years for the global LNG carrier fleet including LNG carriers of all sizes as of December 31, 2015.

Additional Vessels

Existing Vessel Interests Purchase Options

We currently have the option to purchase the following nine LNG carriers from GasLog within 36 months after each such vessel’s acceptance by its charterer—or, in the case of the GasLog Seattle and the Methane Lydon Volney, which GasLog acquired from BG Group during the second quarter of 2014, 36 months after the closing of the IPO, which occurred on May 12, 2014, or, in the case of the Methane Becki Anne and the Methane Julia Louise, 36 months after the completion of their acquisition by GasLog, which occurred on March 31, 2015, in each case at fair market value as determined pursuant to the omnibus agreement.

See “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Omnibus Agreement—Noncompetition” for additional information on the LNG carrier purchase options.

LNG Carrier

Year
Built ⁽¹⁾

Cargo
Capacity
(cbm)

Charterer ⁽²⁾

Propulsion

Charter
Expiration ⁽³⁾

GasLog Seattle

2013

155,000

Shell

TFDE

December 2020

Solaris

2014

155,000

Shell

TFDE

June 2021

Hull No. 2072

Q1 2016

174,000

BG Group

TFDE

2026

Hull No. 2073

Q2 2016

174,000

BG Group

TFDE

2026

Hull No. 2102

Q3 2016

174,000

BG Group

TFDE

2023

Hull No. 2103

Q4 2016

174,000

BG Group

TFDE

2023

Methane Lydon Volney

2006

145,000

BG Group

Steam

October 2020

Methane Becki Anne

2010

170,000

BG Group

TFDE

March 2024

Methane Julia Louise

2010

170,000

BG Group

TFDE

March 2026

⁽¹⁾

For newbuildings, expected delivery quarters are presented.

⁽²⁾

Vessels are chartered to MSL, or a subsidiary of Shell, as applicable.

⁽³⁾

Indicates the expiration of the initial fixed term.

Five-Year Vessel Restricted Business Opportunities

GasLog has agreed, and has caused its controlled affiliates (other than us, our general partner and our subsidiaries) to agree, not to acquire, own, operate or charter any LNG carrier with a cargo capacity greater than 75,000 cbm engaged in oceangoing LNG transportation under a charter for five full years or more. We refer to these vessels, together with any related charters, as “Five-Year Vessels”. In the event that GasLog acquires, operates or puts under charter a Five-Year Vessel, then GasLog will be required, within 30 calendar days after the consummation of the acquisition or the commencement of the operations or charter, to notify us and offer us the opportunity to purchase such Five-Year Vessel at fair market value. The three newbuildings listed below which are expected to be chartered under the agreement signed with a subsidiary of BG Group on April 21, 2015, will each qualify as a Five Year Vessel upon commencement of its charter, and GasLog will be required to offer to us an opportunity to purchase each vessel at fair market value within 30 days of the commencement of its charter. Generally, we must exercise this right of first offer within 30 days following the notice from GasLog that the vessel has been acquired or has become a Five Year Vessel.

LNG Carrier

Year
Built ⁽¹⁾

Cargo
Capacity
(cbm)

Charterer ⁽²⁾

Propulsion ⁽³⁾

Estimated
Charter
Expiration ⁽⁴⁾

Hull No. 2130

Q1 2018

174,000

BG Group

LP-2S

2027

Hull No. 2800

Q1 2018

174,000

BG Group

LP-2S

2028

Hull No. 2131

Q1 2019

174,000

BG Group

LP-2S

2029

⁽¹⁾

Expected delivery quarters are presented.

⁽²⁾

Vessels are chartered to MSL.

⁽³⁾

References to “LP-2S” refer to low pressure dual-fuel two-stroke engine propulsion.

⁽⁴⁾

Charter expiration to be determined based upon actual date of delivery.

Rights of First Offer

In addition, under the omnibus agreement, we will have a right of first offer with regard to any proposed sale, transfer or other disposition of any LNG carriers with cargo capacities greater than 75,000 cbm engaged in oceangoing LNG transportation under a charter of five full years or more that GasLog owns, as discussed elsewhere in this annual report.

Vessel Acquisition Considerations

We are not obligated to purchase any of the vessels from GasLog described in the previous sections and, accordingly, we may not complete the purchase of any such vessels. Furthermore, our ability to purchase any additional vessels, including under the omnibus agreement from GasLog, is dependent on our ability to obtain financing to fund all or a portion of the acquisition costs of these vessels. As of February 11, 2016, we have not secured any financing for the acquisition of additional vessels. Our ability to acquire additional vessels from GasLog is also subject to obtaining any applicable consents of governmental authorities and other non-affiliated third parties, including the relevant lenders and charterers. Under the omnibus agreement, GasLog will be obligated to use reasonable efforts to obtain any such consents. We cannot assure you that in any particular case the necessary consent will be obtained. See “Item 3. Key Information—D. Risk Factors—Risks Inherent in Our Business” for a discussion of the risks we face in acquiring vessels. See also “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Omnibus Agreement”.

Customers

One customer, MSL, accounted for all of our total revenues for the year ended December 31, 2015. If we exercise our option to purchase the GasLog Seattle and the Solaris from GasLog, our customers would also include a subsidiary of Shell.

Ship Time Charters

We provide the services of our ships under time charters. A time charter is a contract for the use of the ship for a specified term at a daily hire rate. Under a time charter, the ship owner provides crewing and other services related to the ship’s operation, the cost of which is covered by the hire rate, and the customer is responsible for substantially all of the ship voyage costs (including bunker fuel, port charges and canal fees and LNG boil-off). If we exercise our option to purchase any of the Methane Lydon Volney , the Methane Becki Anne, the Methane Julia Louise , Hull Nos. 2072, 2073, 2102 or 2103, or, once offered by GasLog Hull Nos. 2130, 2800 or 2131 such LNG carriers will be chartered to MSL. If we exercise our option to purchase the GasLog Seattle or the Solaris, such LNG carriers will be chartered to a subsidiary of Shell.

Our subsidiaries that own the GasLog Shanghai , the GasLog Santiago and the GasLog Sydney have entered into a master time charter with MSL that establishes the general terms under which the three vessels are chartered. Such subsidiaries have also entered into a separate confirmation memorandum for each ship in order to supplement the master time charter and specify the charter term, extension options (if any), hire rate and other provisions applicable to each ship’s charter. Our

subsidiaries that own the Methane Rita Andrea, the Methane Jane Elizabeth, the Methane Alison Victoria, the Methane Shirley Elisabeth and the Methane Heather Sally have entered into separate time charters for each vessel with MSL.

The following discussion describes the material terms of the time charters for our fleet.

Initial Term, Extensions and Redelivery

The initial terms of the time charters for the GasLog Shanghai , the GasLog Santiago and the GasLog Sydney began upon delivery of the ships in January 2013, March 2013 and May 2013, respectively, and were due to terminate in 2018 and 2019, as applicable with MSL having options to extend the terms of each of the charters for up to eight years at specified hire rates. However, the charter expirations were amended based on an agreement signed with MSL on April 21, 2015. The initial terms of the time charters for the GasLog Shanghai and the GasLog Santiago were each extended by four months. With respect to the GasLog Sydney , whose charter was shortened by 8 months under such agreement, if MSL does not exercise the charter extension options for the GasLog Sydney , and GasLog Partners does not enter into a third-party charter for the GasLog Sydney , GasLog and GasLog Partners intend to enter into a bareboat or time charter arrangement that is designed to guarantee the total cash distribution from the vessel for any period of charter shortening.

The initial terms of the time charters for the Methane Rita Andrea and the Methane Jane Elizabeth began upon delivery of the ships in April 2014 and will terminate in 2020 and 2019, respectively. MSL has options to extend the terms of each or both of the charters for three or five years at specified hire rates, and each charter requires that the charterer provide the owner with advance notice of its exercise of any extension option.

The initial terms of the time charters for the Methane Alison Victoria, the Methane Shirley Elisabeth and the Methane Heather Sally began upon their acquisition by GasLog on June 4, 2014, June 11, 2014 and June 25, 2014, respectively, and will terminate in 2019, 2020 and 2020, respectively. MSL has options to extend the terms of two of the time charters for a period of either three or five years beyond the initial charter expiration date.

Our time charters provide for redelivery of the ship to us at the expiration of the term, as such term may be extended upon the charterer’s exercise of its extension options, or upon earlier termination of the charter (as described below), plus or minus 30 days. Under all of our charters, the charterer has the right to extend the term for most periods in which the ship is off-hire, as described below. Our charter contracts do not provide the charterers with options to purchase our ships during or upon expiration of the charter term.

Hire Rate Provisions

“Hire rate” refers to the basic payment from the customer for use of the ship. Under all of our time charters, the hire rate is payable to us monthly in advance in U.S. dollars.

Under the time charters for the GasLog Shanghai , the GasLog Santiago and the GasLog Sydney , the hire rate includes two components—a capital cost component and an operating cost component. The capital cost component relates to the cost of the ship’s purchase and is a fixed daily amount that is structured to provide a return on our invested capital. The charters provide for the capital cost component to increase by a specified amount during any option period. The operating cost component is a fixed daily amount that increases at periodic intervals at a fixed percentage or is calculated based on a periodic budget agreed upon by the parties. Although the daily amount of the operating cost component is fixed (subject to a specified periodic increase or adjustment if a given charter contains such provision), it is intended to correspond to the costs of operating the ship and related expenses. In such charters, in the event of a material increase in the actual costs we incur in operating the ship, a clause in the charter provides us the right in certain circumstances to seek a review and potential adjustment of the operating cost component. The hire rates provided for under the time charters for the Methane Rita Andrea, the Methane Jane Elizabeth, the Methane

Alison Victoria, the Methane Shirley Elisabeth and the Methane Heather Sally include only one component that is a fixed daily amount that decreases during any option period.

The hire rates for each of our ships may be reduced if the ship does not perform to certain of its specifications or if we breach our obligations under the charter.

Off-Hire

When a ship is “off-hire”—or not available for service—a time charterer generally is not required to pay the hire rate, and we remain responsible for all costs, including the cost of any LNG cargo lost as boil-off during such off-hire periods. Our time charters provide an annual allowance period for us to schedule preventative maintenance work on the ship. A ship generally will be deemed off-hire under our time charters if there is a specified time outside of the annual allowance period when the ship is not available for the charterer’s use due to, among other things, operational deficiencies (including the failure to maintain a certain guaranteed speed), drydocking for repairs, maintenance or inspection, equipment breakdowns, deficiency of personnel or neglect of duty by the ship’s officers or crew, deviation from course, or delays due to accidents, quarantines, ship detentions or similar problems.

All ships are drydocked at least once every five years as required by the ship’s classification society for a special survey. Ships are considered to be off-hire under our time charters during such periods.

Ship Management and Maintenance

Under our time charters, we are responsible for the technical management of our ships, including engagement and provision of qualified crews, employment of armed guards for transport in certain high-risk areas, maintaining the ship, arranging supply of stores and equipment, cleaning and painting and ensuring compliance with applicable regulations, including licensing and certification requirements, as well as for drydocking expenses. We provide these management services through technical management agreements with GasLog LNG Services, a wholly owned subsidiary of GasLog. See “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Ship Management Agreements”.

Termination and Cancellation

Under our existing time charters, each party has certain termination rights which include, among other things, the automatic termination of a charter upon loss of the relevant ship. Either party may elect to terminate a charter upon the occurrence of specified defaults or upon the outbreak of war or hostilities involving two or more major nations, such as the United States or the People’s Republic of China, if such war or hostilities materially and adversely affect the trading of the ship for a period of at least 30 days. In addition, charterers have the option to terminate a charter if the relevant ship is off-hire for any reason other than scheduled drydocking for a period exceeding 90 consecutive days, or for more than 90 days, in any one-year period.

Competition

We operate in markets that are highly competitive and based primarily on supply and demand. Generally, competition for LNG time charters is based primarily on price, ship availability, size, age, technical specifications and condition, LNG shipping experience, quality and efficiency of ship operations, shipping industry relationships and reputation for customer service, and technical ability and reputation for operation of highly specialized ships. In addition, in the future our ships may operate in the more volatile emerging spot market that covers short-term charters of one year or less.

Although we believe that we are one of the few independent owners that focus primarily on newly-built, technically advanced LNG carriers, other independent shipping companies also own and operate, and in some cases manage, LNG carriers and have new ships under construction. There are

other ship owners and managers who may also attempt to participate in the LNG market in the future.

In addition to independent owners, some of the major oil and gas producers own LNG carriers, and in the recent past they have contracted for the construction of new LNG carriers. National gas and shipping companies also have large fleets of LNG carriers that have expanded and may continue to expand. Some of these companies may compete with independent owners by using their fleets to carry LNG for third parties.

Seagoing and Shore-Based Employees

We do not directly employ any on-shore employees, other than our Executive Chairman, or any seagoing employees. The services of our executive officers and other employees are provided pursuant to the administrative services agreement, under which we pay an annual fee. As of December 31, 2015, GasLog employed (directly and through ship managers) approximately 1,214 seafaring staff who serve on GasLog’s owned and managed vessels (including our fleet) as well as 162 shore-based staff. GasLog and its affiliates may employ additional staff to assist us as we grow. GasLog, through certain of its subsidiaries, provides onshore advisory, commercial, technical and operational support to our operating subsidiaries pursuant to the amended ship management agreements, subject to any alternative arrangements made with the applicable charterer. See “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Ship Management Agreements”.

LNG marine transportation is a specialized area requiring technically skilled officers and personnel with specialized training. We and GasLog regard attracting and retaining motivated, well-qualified seagoing and shore-based personnel as a top priority, and GasLog offers its people competitive compensation packages. As a result, GasLog has historically enjoyed high retention rates. In 2015, GasLog’s retention rate was 96% for senior seagoing officers, 98% for other seagoing officers and 96% for shore staff.

Although GasLog has historically experienced high employee retention rates, the demand for technically skilled officers and crews to serve on LNG carriers has been increasing as the global fleet of LNG carriers continues to grow. This increased demand has and may continue to put inflationary cost pressure on ensuring qualified and well trained crew are available to GasLog. However, we and GasLog expect that the impact of cost increases would be mitigated to some extent by certain provisions in our time charters, including automatic periodic adjustment provisions and cost review provisions.

Classification, Inspection and Maintenance

Every large, commercial seagoing ship must be “classed” by a classification society. The classification society certifies that the ship is “in class”, signifying that the ship has been built and subsequently maintained in accordance with the rules of the classification society and complies with applicable rules and regulations of the ship’s country of registry and the international conventions of which that country is a member. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned. The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.

To ensure each ship is maintained in accordance with classification society standards and for maintenance of the class certificate, regular and extraordinary surveys of hull and machinery, including the electrical plant, and any special equipment classed are required to be performed periodically. Surveys are based on a five-year cycle that consists of annual surveys, intermediate surveys that are typically completed between the second and third years of every five-year cycle, and comprehensive special surveys (also known as class renewal surveys) that are completed at each fifth anniversary of the ship’s delivery.

All areas subject to surveys as defined by the classification society are required to be surveyed at least once per five-year class cycle, unless shorter intervals between surveys are otherwise prescribed. All ships are also required to be drydocked at least once during every five-year class cycle for inspection of their underwater parts and for repairs related to inspections. If any defects are found, the classification surveyor will issue a “recommendation” which must be rectified by the ship owner within prescribed time limits. We intend to drydock our ships at five-year intervals that coincide with the completion of the ship’s special surveys. We expect that the drydocking schedule for the vessels for which we have options to acquire under the omnibus agreement will, for the foreseeable future, be the same as the schedule for our fleet.

Most insurance underwriters make it a condition for insurance coverage that a ship be certified as “in class” by a classification society that is a member of the International Association of Classification Societies. The vessels in our fleet are each certified by the American Bureau of Shipping, or “ABS”. Each ship has been awarded International Safety Management (“ISM”) certification and is currently “in class”.

The following table lists the years in which we expect to carry out the next or initial drydockings and special surveys for our fleet:


Ship Name		Drydocking and Special Survey
Methane Rita Andrea		2016
Methane Jane Elizabeth		2016
GasLog Shanghai		2018
GasLog Santiago		2018
GasLog Sydney		2018
Methane Alison Victoria		2020
Methane Shirley Elisabeth		2020
Methane Heather Sally		2020

Risk of Loss, Insurance and Risk Management

The operation of any ship has inherent risks. These risks include mechanical failure, personal injury, collision, property loss or damage, ship or cargo loss or damage and business interruption due to a number of reasons, including mechanical failure, political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including explosion, spills and other environmental mishaps, and the liabilities arising from owning and operating ships in international trade.

We maintain hull and machinery insurance on all our ships against marine and war risks in amounts that we believe to be prudent to cover such risks. In addition, we maintain protection and indemnity insurance on all our ships up to the maximum insurable limit available at any given time. The insurance coverage is described in more detail below. While we believe that our insurance coverage will be adequate, not all risks can be insured, and there can be no guarantee that we will always be able to obtain adequate insurance coverage at reasonable rates or at all, or that any specific claim we may make under our insurance coverage will be paid.

Hull & Machinery Marine Risks Insurance and Hull & Machinery War Risks Insurance

We maintain hull and machinery marine risks insurance and hull and machinery war risks insurance on our ships, which cover loss of or damage to a ship due to marine perils such as collisions, fire or lightning, and the loss of or damage to a ship due to war perils such as acts of war, terrorism or piracy. Each of our ships is insured under these policies for a total amount that exceeds what we believe to be its fair market value. We also maintain hull disbursements and increased value insurance policies covering each of our ships, which provide additional coverage in the event of the total or constructive loss of a ship. Our marine risks insurance policies contain deductible amounts for which we will be responsible, but there are no deductible amounts under our war risks policies or our total loss policies.

Loss of Hire Insurance

We have obtained loss of hire insurance to protect us against loss of income as a result of the ship being off-hire or otherwise suffering a loss of operational time for events falling under the terms of our hull and machinery/war insurance. Under our loss of hire policy, our insurer will pay us the hire rate agreed in respect of each ship for each day, in excess of a certain number of deductible days, for the time that the ship is out of service as a result of damage, for a maximum of 180 days. The number of deductible days for the ships in our fleet is 14 days per ship.

Additionally, we buy piracy loss of hire and kidnap and ransom insurance when our ships are ordered to sail through the Indian Ocean to insure against potential losses relating to the hijacking of a ship and its crew by pirates.

Protection and Indemnity Insurance

Protection and indemnity insurance is typically provided by a protection and indemnity association, or “P&I association”, and covers third-party liability, crew liability and other related expenses resulting from injury to or death of crew, passengers and other third parties, loss of or damage to cargo, third-party claims arising from collisions with other ships (to the extent not recovered by the hull and machinery policies), damage to other third-party property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreck removal.

Our protection and indemnity insurance covering our ships is provided by a P&I association that is a member of the International Group of Protection and Indemnity Clubs, or “International Group”. The thirteen P&I associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. Insurance provided by a P&I association is a form of mutual indemnity insurance.

Our protection and indemnity insurance is currently subject to limits of $3 billion per ship per event in respect of liability to passengers and seamen, $2 billion per ship per event in respect of liability to passengers, and $1 billion per ship per event in respect of liability for oil pollution.

As a member of a P&I association, we will be subject to calls payable to the P&I association based on the International Group’s claim records as well as the claim records of all other members of the P&I association of which we are a member.

Safety Performance

GasLog provides intensive onboard training for its officers and crews to instill a culture of the highest operational and safety standards. During 2015, GasLog’s fleet experienced three lost time injuries and three first aid cases.

Permits and Authorizations

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, financial assurances and certificates with respect to our ships. The kinds of permits, licenses, financial assurances and certificates required will depend upon several factors, including the waters in which the ship operates, the nationality of the ship’s crew and the age of the ship. We have obtained all permits, licenses, financial assurances and certificates currently required to operate our ships. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of our doing business.

Environmental and Other Regulation

The carriage, handling, storage and regasification of LNG are subject to extensive laws and regulations relating to the protection of the environment, health and safety and other matters. These laws and regulations include international conventions and national, state and local laws and regulations in the countries where our ships now or in the future will operate, or where our ships

are registered. Compliance with these laws and regulations may entail significant expenses and may impact the resale value or useful lives of our ships. Our ships may be subject to both scheduled and unscheduled inspections by a variety of governmental, quasi-governmental and private organizations, including the local port authorities, national authorities, harbor masters or equivalent, classification societies, flag state administrations (countries of registry) and charterers. Our failure to maintain permits, licenses, certificates or other authorizations required by some of these entities could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our ships or lead to the invalidation or our insurance coverage reduction.

We believe that our ships are operated in material compliance with applicable environmental laws and regulations and that our ships in operation have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. In fact, each of our ships have received an ENVIRO, an ENVIRO+ or a CLEAN notation from our classification societies, which denote compliance with their published guidelines concerning stringent criteria for environmental protection related to design characteristics, management and support systems, sea discharges and air emissions. Because environmental laws and regulations are frequently changed and may impose increasingly stricter requirements, however, it is difficult to accurately predict the ultimate cost of complying with these requirements or the impact of these requirements on the resale value or useful lives of our ships. Moreover, additional legislation or regulation applicable to the operation of our ships that may be implemented in the future, such as in response to a serious marine incident like the 2010 Deepwater Horizon oil spill in the Gulf of Mexico, could negatively affect our profitability.

International Maritime Regulations

The IMO, the United Nations agency for maritime safety and the prevention of pollution by ships, has adopted several international conventions that regulate the international shipping industry, including the SOLAS Convention, the International Convention on Civil Liability for Oil Pollution Damage, the International Convention on Civil Liability for Bunker Oil Pollution Damage, and the MARPOL Convention. Ships that transport gas, including LNG carriers, are also subject to regulations under amendments to SOLAS implementing the International Code for Construction and Equipment of Ships Carrying Liquefied Gases in Bulk, or the “IGC Code”, and the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or the “ISM Code”. The ISM code requires, among other things, that the party with operational control of a ship develop an extensive safety management system, including the adoption of a policy for safety and environmental protection setting forth instructions and procedures for operating its ships safely and also describing procedures for responding to emergencies. We rely on GasLog LNG Services for developing a safety management system for our ships that meets these requirements. The IGC Code prescribes design and construction standards for ships involved in the transport of gas. Compliance with the IGC Code must be evidenced by a Certificate of Fitness for the Carriage of Liquefied Gases of Bulk. Each of our ships is in compliance with the IGC Code. Non-compliance with the IGC Code or other applicable IMO regulations may subject a ship owner or a bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected ships and may result in the denial of access to, or detention in, some ports.

The MARPOL Convention establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions, handling and disposal of noxious liquids and the handling of harmful substances in packaged form. In September 1997, the IMO adopted Annex VI to MARPOL to address air pollution from ships. Annex VI came into force on May 19, 2005. It sets limits on sulfur oxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions. Annex VI has been ratified by many, but not all, IMO member states. In October 2008, the Marine Environment Protection Committee, or “MEPC”, of the IMO approved amendments to Annex VI regarding particulate matter, nitrogen oxide and sulfur oxide emissions standards. These amendments became effective in July 2010. These requirements establish a series of progressive standards to further limit the sulfur content in fuel oil, which are being phased in between 2012 and 2020, and by establishing new tiers of nitrogen oxide emission

standards for new marine diesel engines, depending on their date of installation. Additionally, more stringent emission standards could apply in coastal areas designated as Emission Control Areas, or “ECAs”. For example, “Tier III” emission standards apply in North American and U.S. Caribbean Sea ECAs to all marine diesel engines installed on a ship constructed after January 1, 2016. The European Union Directive 2005/EC/33, which became effective on January 1, 2010, parallels Annex VI and requires ships to use reduced sulfur content fuel for their main and auxiliary engines. Our fleet complies with the relevant legislation and has the relevant certificates, including certificates evidencing compliance with Annex VI of the MARPOL Convention.

Although the United States is not a party, many countries have ratified the International Convention on Civil Liability for Oil Pollution Damage, 1969, as amended, or the “CLC”. Under this convention, a ship’s registered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject under certain circumstances to certain defenses and limitations. Ships carrying more than 2,000 gross tons of oil, and trading to states that are parties to this convention, must maintain evidence of insurance in an amount covering the liability of the owner. In jurisdictions where the CLC has not been adopted, various legislative schemes or common law impose liability either on the basis of fault or in a manner similar to the CLC. P&I Clubs in the International Group issue the required Bunker Convention (defined below) “Blue Cards” to provide evidence that there is in place insurance meeting the liability requirements. Where applicable, all of our vessels have received “Blue Cards” from their P&I Club and are in possession of a CLC State-issued certificate attesting that the required insurance coverage is in force.

The IMO also has adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the “Bunker Convention”, which imposes liability on ship owners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel and requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime. We maintain insurance in respect of our ships that satisfies these requirements.

Non-compliance with the ISM Code or with other IMO regulations may subject a ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected ships and may result in the denial of access to, or detention in, some ports, including United States and European Union ports.

United States

Oil Pollution Act and CERCLA

Because our ships could trade with the United States or its territories or possessions and/or operate in U.S. waters, our operations could be impacted by OPA, which establishes an extensive regulatory and liability regime for environmental protection and cleanup of oil spills, and the Comprehensive Environmental Response, Compensation and Liability Act, or “CERCLA”, which imposes liability on owners and operators of ships for cleanup and natural resource damage from the release of hazardous substances (other than oil). Under OPA, ship owners, operators and bareboat charterers are responsible parties who are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from oil spills from their ships. OPA currently limits the liability of responsible parties with respect to ships over 3,000 gross tons to the greater of $2,000 per gross ton or $17,088,000 per double hull ship and permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries. Some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for ships carrying a hazardous substance as cargo and the greater of $300 per gross ton or $0.5 million for any other ship.

These limits of liability do not apply under certain circumstances, however, such as where the incident is caused by violation of applicable U.S. federal safety, construction or operating

regulations, or by the responsible party’s gross negligence or willful misconduct. In addition, a marine incident that results in significant damage to the environment, such as the Deepwater Horizon oil spill, could result in amendments to these limitations or other regulatory changes in the future. We maintain the maximum pollution liability coverage amount of $1 billion per incident for our ships. We also believe that we will be in substantial compliance with OPA, CERCLA and all applicable state regulations in the ports where our ships will call.

OPA also requires owners and operators of ships to establish and maintain with the National Pollution Fund Center of the U.S. Coast Guard evidence of financial responsibility sufficient to meet the limit of their potential strict liability under the act. Such financial responsibility can be demonstrated by providing a guarantee from an appropriate guarantor, who can release the required guarantee to the National Pollution Fund Center against payment of the requested premium. We have purchased such a guarantee in order to provide evidence of financial responsibility and have received the mandatory certificates of financial responsibility from the U.S. Coast Guard in respect of each of the vessels included in our fleet. We intend to obtain such certificates in the future for each of our vessels, if required to have them.

Clean Water Act

The U.S. Clean Water Act of 1972, or “CWA”, prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. Furthermore, most U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law.

The United States Environmental Protection Agency, or “EPA”, has enacted rules requiring ballast water discharges and other discharges incidental to the normal operation of certain ships within United States waters to be authorized under the Ship General Permit for Discharges Incidental to the Normal Operation of Ships, or the “VGP”. To be covered by the VGP, owners of certain ships must submit a Notice of Intent, or “NOI”, at least 30 days before the ship operates in United States waters. Compliance with the VGP could require the installation of equipment on our ships to treat ballast water before it is discharged or the implementation of other disposal arrangements, and/or otherwise restrict our ships from entering United States waters. In March 2013, the EPA published a new VGP that includes numeric effluent limits for ballast water expressed as the maximum concentration of living organisms in ballast water. The VGP also imposes a variety of changes for non-ballast water discharges including more stringent Best Management Practices for discharges of oil-to-sea interfaces in an effort to reduce the toxicity of oil leaked into U.S. waters. We have submitted NOIs for our fleet and intend to submit NOIs for our ships in the future, where required, and do not believe that the costs associated with obtaining and complying with the VGP will have a material impact on our operations.

Clean Air Act

The U.S. Clean Air Act of 1970, as amended by the Clean Air Act Amendments of 1977 and 1990, or the “CAA”, requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our ships may be subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas and emission standards for so-called “Category 3” marine diesel engines operating in U.S. waters. The marine diesel engine emission standards are currently limited to new engines beginning with the 2004 model year. On April 30, 2010, the EPA adopted final emission standards for Category 3 marine diesel engines equivalent to those adopted in the amendments to Annex VI to MARPOL.

The CAA also requires states to adopt State Implementation Plans, or “SIPs”, designed to attain national health-based air quality standards in primarily major metropolitan and/or industrial

areas. Several SIPs regulate emissions resulting from ship loading and unloading operations by requiring the installation of vapor control equipment. The MEPC has designated as an ECA the area extending 200 miles from the territorial sea baseline adjacent to the Atlantic/Gulf and Pacific coasts and the eight main Hawaiian Islands and the Baltic Sea, North Sea and Caribbean Sea, under the Annex VI amendments. Fuel used by vessels operating in the ECA cannot exceed 0.1% sulfur. As of January 1, 2016, NOx after-treatment requirements will also apply. Our vessels can store and burn low-sulfur fuel oil or alternatively burn natural gas which contains no sulfur. Additionally, burning natural gas will ensure compliance with IMO Tier III NOx emission limitations without the need for after-treatment. Charterers must supply compliant fuel for the vessels before ordering vessels to trade in areas where restrictions apply. As a result, we do not expect such restrictions to have a materially adverse impact on our operations or costs.

Other Environmental Initiatives

U.S. Coast Guard regulations adopted under the U.S. National Invasive Species Act, or “NISA”, impose mandatory ballast water management practices for all ships equipped with ballast water tanks entering U.S. waters, which could require the installation of equipment on our ships to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures, and/or otherwise restrict our ships from entering U.S. waters. In June 2012, the U.S. Coast Guard rule establishing standards for the allowable concentration of living organisms in ballast water discharged in U.S. waters and requiring the phase-in of Coast Guard approved ballast water management systems, or “BWMS”, became effective. The rule requires installation of Coast Guard approved BWMS by new vessels constructed on or after December 1, 2013 and existing vessels as of their first drydocking after January 1, 2016. Several states have adopted legislation and regulations relating to the permitting and management of ballast water discharges.

At the international level, the IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments in February 2004, or the “BWM Convention”. The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits. The BWM Convention will not enter into force until 12 months after it has been adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world’s merchant shipping. As of December 21, 2015, the date of the most recent related IMO report, 47 countries had ratified the convention; however, the requirement for parties to hold at least 35% of the world’s shipping tonnage had yet to be confirmed. The IMO’s Marine Environment Protection Committee passed a resolution in March 2010 encouraging the ratification of the Convention and calling upon those countries that have already ratified to encourage the installation of ballast water management systems. While we believe that the vessels in our fleet comply with existing requirements, when these new ballast water treatment requirements are instituted, the cost of compliance could increase for ocean carriers. It is difficult to accurately predict the overall impact of such a requirement on our operations.

Our vessels may also become subject to the International Convention on Liability and Compensation for Damage in Connection with the Carriage of Hazardous and Noxious Substances by Sea, 1996 as amended by the Protocol to the HNS Convention, adopted in April 2010, or “HNS Convention”, if it is entered into force. The HNS Convention creates a regime of liability and compensation for damage from hazardous and noxious substances, or “HNS”, including a two-tier system of compensation composed of compulsory insurance taken out by shipowners and an HNS Fund which comes into play when the insurance is insufficient to satisfy a claim or does not cover the incident. To date, the HNS Convention has not been ratified by a sufficient number of countries to enter into force.

Greenhouse Gas Regulations

The MEPC of IMO adopted two new sets of mandatory requirements to address greenhouse gas emissions from ships at its July 2011 meeting. The Energy Efficiency Design Index requires a

minimum energy efficiency level per capacity mile and is applicable to new vessels, and the Ship Energy Efficiency Management Plan is applicable to currently operating vessels. The requirements, which entered into force in January 2013, were fully implemented by GasLog as of December 2012 and have been implemented by the Partnership as well. The IMO is also considering the development of a market-based mechanism for greenhouse gas emissions from ships, but it is impossible to predict the likelihood that such a standard might be adopted or its potential impact on our operations at this time.

The European Union has indicated that it intends to propose an expansion of the existing European Union emissions trading scheme to include emissions of greenhouse gases from marine ships. In the United States, the EPA has issued a finding that greenhouse gases endanger the public health and safety and has adopted regulations under the CAA to limit greenhouse gas emissions from certain mobile sources and large stationary sources. Although the mobile source emissions do not apply to greenhouse gas emissions from ships, the EPA is considering a petition from the California Attorney General and environmental groups to regulate greenhouse gas emissions from ocean-going ships. Any passage of climate control legislation or other regulatory initiatives by the IMO, the European Union, the United States or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol, that restrict emissions of greenhouse gases could require us to make significant expenditures that we cannot predict with certainty at this time.

We believe that LNG carriers, which have the inherent ability to burn natural gas to power the ship, and in particular LNG carriers like ours that utilize fuel-efficient diesel electric propulsion, can be considered among the cleanest of large ships in terms of emissions.

Ship Security Regulations

A number of initiatives have been introduced in recent years intended to enhance ship security. On November 25, 2002, the Maritime Transportation Security Act of 2002, or “MTSA”, was signed into law. To implement certain portions of the MTSA, the U.S. Coast Guard issued regulations in July 2003 requiring the implementation of certain security requirements aboard ships operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. This new chapter came into effect in July 2004 and imposes various detailed security obligations on ships and port authorities, most of which are contained in the newly created International Ship and Port Facilities Security Code, or “ISPS Code”. Among the various requirements are:

•

on-board installation of automatic information systems to enhance ship-to-ship and ship-to-shore communications;

•

on-board installation of ship security alert systems;

•

the development of ship security plans; and

•

compliance with flag state security certification requirements.

The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. ships from MTSA ship security measures, provided such ships have on board a valid “International Ship Security Certificate” that attests to the ship’s compliance with SOLAS security requirements and the ISPS Code. We have implemented the various security measures required by the IMO, SOLAS and the ISPS Code and have approved ISPS certificates and plans certified by the applicable flag state on board all our ships.

Legal Proceedings

injury claims. We expect that these claims would be covered by insurance, subject to customary deductibles. However, those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.

Taxation of the Partnership

Marshall Islands

Because we and our subsidiaries do not and will not conduct business or operations in the Republic of the Marshall Islands, neither we nor our subsidiaries will be subject to income, capital gains, profits or other taxation under current Marshall Islands law, and we do not expect this to change in the future. As a result, distributions we receive from the operating subsidiaries are not expected to be subject to Marshall Islands taxation.

United States

The following discussion is based on the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the U.S. Department of the Treasury, all of which are subject to change, possibly with retroactive effect. This discussion does not address any U.S. state or local taxes. You are encouraged to consult your own tax advisor regarding the particular U.S. federal, state and local and foreign income and other tax consequences of acquiring, owning and disposing of our common units that may be applicable to you.

In General

We have elected to be treated as a corporation for U.S. federal income tax purposes. As such, except as provided below, we will be subject to U.S. federal income tax on our income to the extent such income is from U.S. sources or is otherwise effectively connected with the conduct of a trade or business in the United States.

U.S. Taxation of Our Subsidiaries

Our subsidiaries have elected (or are in the process of electing) to be treated as disregarded entities for U.S. federal income tax purposes. As a result, for purposes of the discussion below, our subsidiaries are treated (or will be treated) as branches rather than as separate corporations.

U.S. Taxation of Shipping Income

We expect that substantially all of our gross income will be attributable to income derived from the transportation of LNG pursuant to the operation of our LNG carriers. Gross income attributable to transportation exclusively between non-U.S. ports is considered to be 100% derived from sources outside the United States and generally not subject to any U.S. federal income tax. Gross income attributable to transportation that both begins and ends in the United States, or “U.S. Source Domestic Transportation Income”, is considered to be 100% derived from sources within the United States and generally will be subject to U.S. federal income tax. Although there can be no assurance, we do not expect to engage in transportation that gives rise to U.S. Source Domestic Transportation Income.

Gross income attributable to transportation, including shipping income, that either begins or ends, but that does not both begin and end, in the United States is considered to be 50% derived from sources within the United States (such 50% being “U.S. Source International Transportation Income”). Subject to the discussion of “effectively connected” income below, Section 887 of the Code would impose on us a 4% U.S. income tax in respect of our U.S. Source International Transportation Income (without the allowance for deductions) unless we are exempt from U.S. federal income tax on such income under the rules contained in Section 883 of the Code. The other 50% of the income described in the first sentence of this paragraph would not be subject to U.S. income tax.

For this purpose, “shipping income” means income that is derived from:

(i) the use of ships;

(ii) the hiring or leasing of ships for use on a time, operating or bareboat charter basis;

(iii) the participation in a pool, partnership, strategic alliance, joint operating agreement or other joint venture we directly or indirectly own or participate in that generates such income; or

(iv) the performance of services directly related to those uses.

Under Section 883 of the Code and the regulations thereunder, we would be exempt from U.S. federal income tax on our U.S. Source International Transportation Income if:

(i)

we are organized in a foreign country (the “country of organization”) that grants an “equivalent exemption” to corporations organized in the United States with respect to the types of U.S. Source International Transportation Income that we may earn (an “Equivalent Exemption”);

(ii)

we satisfy the Publicly-Traded Test (as described below) or the 50% Ownership Test (as described below); and

(iii)

we meet certain substantiation, reporting and other requirements.

In order for a foreign corporation to meet the Publicly-Traded Test, its equity interests must be “primarily traded” and “regularly traded” on an established securities market in the United States or in a foreign jurisdiction that grants an Equivalent Exemption. The Treasury regulations under Section 883 of the Code provide, in pertinent part, that equity of a foreign corporation will be considered to be “primarily traded” on an established securities market in a country if, with respect to the class or classes of equity relied upon to meet the “regularly traded” requirement described below, the number of units of such class of equity that is traded during any tax year on all established securities markets in that country exceeds the number of equity interests in each such class that is traded during that year on established securities markets in any other single country. Our common units are the sole class of our equity that is traded, and such class is “primarily traded” on the NYSE, which is an established securities market for these purposes.

The Publicly-Traded Test also requires equity interests in a foreign corporation to be “regularly traded” on an established securities market. The Treasury regulations under Section 883 of the Code provide that equity interests in a foreign corporation are considered to be “regularly traded” on an established securities market if one or more classes of such equity interests that, in the aggregate, represent more than 50% of the combined vote and value of all outstanding equity interests in the foreign corporation satisfy certain listing and trading volume requirements. These listing and trading volume requirements will be satisfied with respect to a class of equity interests if (i) such equity interests are traded on the market, other than in minimal quantities, on at least 60 days during the tax year (or 1/6 of the days in a short tax year) and (ii) the aggregate number of equity interests in such class traded on such market during the tax year is at least 10% of the average number of equity interests outstanding in that class during such year (as appropriately adjusted in the case of a short tax year), provided, that if a class of equity interests is traded on an established securities market in the United States and is regularly quoted by dealers making a market in such equity interests then tests (i) and (ii) will be deemed satisfied.

Notwithstanding the foregoing, a class of equity interests may fail the regularly traded test if, for more than half the number of days during the tax year, persons who each own, either actually or constructively under certain attribution rules, 5% or more of the vote and value of the outstanding shares of the class of equity interests, or “5% Unitholders”, own in the aggregate 50% or more of the vote and value of the class of equity interests (which is referred to as the “Closely Held Block Exception”). The Closely Held Block Exception does not apply, however, if the foreign corporation can establish that a sufficient proportion of such 5% Unitholders are Qualified Shareholders (as defined below) so as to preclude the non-qualified 5% Unitholders from owning 50% or more of the total value of the class of equity interests for more than half the number of days during the tax year. If 50% or more of the vote and value of a class of equity interests is owned, in the aggregate, by 5% Unitholders, then a sufficient number of 5% Unitholders must verify that they are Qualified

Shareholders by providing certain information to the foreign corporation, including information about their countries of residence for tax purposes and their actual and/or constructive ownership of such equity interests.

As an alternative to satisfying the Publicly-Traded Test, a foreign corporation may qualify for an exemption under Section 883 of the Code by satisfying the 50% Ownership Test. A corporation generally will satisfy the 50% Ownership Test if more than 50% of the value of its outstanding equity interests is owned, or treated as owned after applying certain attribution rules, for at least half the number of days in the tax year by individual residents of jurisdictions that grant an Equivalent Exemption, foreign corporations organized in jurisdictions that grant an Equivalent Exemption and that meet the Publicly-Traded Test, or certain other qualified persons described in the Treasury regulations under Section 883 (which are referred to collectively as “Qualified Shareholders”).

The Marshall Islands, the jurisdiction in which we are organized, grants an Equivalent Exemption with respect to the type of U.S. Source International Transportation Income we expect to earn. Therefore, we would be eligible for the exemption under Section 883 of the Code if we were to satisfy either the Publicly-Traded Test or the 50% Ownership Test and we satisfy certain substantiation, reporting or other requirements.

Following the completion of our follow-on public offering in September 2014, GasLog no longer held more than 50% of the value of our equity. As a result, for tax years after 2014, we no longer qualified for the 50% Ownership Test by virtue of GasLog’s ownership of our equity, even if GasLog itself qualifies under Section 883. Moreover, we will not qualify under the Publicly-Traded Test so long as our common unitholders have the right to elect only a minority of our directors. Therefore, we do not expect to qualify for the exemption from U.S. federal income tax under Section 883 during the 2016 tax year, unless our general partner exercises the “GasLog option” described below. For 2015, the accrued U.S. source gross transportation tax was $0.01 million.

Our general partner, which is a wholly owned subsidiary of GasLog, by virtue of its general partner interest, has an option (the “GasLog option”), exercisable at its discretion, to cause our common unitholders to permanently have the right to elect a majority of our directors. If that option is exercised, our common units would then be considered to have more than 50% of the voting power of all our equity. Our common units would then be considered to be “regularly traded” on an established securities market if they represented more than 50% of the value of all our equity and the listing and trading conditions described above are satisfied. Based upon our expected cash flow and distributions on our outstanding equity units, we expect that the common units will represent more than 50% of the value of our equity, and we expect that we will also satisfy the listing and trading requirements. However, we cannot assure you this will be the case. If these conditions are satisfied, and except as provided below, we would satisfy the Publicly-Traded Test unless the “Closely Held Block” exception to that test was applicable. If GasLog at that time satisfies the Publicly Traded Test, it would be a Qualified Shareholder of ours, to the extent it continued to own our common units, in determining whether the Closely Held Block Exception to the Publicly Traded Test applied.

In addition, our partnership agreement provides that any person or group (including GasLog) that beneficially owns more than 4.9% of any class of our units then outstanding generally will be treated as owning only 4.9% of such units for purposes of voting for directors. We cannot assure you that this limitation will be effective to eliminate the possibility that we will have any 5% Unitholders for purposes of the Closely Held Block Exception.

However, assuming this limitation is effective, we anticipate that, in the event that GasLog exercises the GasLog option, we will be able to satisfy the Publicly-Traded Test if our common units represent more than half the value of our equity.

However, we cannot assure you that we will be able to satisfy the Publicly-Traded Test in future years. There is no assurance that GasLog will exercise the GasLog option, which is necessary for us to satisfy the Publicly-Traded Test. Moreover, we cannot assure you that GasLog’s exercise of the GasLog option will be sufficient for us to satisfy the Publicly-Traded Test. In particular, we may not be able to satisfy the Publicly-Traded Test in the tax year during which GasLog exercises the

GasLog option, because it is not clear if the Publicly-Traded Test must be satisfied on each day during the tax year and whether the exercise of the option would be considered effective immediately or only at the time of the unitholder meeting following exercise of the option. In addition, if an increase in the value of our incentive distribution rights causes our common units to fail the 50% value test, we will fail to satisfy the Publicly-Traded Test even if the option is exercised. Moreover, because we are in legal form a partnership, it is possible that the IRS would assert that our common units do not meet the “regularly traded” test. Furthermore, our board of directors could determine that it is in our best interests to take an action that would result in our not being able to satisfy the Publicly-Traded Test in the future. Should any of the requirements described above fail to be satisfied, we may not be able to satisfy the Publicly-Traded Test.

For any tax year in which we are not entitled to the exemption under Section 883, we would be subject to the 4% U.S. federal income tax under Section 887 on our U.S. Source International Transportation Income (subject to the discussion of “effectively connected income” below) for those years. In addition, our U.S. Source International Transportation Income that is considered to be “effectively connected” with the conduct of a U.S. trade or business is subject to the U.S. corporate income tax currently imposed at rates of up to 35% (net of applicable deductions). In addition, we may be subject to the 30% U.S. “branch profits” tax on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of our U.S. trade or business.

Our U.S. Source International Transportation Income would be considered effectively connected with the conduct of a U.S. trade or business only if:

(i)

we had, or were considered to have, a fixed place of business in the United States involved in the earning of U.S. source gross transportation income; and

(ii)

substantially all of our U.S. source gross transportation income was attributable to regularly scheduled transportation, such as the operation of a ship that followed a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.

We believe that we will not meet these conditions because we will not have, or permit circumstances that would result in having, such a fixed place of business in the United States or any ship sailing to or from the United States on a regularly scheduled basis.

Taxation of Gain on Sale of Shipping Assets

Regardless of whether we qualify for the exemption under Section 883 of the Code, we will not be subject to U.S. income taxation with respect to gain realized on a sale of a ship, provided the sale is considered to occur outside of the United States (as determined under U.S. tax principles). In general, a sale of a ship will be considered to occur outside of the United States for this purpose if title to the ship (and risk of loss with respect to the ship) passes to the buyer outside of the United States. We expect that any sale of a ship will be so structured that it will be considered to occur outside of the United States.

Other Jurisdictions and Additional Information

For additional information regarding the taxation of our subsidiaries, see Note 21 to our audited combined and consolidated financial statements included elsewhere in this annual report.

C. Organizational Structure

GasLog Partners is a publicly traded limited partnership formed in the Marshall Islands on January 23, 2014. The diagram below depicts our simplified organizational and ownership structure.

As of February 11, 2016, we have nine subsidiaries, one is incorporated in the Marshall Islands and eight are incorporated in Bermuda. Of our subsidiaries, eight own vessels in our fleet. Our subsidiaries are wholly owned by us. A list of our subsidiaries is set forth in Exhibit 8.1 to this annual report.

D. Property, Plant and Equipment

Other than our ships, we do not own any material property. Our vessels are subject to priority mortgages, which secure our obligations under our various credit facilities. For information on our vessels, see “Item 4. Information on the Partnership—B. Business Overview—Our Fleet”. For further details regarding our credit facilities, refer to “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities”.

ITEM 4.A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this annual report. This discussion includes forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report, our actual results may differ materially from those anticipated in these forward-looking statements. Please see the section “Forward-Looking Statements” at the beginning of this annual report.

Prior to the closing of the IPO, we did not own any vessels. Our IFRS Common Control Reported Results represent the results of GasLog Partners as an entity under the common control of GasLog. The following discussion assumes that our business was operated as a separate entity prior to its inception. The transfer of the three initial vessels from GasLog to the Partnership at the time of the IPO,the transfer of two vessels from GasLog to the Partnership in September 2014 and the transfer of three vessels from GasLog to the partnership in July 2015 were each accounted for as a reorganization of entities under common control under IFRS. Accordingly, the annual combined and consolidated financial statements and the accompanying discussion under “Results of Operations” include the accounts of the Partnership and its subsidiaries assuming that they are consolidated from the date of their incorporation by GasLog, as they were under the common control of GasLog.

For the periods prior to the closing of the IPO, our financial position, results of operations and cash flows reflected in our financial statements include all expenses allocable to our business, but may not be indicative of those that would have been incurred had we operated as a separate public entity for all years presented or of future results.

We manage our business and analyze and report our results of operations in a single segment.

Overview

We are a growth-oriented limited partnership focused on owning, operating and acquiring LNG carriers engaged in LNG transportation under long-term charters, which we define as charters of five full years or more. Our fleet of eight LNG carriers, which have charter terms expiring through 2020, were contributed to us by, or acquired from, GasLog, which controls us through its ownership of our general partner.

Our fleet consists of eight LNG carriers, including three vessels with modern TFDE propulsion technology and five Steam vessels that operate under long-term charters with MSL. We also have options and other rights under which we may acquire additional LNG carriers from GasLog, as described below. We believe that such options and rights provide us with significant built-in growth opportunities. We may also acquire vessels from shipyards or other owners.

Items You Should Consider When Evaluating Our Historical Financial Performance and Assessing Our Future Prospects

Our result of operations, cash flows and financial conditions could differ from those that would have resulted if we operated autonomously or as an entity independent of GasLog in the years for which historical financial data is presented below, and such data may not be indicative of our future operating results or financial performance.

You should consider the following facts when evaluating our historical results of operations and assessing our future prospects:

•

The size of our fleet continues to change. Our historical results of operations, as reported under common control accounting, reflect changes in the size and composition of our fleet due to certain vessel deliveries. For example, each of the GasLog Shanghai , the GasLog Santiago and the GasLog Sydney were delivered from the shipyard during 2013, and the Methane Rita Andrea the Methane Jane Elizabeth, the Methane Alison Victoria, the Methane Shirley Elisabeth and the Methane Heather Sally were acquired by GasLog during 2014, and did not have any historical operations in GasLog prior to that time. In addition, pursuant to the omnibus agreement, (i) we have the option to purchase from GasLog nine additional LNG carriers at fair market value as determined in accordance with the provisions of the omnibus agreement, and (ii) GasLog will be required to offer to us for purchase at fair market value, as determined in accordance with the omnibus agreement, any LNG carrier with a cargo capacity greater than 75,000 cbm engaged in oceangoing LNG transportation that GasLog owns or acquires if charters are secured with committed terms of five full years or more. Furthermore, we may grow through the acquisition in the future of other vessels as part of our growth strategy.

•

Our future results of operations may be affected by fluctuations in currency exchange rates. All of the revenue generated from our fleet is denominated in U.S. dollars, and the majority of our expenses, including debt repayment obligations under our credit facilities and a portion of our administrative expenses, are denominated in U.S. dollars. However, a portion of the ship operating expenses, primarily crew wages of officers, and a large portion of our administrative expenses are denominated in euros. The composition of our vessel operating expenses may vary over time depending upon the location of future charters and/or the composition of our crews. All of our financing and interest expenses are also denominated in U.S. dollars. We anticipate that all of our future financing agreements will also be denominated in U.S. dollars.

•

Our historical results of operations reflect costs that are not necessarily indicative of future administrative costs. The aggregate fees and expenses payable for services under the administrative services agreement, commercial management agreements and ship management agreements for the year ended December 31, 2015 were $3.59 million, $2.34 million and $3.82 million, respectively. As these amounts include fees and expenses for the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally only since their acquisition from GasLog in July 2015, the fees and expenses payable pursuant to these agreements will likely be higher for future periods than reflected in our results of operations for the year ended December 31, 2015. Additionally, these fees and expenses will be payable without regard to our business, results of operations and financial condition. For a description of the administrative services agreement, commercial management agreements and ship management agreements, see “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions”.

Known Trends

As referenced in the Risk Factors above, in 2015, global crude oil prices were very volatile and fell significantly. Such decline in oil prices since 2014 has depressed natural gas prices and led to a narrowing of the gap in pricing in different geographic regions, which has adversely affected the length of voyages in the spot LNG shipping market and the spot rates and medium term charter rates for charters which commence in the near future. A continued decline in oil prices could adversely affect both the competitiveness of gas as a fuel for power generation and the market price of gas, to the extent that gas prices are benchmarked to the price of crude oil. Some production companies have announced delays or cancellations of certain previously announced LNG projects, which, unless offset by new projects coming on stream, could adversely affect demand for LNG charters over the next few years, while the amount of tonnage available for charter is expected to increase. Reduced demand for LNG or LNG shipping, or any reduction or limitation in LNG production capacity, could have a material adverse effect on our ability to secure future time charters at attractive rates and durations upon expiration or early termination of our current charter arrangements, for any ships for which we have not yet secured charters or for any new ships we acquire, which could harm our business, financial condition, results of operations and cash flows, including cash available for distribution to unitholders.

Our ships are currently all under multi-year contracts, the first of which does not expire until 2018 unless the charterer exercises its extension option. Unless LNG charter market conditions improve, we may have difficulty in securing renewed or new charters at attractive rates and durations on the ships when such multi-year charters expire. Such a failure could adversely affect our future liquidity and results of operations, as well as our ability to meet certain of our debt covenants. A sustained decline in charter rates could also adversely affect the market value of our ships, on which certain of the ratios and financial covenants we are required to comply with are based. However, in 2016, we expect projects coming onstream will add approximately 40 million tonnes (annualized) of new liquefaction capacity in both Australia and the US. In Australia, Australia Pacific Train 1 (4.5 million tonnes per annum (“mtpa”)) and Gladstone LNG (7.7 mtpa) have shipped their first cargoes in recent weeks and are expected to ramp up production through 2016. Other Australian projects due to start up in 2016 include Gorgon (15.6 mtpa), Australia Pacific Train 2 (4.5 mtpa), Prelude (3.6 mtpa) and Wheatstone (8.9 mtpa). The infrastructure for these projects has now largely been built and the majority of the volumes for these projects have already been sold.

Sabine Pass, one of five US projects under construction, is expected to export its first cargo in 2016. When construction is completed, Sabine Pass will have a total export capacity of 22.5 mtpa and will be the first US project to export LNG into the global market. The United States becoming an exporter of LNG is a welcome development for the LNG shipping sector as it creates new suppliers, new customers and new trade routes. The majority of US volumes have already been contracted with most expected to go into the Asian and European markets. This development will be positive for tonne mile demand as the US Gulf Coast to Asia voyage is approximately 9,000 nautical miles through the Panama Canal (which is not yet open to large LNG carriers). The same voyage around Cape Horn is approximately 13,000 nautical miles. From the U.S. Gulf Coast to northwest Europe, the distance is approximately 5,000 nautical miles. In 2014 and 2015, the average global LNG voyage was approximately 4,000 nautical miles, and therefore any voyage in excess of this distance will increase the global average distance and the need for LNG carriers.

Angola LNG (5.2 mtpa), which has been shut down for over a year for refurbishment and enhancements, is also due to restart in early 2016. Certain vessels that were chartered to Angola LNG have been operating in the spot market while the plant has been closed, and are expected to be put back into service for the project in 2016.

With the expected projects coming onstream, encouraging levels of tendering activity for vessels to transport increased LNG volumes is being noted. We continue to see a future shortfall of vessels that will be required for the Australian and US projects that have taken final investment decision and are currently under construction.

A. Operating Results

Factors Affecting Our Results of Operations

We believe the principal factors that will affect our future results of operations include:

•

the number and availability of our LNG carriers and the other twelve GasLog LNG carriers that are or that we expect will be in the future subject to charters with committed terms of five full years or more upon delivery, and our ability to acquire any of GasLog’s other existing or future LNG carriers with cargo capacities greater than 75,000 cbm engaged in oceangoing LNG transportation, to the extent that charters are secured on these vessels with committed terms of five full years or more;

•

our ability to maintain a good working relationship with our existing customers and our ability to increase the number of our customers through the development of new working relationships;

•

the performance of our charterer;

•

the supply and demand relationship for LNG shipping services;

•

our ability to successfully re-employ our ships at economically attractive rates;

•

the effective and efficient technical management of our ships;

•

our ability to obtain acceptable debt financing in respect of our capital commitments;

•

our ability to obtain and maintain regulatory approvals and to satisfy technical, health, safety and compliance standards that meet our customers’ requirements; and

•

economic, regulatory, political and governmental conditions that affect shipping and the LNG industry, which include changes in the number of new LNG importing countries and regions, as well as structural LNG market changes impacting LNG supply that may allow greater flexibility and competition of other energy sources with global LNG use.

In addition to the general factors discussed above, we believe certain specific factors have impacted, or will impact, our results of operations. These factors include:

•

the hire rate earned by our ships;

•

unscheduled off-hire days;

•

the level of our ship operating expenses, including crewing costs, insurance and maintenance costs;

•

our level of debt, the related interest expense and the timing of required payments of principal;

•

mark-to-market changes in interest rate swaps and foreign currency fluctuations; and

•

the level of our general and administrative expenses, including salaries and costs of consultants.

See “Item 3. Key Information—D. Risk Factors” for a discussion of certain risks inherent in our business.

Principal Components of Revenues and Expenses

Revenues

Our revenues are driven primarily by the number of LNG carriers in our fleet, the amount of daily charter hire that they earn under time charters and the number of operating days during which they generate revenues. These factors, in turn, are affected by our decisions relating to ship acquisitions and disposals, the amount of time that our ships spend in drydock undergoing repairs, maintenance and upgrade work, the age, condition and technical specifications of our ships, as well as the relative levels of supply and demand in the LNG carrier charter market. Under the terms of some of our time charter arrangements, the operating cost component of the daily hire rate is intended to correspond to the costs of operating the ship. Accordingly, we will receive additional

revenue under such time charters through an annual escalation of the operating cost component of the daily hire rate. We believe these adjustment provisions can provide substantial protection against significant cost increases. See “Item 4. Information on the Partnership—B. Business Overview—Ship Time Charters—Hire Rate Provisions” for a more detailed discussion of the hire rate provisions of our charter contracts.

Our LNG carriers are employed through time charter contracts. Revenues under our time charters are recognized when services are performed, revenue is earned and the collection of the revenue is reasonably assured. The charter hire revenue is recognized on a straight-line basis over the term of the relevant time charter. We do not recognize revenue during days when the ship is off-hire, unless it is recoverable from insurers. Advance payments under time charter contracts are classified as liabilities until such time as the criteria for recognizing the revenue are met.

Vessel Operating Costs

We are generally responsible for ship operating expenses, which include costs for crewing, insurance, repairs, modifications and maintenance, lubricants, spare parts and consumable stores and other miscellaneous expenses, as well as the associated cost of providing these items and services. However, as described above, the hire rate provisions of our time charters are intended to reflect the operating costs borne by us. The charters on three vessels in our fleet contain hire rate provisions that provide for an automatic periodic adjustment, which is designed to reduce our exposure to increases in operating costs. Ship operating expenses are recognized as expenses when incurred.

Voyage Expenses and Commissions

Under our time charter arrangements, charterers bear substantially all voyage expenses, including bunker fuel, port charges and canal tolls, but not commissions. Commissions are recognized as expenses on a pro rata basis over the duration of the period of the time charter.

Depreciation

We depreciate the cost of our ships on the basis of two components: a vessel component and a drydocking component. The vessel component is depreciated on a straight-line basis over the expected useful life of each ship, based on the cost of the ship less its estimated residual value. We estimate the useful lives of our ships to be 35 years from the date of delivery from the shipyard. Management estimates residual value of its vessels to be equal to the product of its lightweight tonnage (“LWT”) and an estimated scrap rate per LWT, which represents our estimate of the market value of the ship at the end of its useful life.

We must periodically drydock each of our ships for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. All our ships are required to be drydocked for these inspections at least once every five years. At the time of delivery of a ship, we estimate the drydocking component of the cost of the ship, which represents the estimated cost of the ship’s first drydocking based on our historical experience with similar types of ships. The drydocking component of the ship’s cost is depreciated over five years, in the case of new ships, and until the next drydocking for secondhand ships, unless the Partnership determines to drydock the ships at an earlier date. In the event a ship is drydocked at an earlier date, the unamortized drydocking component is written-off immediately.

General and Administrative Expenses

General and administrative expenses consist primarily of legal and other professional fees, board of directors’ fees, share-based compensation expense, directors and officers liability insurance, travel and accommodation expenses, commercial management fees and administrative fees payable to GasLog.

Financial Costs

We incur interest expense on the outstanding indebtedness under our credit facilities and the swap arrangements, if any, that qualify for treatment as cash flow hedges for financial reporting purposes, which we include in our financial costs. Financial costs also include amortization of other loan issuance costs incurred in connection with establishing our credit facilities.

Interest expense and amortization of loan issuance costs are expensed as incurred.

Financial Income

Financial income consists of interest income, which will depend on the level of our cash deposits, investments and prevailing interest rates. Interest income is recognized on an accrual basis.

Gain/(Loss) on Interest Rate Swaps

Any gain or loss derived from the fair value of the interest rate swaps at their inception, the ineffective portion of changes in the fair value of the interest rate swaps that meet hedge accounting criteria and net interest on interest rate swaps held for trading, the movement in the fair value of the interest rate swaps that have not been designated as hedges and the amortization of the cumulative unrealized loss for the interest rate swaps that hedge accounting was discontinued are presented as gain or loss on interest rate swaps.

Results of Operations

Our results set forth below are derived from the annual combined and consolidated financial statements of the Partnership. Prior to the closing of our IPO, we did not own any vessels. The presentation assumes that our business was operated as a separate entity prior to its inception. The transfer of the three initial vessels from GasLog to the Partnership at the time of the IPO, the transfer of two vessels from GasLog to the Partnership in September 2014 and the transfer of an additional three vessels from GasLog to the Partnership in July 2015 were each accounted for as a reorganization of entities under common control under IFRS. The combined and consolidated financial statements include the accounts of the Partnership and its subsidiaries assuming that they are consolidated from the date of their incorporation by GasLog as they were under the common control of GasLog. For the periods prior to the closing of the IPO, our financial position, results of operations and cash flows reflected in our financial statements include all expenses allocable to our business, but may not be indicative of those that would have been incurred had we operated as a separate public entity for all years presented or of future results.

Three of our LNG carriers, the GasLog Shanghai , the GasLog Santiago and the GasLog Sydney were delivered and immediately commenced their time charter with MSL in January, March and May 2013, respectively. In addition, the Methane Rita Andrea and the Methane Jane Elizabeth commenced their time charters with MSL, upon their acquisition by GasLog in April 2014. Finally, the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally commenced their time charters with MSL upon their acquisition by GasLog in June 2014.

The Partnership’s historical results were retroactively restated to reflect the historical results of these acquired entities during the periods they were owned by GasLog.

Year ended December 31, 2014 compared to the year ended December 31, 2015


	IFRS Common Control Reported Results
	2014			2015			Change
	(in thousands of U.S. dollars)
Statement of profit or loss
Revenues		158,170			199,689			41,519
Vessel operating costs		(30,752	)		(42,788	)		(12,036	)
Voyage expenses and commissions		(2,028	)		(2,442	)		(414	)
Depreciation		(33,931	)		(44,253	)		(10,322	)
General and administrative expenses.		(6,382	)		(10,986	)		(4,604	)

Profit from operations		85,077			99,220			14,143

Financial costs		(33,393	)		(27,202	)		6,191
Financial income		40			26			(14	)
Loss on interest rate swaps		(8,078	)		—			8,078

Profit for the year		43,646			72,044			28,398

Profit attributable to Partnership’s operations		14,544			65,040			50,496

During the year ended December 31, 2014, we had an average of 6.1 vessels operating in our owned fleet having 2,222 operating days while during the year ended December 31, 2015, we had an average of 8 vessels operating in our owned fleet having 2,855 operating days.

Revenues: Revenues increased by $41.52 million, or 26.25%, from $158.17 million for the year ended December 31, 2014, to $199.69 million for the year ended December 31, 2015. The increase is mainly attributable to the deliveries of the Methane Rita Andrea and the Methane Jane Elizabeth on April 10, 2014, and the Methane Alison Victoria, the Methane Shirley Elisabeth and the Methane Heather Sally on June 4, 2014, June 11, 2014 and June 25, 2014, respectively, and the commencement of their charter party agreements. These deliveries resulted in an increase in operating days. In addition, the vessels delivered during 2014 were generating revenue for the full year in 2015 as compared to 2014. The increase in revenues was partially offset by a decrease of $4.38 million caused mainly by the off-hire days due to the drydockings of the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally. The average daily hire rate for the year ended December 31, 2014 was $71,183 as compared to $69,944 for the year ended December 31, 2015.

Vessel Operating Costs: Vessel operating costs increased by $12.04 million, or 39.15%, from $30.75 million for the year ended December 31, 2014, to $42.79 million for the year ended December 31, 2015. The increase is mainly attributable to the increased operating days in the year ended December 31, 2015 and the increased average daily operating cost per vessel from $13,790 per day in 2014 to $14,654 per day in 2015, reflecting increased technical maintenance expenses due to planned underwater inspections and maintenance of the main engines for three of our vessels and other repairs that were undertaken during the drydocking of the three vessels acquired from GasLog in 2015, partially offset by the decrease in crew wages denominated in euros due to the decrease in the average USD/EUR exchange rate between the two periods.

Voyage expenses and commissions: Voyage expenses and commissions increased by $0.41 million, or 20.20%, from $2.03 million for the year ended December 31, 2014, to $2.44 million for the year ended December 31, 2015. The increase is mainly attributable to the increased operating days in the year ended December 31, 2015.

Depreciation: Depreciation increased by $10.32 million, or 30.42%, from $33.93 million for the year ended December 31, 2014, to $44.25 million for the year ended December 31, 2015. The increase is mainly attributable to the deliveries of the Methane Rita Andrea and the Methane Jane Elizabeth in April 2014 and the Methane Alison Victoria, the Methane Shirley Elisabeth and the Methane Heather Sally in June 2014 and the fact that depreciation charges for that period commenced from each vessel’s delivery date to December 31, 2014, compared to the year ended December 31, 2015 where the vessels were in operation for the entire year.

General and Administrative Expenses: General and administrative expenses increased by $4.61 million, or 72.26%, from $6.38 million for the year ended December 31, 2014, to $10.99 million for the year ended December 31, 2015. The increase is mainly attributable to an increase in administrative expenses of $2.40 million for services under the administrative services agreement with GasLog, which went into effect on May 12, 2014, the closing date of our IPO, an increase of $0.94 million in legal and professional fees related to the requirements of being a public company, an increase in commercial management fees of $0.49 million related to the acquisition of the five vessels, an increase of board of directors’ fees of $0.42 million, an increase of $0.21 million in the non-cash expense recognized in respect of share-based compensation and an increase in directors and officers’ liability insurance of $0.09 million.

Financial Costs: Financial costs decreased by $6.19 million, or 18.54%, from $33.39 million for the year ended December 31, 2014, to $27.20 million for the year ended December 31, 2015. The decrease is mainly attributable to a write-off of unamortized loan fees of $9.02 million in connection with the repayment of the existing loan facilities in 2014 and termination fees for the aforementioned debt of $1.23 million, which was partially offset by an increase in interest expense by $4.20 million. During the year ended December 31, 2015, we had an average of $789.90 million of outstanding indebtedness, with a weighted average interest rate of 3.00%, compared to an average of $665.47 million of outstanding indebtedness with a weighted average interest rate of 2.93% during the year ended December 31, 2014.

Loss on Interest Rate Swaps: Loss on interest rate swaps decreased by $8.08 million, from $8.08 million for the year ended December 31, 2014, to $0 for the year ended December 31, 2015. In the year ended December 31, 2015, there were no outstanding interest rate swaps as they were terminated in 2014, in connection with the refinancing of the relevant debt in 2014.

Profit for the Period: Profit for the year increased by $28.39 million, or 65.04% from $43.65 million for the year ended December 31, 2014, to $72.04 million for the same period in 2015, as a result of the aforementioned factors.

Profit attributable to the Partnership: Profit attributable to the Partnership for the year increased by $50.50 million, from $14.54 million for the year ended December 31, 2014, to $65.04 million for the year ended December 31, 2015. The increase is mainly attributable to the increase in operating days (885 operating days in the year ended December 31, 2014 as compared to 2,377 operating days in the year ended December 31, 2015).

Specifically, the five vessels acquired by the Partnership in 2014 and the acquisition of the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally on July 1, 2015 resulted in (a) an increase in revenues attributable to the Partnership by $103.0 million, from $65.93 million for the year ended December 31, 2014, to $168.93 million for the year ended December 31, 2015 (the average daily hire rate for the year ended December 31, 2014 was $74,498 as compared to $71,067 for the year ended December 31, 2015), (b) an increase in operating expenses attributable to the Partnership by $21.43 million, from $12.23 million for the year ended December 31, 2014, to $33.66 million for the year ended December 31, 2015 (the average daily operating expenses for the year ended December 31, 2014 was $13,815 per day as compared to $14,159 per day for the year ended December 31, 2015), (c) an increase in depreciation expense attributable to the Partnership by $22.63 million, from $13.35 million for the year ended December 31, 2014, to $35.98 million for the year ended December 31, 2015 and (d) an increase in voyage expenses and commissions attributable to the Partnership by $1.29 million, from $0.08 million for the year ended December 31, 2014, to $2.10 million for the year ended December 31, 2015.

In addition, the profit attributable to the Partnership was further affected by (a) an increase in general and administrative expenses attributable to the Partnership by $5.79 million, from $4.59 million for the year ended December 31, 2014, to $10.38 million for the year ended December 31, 2015 which is mainly attributable to an increase in administrative fees, commercial management fees, legal and professional fees related to the requirements of being a public company, directors’ fees, non-cash expense in respect of share-based compensation and directors and officers’ liability insurance and (b) an increase in net financial costs attributable to the Partnership by

$1.36 million, from $20.40 million for the year ended December 31, 2014, to $21.76 million for the year ended December 31, 2015.

The above discussion of revenues, operating expenses, depreciation expense, voyage expenses and commissions, general and administrative expenses and net financial costs attributable to the Partnership are non-GAAP measures that exclude amounts related to vessels currently owned by the Partnership for the periods prior to their respective transfer to GasLog Partners from GasLog. See “Item 3. Key Information—A. Selected Financial Data—A.2. Partnership Performance Results” for further discussion of these “Partnership Performance Results” and a reconciliation to the most directly comparable IFRS reported results (the “IFRS Common Control Reported Results”).

Year ended December 31, 2013 compared to the year ended December 31, 2014


	IFRS Common Control Reported Results
	2013			2014			Change
	(in thousands of U.S. dollars)
Statement of profit or loss
Revenues		64,143			158,170			94,027
Vessel operating costs		(12,311	)		(30,752	)		(18,441	)
Voyage expenses and commissions		(786	)		(2,028	)		(1,242	)
Depreciation		(12,238	)		(33,931	)		(21,693	)
General and administrative expenses.		(1,525	)		(6,382	)		(4,857	)

Profit from operations		37,283			85,077			47,794

Financial costs		(12,133	)		(33,393	)		(21,260	)
Financial income		32			40			8
Gain/(loss) on interest rate swaps		1,036			(8,078	)		(9,114	)

Profit for the year		26,218			43,646			17,428

Profit attributable to Partnership’s operations		—			14,544			14,544

During the year ended December 31, 2013, we had an average of 2.3 vessels operating in our owned fleet having 833 operating days while during the year ended December 31, 2014, we had an average of 6.1 vessels operating in our owned fleet having 2,222 operating days.

Revenues: Revenues increased by $94.03 million, or 146.60%, from $64.14 million for the year ended December 31, 2013, to $158.17 million for the year ended December 31, 2014. The increase is mainly attributable to the deliveries of the GasLog Shanghai , the GasLog Santiago and the GasLog Sydney , on January 28, 2013, March 25, 2013 and May 30, 2013, respectively, the Methane Rita Andrea and the Methane Jane Elizabeth on April 10, 2014, and the Methane Alison Victoria, the Methane Shirley Elisabeth and the Methane Heather Sally on June 4, 2014, June 11, 2014 and June 25, 2014, respectively, and the commencement of their charter party agreements.

Vessel Operating Costs: Vessel operating costs increased by $18.44 million, or 149.80%, from $12.31 million for the year ended December 31, 2013, to $30.75 million for the year ended December 31, 2014. The increase is mainly attributable to the increased operating days in the year ended December 31, 2014.

Voyage expenses and commissions: Voyage expenses and commissions increased by $1.24 million, or 156.96%, from $0.79 million for the year ended December 31, 2013, to $2.03 million for the year ended December 31, 2014. The increase is mainly attributable to the increased operating days in the year ended December 31, 2014.

Depreciation: Depreciation increased by $21.69 million, or 177.21%, from $12.24 million for the year ended December 31, 2013, to $33.93 million for the year ended December 31, 2014. The increase is mainly attributable to the deliveries of the GasLog Shanghai , the GasLog Santiago and the GasLog Sydney in various days during 2013 and the fact that depreciation charges for that period commenced from each vessel’s delivery date to December 31, 2013, compared to the year ended December 31, 2014 where the vessels were in operation for the whole period in addition to

the depreciation expense of the Methane Rita Andrea and the Methane Jane Elizabeth delivered in April 2014 and the Methane Alison Victoria, the Methane Shirley Elisabeth and the Methane Heather Sally delivered in June 2014.

General and Administrative Expenses: General and administrative expenses increased by $4.85 million, or 316.99%, from $1.53 million for the year ended December 31, 2013, to $6.38 million for the year ended December 31, 2014. The increase is mainly attributable to the board of directors’ fees of $0.67 million, an increase in commercial and administrative fees of $2.56 million, a $1.07 million increase in legal and professional fees, a $0.33 million increase in directors’ and officers’ liability insurances and an increase of $0.22 million in all other expenses.

Financial Costs: Financial costs increased by $21.26 million, or 175.27%, from $12.13 million for the year ended December 31, 2013, to $33.39 million for the year ended December 31, 2014. The increase is mainly attributable to a $9.02 million write-off of the unamortized fees in connection with the repayment of the then existing debt facilities, an increase of $1.38 million in amortization of loan fees, an increase of $1.23 million in termination fees, an increase of $9.41 million in interest expense on loans and cash flow hedges and an increase of $0.22 million in all other financial costs. During the year ended December 31, 2014, we had an average of $665.47 million of outstanding indebtedness, having an aggregate weighted average interest rate of 2.93%, compared to an average of $315.5 million of outstanding indebtedness with a weighted average interest rate of 3.24% during the year ended December 31, 2013.

Gain/(Loss) on Interest Rate Swaps: Gain on interest rate swaps decreased by $9.12 million, from a gain of $1.04 million for the year ended December 31, 2013, to a loss of $8.08 million for the year ended December 31, 2014. The decrease is mainly attributable to a $3.84 million decrease in gain from the mark-to-market valuation of our interest rate swaps which are carried at fair value through profit or loss and an increase of $4.82 million in recycled loss of cash flow hedges reclassified to profit or loss resulting mainly from the termination of the relevant swap contracts and an increase of $0.44 million in realized loss on interest rate swaps held for trading. As of December 31, 2014, the Partnership had no interest rate swaps in effect.

Profit for the Period: Profit for the year increased by $17.43 million, or 66.48%, from $26.22 million for the year ended December 31, 2013, to $43.65 million for the same period in 2014, as a result of the aforementioned factors.

Profit attributable to the Partnership: Profit attributable to the Partnership for the year increased by $14.54 million, from $0 million for the year ended December 31, 2013, to $14.54 million for the same period in 2014. The increase is attributable to the operations of the three initial vessels acquired from GasLog at the time of the IPO and the two vessels transferred from GasLog in September 2014. The Partnership did not have any operations in the year ended December 31, 2013, therefore there was no profit attributable to the Partnership during such period. See “Item 3. Key Information—A. Selected Financial Data—A.2. Partnership Performance Results” for further discussion of these “Partnership Performance Results” and a reconciliation to the most directly comparable IFRS reported results (the “IFRS Common Control Reported Results”).

Customers

We currently derive all of our revenues from one customer, MSL, a subsidiary of BG Group which is expected to be acquired by Shell, as approved in shareholder meetings held on January 27 and 28, 2016.

Seasonality

Since our vessels are employed under multi-year, fixed-rate charter arrangements, seasonal trends do not impact the revenues during the year.

B. Liquidity and Capital Resources

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, funding working capital and maintaining cash reserves against fluctuations in operating cash flows. Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity.

On September 29, 2014, GasLog Partners completed a follow-on public offering of 4,500,000 common units at a public offering price of $31.00 per unit. The net proceeds from this offering after deducting underwriting discounts and other offering expenses were $133.0 million. In connection with the offering, the Partnership issued 91,837 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest. The net proceeds from the issuance of the general partner units were $2.85 million. The total net proceeds of $135.85 million were used to partially finance the acquisition from GasLog of 100% of the ownership interests in GAS-sixteen Ltd. and GAS-seventeen Ltd., the entities that own two 145,000 cbm LNG carriers, the Methane Rita Andrea and the Methane Jane Elizabeth , respectively, for an aggregate purchase price of $328.0 million.

On June 26, 2015, GasLog Partners completed an equity offering of 7,500,000 common units at a public offering price of $23.90 per unit. The net proceeds from this offering after deducting underwriting discounts and other offering expenses were $171.83 million. In connection with this offering, the Partnership issued 153,061 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest. The net proceeds from the issuance of the general partner units were $3.66 million. The total net proceeds of $175.49 million were used to finance the acquisition from GasLog of 100% of the ownership interests in GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd., the entities that own three 145,000 cbm LNG carriers, the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally , respectively, which were acquired on July 1, 2015 for an aggregate purchase price of $483.0 million.

As of December 31, 2015, we had $60.40 million of cash and cash equivalents.

As of December 31, 2015, we had an aggregate of $748.0 million of indebtedness outstanding under our credit facilities, including $15.0 million outstanding under the Partnership’s revolving credit facility with GasLog. An amount of $328.0 million of outstanding debt is repayable within one year. Current debt includes $305.50 million from the outstanding indebtedness of GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. (the owners of the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally , respectively), assumed on their acquisition. We have entered into an underwritten agreement with certain financial institutions to refinance our current debt. Syndication is complete and we are proceeding with documentation. We expect to execute definitive documentation well in advance of the maturity of all associated indebtedness.

On May 8, 2015, the Partnership entered into a supplemental deed relating to its Citibank loan facility, in which the Partnership’s lenders unanimously approved changes to the facility agreement to reflect the amendments to the three time charters agreed with BG Group on April 21, 2015.

On June 5, 2015, the Partnership entered into a corporate guarantee pursuant to which it guarantees the obligations of GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. under their Citibank credit facility.

Depending on market conditions, we may use derivative financial instruments to reduce the risks associated with fluctuations in interest rates. We expect over time to economically hedge a proportion of our exposure to interest rate fluctuations in the future by entering into new interest rate swap contracts.

The Partnership currently has not hedged any part of its floating interest rate exposure.

Working Capital Position

As of December 31, 2015, our current assets totaled $70.36 million while current liabilities totaled $353.09 million, resulting in a negative working capital position of $282.73 million. Current liabilities include $328.0 million of loans due within one year, $305.50 million of which we are currently discussing to refinance with the balance of $22.50 million representing scheduled amortization of other indebtedness. We have entered into an underwritten agreement with certain financial institutions to refinance our current debt. Syndication is complete and we are proceeding with documentation. We expect to execute definitive documentation well in advance of the maturity of all associated existing indebtedness.

Other than the refinancing requirements noted above, and taking into account generally expected market conditions, we anticipate that cash flow generated from operations will be sufficient to fund our operations, including our working capital requirements, and to make the required principal and interest payments on our indebtedness during the next 12 months.

Cash Flows

Year ended December 31, 2014 compared to the year ended December 31, 2015

The following table summarizes our net cash flows from operating, investing and financing activities for the years indicated:


	Year ended December 31,
	2014				2015
	(in thousands of U.S. dollars)
Net cash provided by operating activities		$	109,598			$	113,230
Net cash (used in)/provided by investing activities			(807,766	)			14,592
Net cash provided by/(used in) financing activities.			731,005				(114,662	)

Net Cash Provided by Operating Activities:

Net cash provided by operating activities increased by $3.63 million, from $109.60 million in the year ended December 31, 2014, to $113.23 million in the year ended December 31, 2015. The increase of $3.63 million is mainly attributable to an increase of $32.36 million in revenue collections, a decrease of $2.34 million in realized losses on interest rate swaps held for trading and a decrease of $1.95 million in cash paid for interest, which was partially offset by an increase of $33.02 million in payments for general and administrative expenses, operating expenses and inventories.

Net Cash (Used in)/Provided by Investing Activities:

Net cash provided by investing activities increased by $822.36 million, from net cash used in investing activities of $807.77 million in the year ended December 31, 2014, to net cash provided by investing activities of $14.59 million in the year ended December 31, 2015. The increase of $822.36 million is mainly attributable to a decrease of net cash used in payments for vessels of $780.46 million and an increase in net cash from short-term investments of $41.90 million.

Net Cash Provided by/(Used in) Financing Activities:

Net cash provided by financing activities decreased by $845.67 million, from net cash provided by financing activities of $731.01 million in the year ended December 31, 2014, to net cash used in financing activities of $114.66 million in the year ended December 31, 2015. The decrease of $845.67 million is attributable to proceeds from borrowings of $1,022.50 million in the year ended December 31, 2014, capital contributions received of $232.56 million in 2014, decreased net public offering proceeds of $146.54 million, an increase in distributions of $37.82 million, which was partially offset by a decrease of $554.40 million in bank loan repayments, a decrease of $11.27 million in cash remittance to GasLog in exchange for contribution of net assets, a decrease of

$12.41 million in payments of loan issuance costs, a decrease of $1.95 million in payments of dividends due prior to vessels’ drop-down to GasLog and the repayment in 2014 of advances from unitholders of $13.72 million.

Year ended December 31, 2013 compared to the year ended December 31, 2014

The following table summarizes our net cash flows from operating, investing and financing activities for the years indicated:


	Year ended December 31,
	2013				2014
	(in thousands of U.S. dollars)
Net cash provided by operating activities		$	32,159			$	109,598
Net cash used in investing activities			(454,263	)			(807,766	)
Net cash provided by financing activities.			436,506				731,005

Net Cash Provided by Operating Activities:

Net cash provided by operating activities increased by $77.44 million, from $32.16 million in the year ended December 31, 2013, to $109.60 million in the year ended December 31, 2014. The increase of $77.44 million was due to an increase of $96.90 million in revenue collections, partially offset by an increase of $15.97 million in cash paid for interest, an increase of $3.05 million in payments for general and administrative expenses, operating expenses and inventories and $0.44 million net interest settlement payments relating to interest rate swaps held for trading.

Net Cash Used in Investing Activities:

Net cash used in investing activities increased by $353.51 million, from a $454.26 million in the year ended December 31, 2013, to a $807.77 million in the year ended December 31, 2014. The increase is mainly attributable to an increase of $334.81 million in payments for vessels and a $18.70 million increase in the net outflow for short-term investments.

Net Cash Provided by Financing Activities:

Net cash provided by financing activities increased by $294.50 million to $731.01 million in the year ended December 31, 2014, compared to $436.51 million during the year ended December 31, 2013. The increase of $294.50 million is mainly attributable to an increase of $611.50 million in the amounts drawn from loan facilities, the net IPO and equity raising proceeds of $321.98 million and a net increase of $204.50 in capital contributions, offset by an increase of $608.95 million in bank loan repayments and payments of loan issuance costs, a cash remittance of $183.90 million to GasLog in exchange for its contribution of net assets, a decrease of $27.46 million due to the repayment of advances to shareholders, the distribution of $13.37 million to the unitholders in 2014 and the $9.80 million payment of the pre-IPO dividend.

Borrowing Activities

Credit Facilities

Below is a summary of certain provisions of the Partnership’s credit facilities outstanding as of December 31, 2015:

Facility Name

Lender(s)

Subsidiary Party
(Collateral Ship)

Outstanding
Principal
Amount

Interest Rate

Maturity

Payment
Installments
Schedule

Partnership Facility

Citibank, N.A., London Branch, Nordea Bank Finland plc, London Branch, DVB Bank America N.V., ABN Amro Bank N.V., Skandinaviska Enskilda Banken AB (publ), BNP Paribas

GAS-three Ltd. ( GasLog Shanghai ), GAS-four Ltd. ( GasLog Santiago ), GAS- five Ltd. ( GasLog Sydney ), GAS- sixteen Ltd. ( Methane Rita Andrea ), GAS- seventeen Ltd. ( Methane Jane Elizabeth )

$427.50 million

LIBOR + applicable margin

2019

16 consecutive quarterly installments of $5.625 million and a balloon payment of $337.5 million together with the final quarterly payment

Sponsor Credit Facility

GasLog Ltd.

GasLog Partners LP

$15.0 million

Fixed interest rate

2017

Revolving facility of $30.0 million available in minimum amounts of $2.0 million which are repayable within a period of six months after the respective drawdown date, subject to automatic renewal if not repaid

Assumed Facility

Citibank, N.A., London Branch,

GAS-nineteen Ltd. (Methane Alison Victoria) GAS-twenty Ltd. (Methane Shirley Elisabeth) GAS- twenty one Ltd. (Methane Heather Sally)

$305.50 million

LIBOR + applicable margin

2016

Balloon payment of $305.50 million due in 2016 without intermediate payments. ⁽¹⁾

⁽¹⁾

We have entered into an underwritten agreement with certain financial institutions to refinance our current debt. Syndication is complete and we are proceeding with documentation. We expect to execute definitive documentation well in advance of the maturity of all associated existing indebtedness.

Partnership Facility

The Partnership Facility is secured as follows:

•

first priority mortgages over the vessels owned by the borrowers;

•

guarantees from us and our subsidiary GasLog Partners Holdings;

•

a pledge or a negative pledge of the share capital of the borrowers; and

•

a first priority assignment of all earnings and insurances related to the vessels owned by the borrowers.

Our Partnership Facility imposes certain operating and financial restrictions on our subsidiaries, which generally limit our subsidiaries’ ability to, among other things:

•

incur additional indebtedness, create liens or provide guarantees;

•

provide any form of credit or financial assistance to, or enter into any non-arms’ length transactions with, us or any of our affiliates;

•

sell or otherwise dispose of assets, including our ships;

•

engage in merger transactions;

•

enter into, terminate or amend any charter;

•

amend our shipbuilding contracts, if any;

•

change the manager of our ships;

•

undergo a change in ownership; or

•

acquire assets, make investments or enter into any joint venture arrangements outside of the ordinary course of business.

Our Partnership Facility also imposes specified financial covenants that apply to us and our subsidiaries on a consolidated basis. These financial covenants include the following:

•

the aggregate amount of all unencumbered cash and cash equivalents must be no less than the higher of 3% of total indebtedness or $15 million;

•

our total indebtedness divided by our total capitalization must not exceed 60%;

•

the ratio of EBITDA over our debt service obligations (including interest and debt repayments) on a trailing 12 months’ basis must be no less than 110%; and

•

we are permitted to declare or pay any dividends or distributions subject to no event of default having occurred or occurring as a consequence of the payment of such dividends or distributions.

Our Partnership Facility contains customary events of default, including nonpayment of principal or interest, breach of covenants or material inaccuracy of representations, default under other material indebtedness and bankruptcy, as well as an event of default in the event of the cancellation, rescission, frustration or withdrawal of a charter agreement prior to its scheduled expiration. In addition, the Credit Facility contains covenants requiring that the aggregate fair market value of the vessels securing the facility remains above 120% of the aggregate amount outstanding under the facility. In the event that the value of the vessels falls below the threshold, we could be required to provide the lender with additional security or prepay a portion of the outstanding loan balance, which could negatively impact our liquidity. Compliance with the financial covenants is required on a semi-annual basis.

Revolving Credit Facility with GasLog

Following the IPO, we entered into a $30.0 million revolving credit facility with GasLog, which has an outstanding balance of $15.0 million as of December 31, 2015 ($30.0 million as of December 31, 2014), to be used for general partnership purposes. The facility agreement is unsecured and provides for an availability period of 36 months and bore interest at a rate of 5% per annum, with no commitment fee for the first year. Currently, the interest stands at 6% per annum, with an annual 2.4% commitment fee on the undrawn balance. The Sponsor Credit Facility contains covenants that require us to, among other things:

•

notify GasLog of any event which constitutes or may constitute an event of default or which may adversely affect our ability to perform our obligations under the credit facility; and

•

provide GasLog with information in respect of our business and financial status as GasLog may reasonably require including, but not limited to, copies of our unaudited quarterly financial statements and our audited annual financial statements.

Events of default under the Sponsor Credit Facility include, among others, the following:

•

failure to pay any sum payable under the Sponsor Credit Facility when due;

•

breach of certain covenants and obligations of the Sponsor Credit Facility;

•

a material inaccuracy of any representation or warranty;

•

default under other indebtedness in excess of $10.0 million which results in the relevant creditor declaring such indebtedness prematurely due and payable;

•

a lien, arrest, distress or similar event is levied upon or against any substantial part of our assets which is not discharged or disputed in good faith within 10 business days after we become aware of such event;

•

a substantial part of our business or assets is destroyed, abandoned, seized, appropriated or forfeited for any reason;

•

bankruptcy or insolvency events;

•

suspension or cessation of our business;

•

GasLog Partners GP LLC ceasing to be our general partner; and

•

an amendment to our limited partnership agreement that, in the reasonable opinion of the lender, is adverse to its interests in connection with the Sponsor Credit Facility.

Assumed Facility

Following the acquisition of GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd., the Partnership assumed $325.50 million of outstanding indebtedness of the acquired entities. The loan agreement providing for the Assumed Facility was signed by GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd., on May 12, 2014 with Citibank N.A. London Branch, acting as security agent and trustee for and on behalf of the other finance parties. The loan has a two year maturity bearing interest at LIBOR plus a margin and $108.50 million was drawn on each of June 3, 2014, on June 10, 2014 and on June 24, 2014 to partially finance the original deliveries to GasLog of the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally, respectively. Using the proceeds of the equity offering completed in June 2015, GasLog Partners prepaid $10.0 million of the GAS-nineteen Ltd. tranche on September 4, 2015, $5.0 million of the GAS-twenty Ltd. tranche on December 10, 2015 and $5.0 million of the GAS-twenty one Ltd. tranche on December 29, 2015. The aggregate balance outstanding as of December 31, 2015 was $305.50 million and repayable in full in June 2016 without intermediate payments. Each of the borrowers is required to have a minimum liquidity of $1.50 million following the loan drawdown date.

The Assumed Facility is secured as follows:

•

the aggregate amount of all unencumbered cash and cash equivalents must be less than the higher of 3% of total indebtedness or $20 million;

•

first priority mortgages over the vessels owned by the borrowers;

•

guarantees from us, our subsidiary GasLog Partners Holdings and GasLog;

•

a pledge or a negative pledge of the share capital of the borrowers; and

•

a first priority assignment of all earnings and insurances related to the vessels owned by the borrowers.

Our Assumed Facility contains customary events of default, including nonpayment of principal or interest, breach of covenants or material inaccuracy of representations, default under other material indebtedness and bankruptcy. In addition, the facility contains covenants requiring that the aggregate fair market value of the vessels securing the facility and any additional security provided to the lenders remain not less than 120% of the aggregate amount outstanding under the facility and any related swap exposure. In the event that the value of the vessels falls below the threshold, the Partnership could be required to provide the lender with additional security or prepay a portion of the outstanding loan balance, which could negatively impact the Partnership’s liquidity.

GasLog, as corporate guarantor for the Assumed Facility, is also subject to specified financial covenants on a consolidated basis. The financial covenants include the following:

•

net working capital (excluding the current portion of long-term debt) must be not less than $0;

•

total indebtedness divided by total assets must not exceed 75%;

•

the ratio of EBITDA over debt service obligations (including interest and debt repayments) on a trailing 12 months basis must be not less than 110%;

•

the aggregate amount of all unencumbered cash and cash equivalents must be no less than the higher of 3% of total indebtedness or $20.0 million;

•

GasLog is permitted to pay dividends, provided that it holds unencumbered cash and cash equivalents equal to at least 4% of its total indebtedness subject to no event of default having occurred or occurring as a consequence of the payment of such dividends; and

•

the market value adjusted net worth of GasLog must at all times be not less than $350.0 million.

Any failure by GasLog to comply with these financial covenants would permit the lenders under this credit facility to exercise remedies as secured creditors which, if such a default was to occur, could include foreclosing on the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally.

The Assumed Facility also imposes certain restrictions relating to GasLog, including restrictions that limit its ability to make any substantial change in the nature of its business or to engage in transactions that would constitute a change of control, as defined in the relevant credit facility, without repaying all of its indebtedness in full, or to allow its largest shareholders to reduce their shareholding in GasLog below specified thresholds.

Our business is not subject to seasonal borrowing requirements.

As of December 31, 2014 and December 31, 2015, the Partnership was in compliance with all covenants under all credit facilities.

We have entered into an underwritten agreement with certain financial institutions to refinance the Assumed Facility and syndication of the facility has been completed. We expect to execute definitive documentation prior to the maturity of all associated indebtedness. The underwritten agreement contains customary events of default, covenants and guarantees which are substantially the same as those of the Assumed Facility.

Derivative Instruments and Hedging Activities

We intend to use derivative financial instruments to reduce the risks associated with fluctuations in interest rates. In connection with the refinancing of our then existing indebtedness in 2014 we terminated all our derivative financial instruments and expect to economically hedge all or a majority of our exposure to interest rate fluctuations in the future by entering into new interest rate swap contracts.

Contracted Chartered Revenue

The following table summarizes GasLog Partners’ contracted charter revenues and vessel utilization as of December 31, 2015:


	Contracted Charter Revenues and Days from Time Charters For the years
	2016				2017				2018				2019				2020				Total
	(in millions of U.S. dollars, except days and percentages)
Contracted time charter revenues ^(1)(2)(3)(4)		$	201.07			$	205.09			$	162.24			$	112.83			$	37.08			$	718.31
Total contracted days ⁽¹⁾			2,868				2,920				2,364				1,716				564				10,432
Total available days ⁽⁵⁾			2,868				2,920				2,830				2,920				2,838				14,376
Total unfixed days ⁽⁶⁾			—				—				466				1,204				2,274				3,944
Percentage of total contracted days/total available days			100	%			100	%			83.53	%			58.77	%			19.87	%			72.57	%

⁽¹⁾

Reflects time charter revenues and contracted days for the eight LNG carriers in our fleet.

⁽²⁾

Our ships are scheduled to undergo drydocking once every five years. Revenue calculations assume 365 revenue days per ship per annum, with 30 off-hire days when the ship undergoes scheduled drydocking.

⁽³⁾

For time charters that include a fixed operating cost component subject to annual escalation, revenue calculations include that fixed annual escalation.

⁽⁴⁾

Revenue calculations assume no exercise of any option to extend the terms of charters.

⁽⁵⁾

Available days represent total calendar days after deducting 30 off-hire days when the ship undergoes scheduled drydocking.

⁽⁶⁾

Represents available days for the ships after the expiration of the existing charters (assuming charterers do not exercise any option to extend the terms of the charters).

The table above provides information about our contracted charter revenues and ship utilization based on contracts in effect as of December 31, 2015 for the eight LNG carriers in our fleet. The table reflects only our contracted charter revenues for the ships in our owned fleet for which we have secured time charters, and it does not reflect the costs or expenses we will incur in fulfilling our obligations under the charters. In particular, the table does not reflect any time charter revenues from any additional ships we may acquire in the future, nor does it reflect the options under our time charters that permit our charterers to extend the time charter terms for successive multi-year periods at comparable charter hire rates. The exercise of options extending the terms of our existing charters, would result in an increase in the number of contracted days and the contracted revenue for our fleet in the future. Although the contracted charter revenues are based on contracted charter hire rate provisions, they reflect certain assumptions, including assumptions relating to future ship operating costs. We consider the assumptions to be reasonable as of the date of this report, but if these assumptions prove to be incorrect, our actual time charter revenues could differ from those reflected in the table. Furthermore, any contract is subject to various risks, including performance by the counterparties or an early termination of the contract pursuant to its terms. If the charterers are unable or unwilling to make charter payments to us, or if we agree to renegotiate charter terms at the request of a charterer or if contracts are prematurely terminated for any reason, we would be exposed to prevailing market conditions at the time, and our results of operations and financial condition may be materially adversely affected. Please see “Item 3. Key Information—D. Risk Factors”. For these reasons, the contracted charter revenue information presented above is not fact and should not be relied upon as being necessarily indicative of future results, and readers are cautioned not to place undue reliance on this information. Neither the Partnership’s independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the information presented in the table, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the information in the table.

Quantitative and Qualitative Disclosures About Market Risk

For information about our exposure to market risks, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk”.

Capital Expenditures

As of December 31, 2015, there are no commitments for capital expenditures related to our fleet. In the event we decide to exercise our options to purchase additional ships from GasLog, we expect to finance the costs with cash from operations and a combination of debt and equity financing.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon our annual combined and consolidated financial statements, which have been prepared in accordance with IFRS as issued by the IASB. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and expenses during the reporting periods. The Partnership’s management evaluates whether estimates should be made on an

ongoing basis, utilizing historical experience, consultation with experts and other methods management considers reasonable in the particular circumstances. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability in the future. Critical accounting policies are those that reflect significant judgments of uncertainties and potentially result in materially different results under different assumptions and conditions. We have described below what we believe are our most critical accounting policies, because they generally involve a comparatively higher degree of judgment in their application. For a description of all our principal accounting policies, see Note 2 to our annual combined and consolidated financial statements included elsewhere in this annual report.

Vessel Cost, Lives and Residual Value

When determining vessel cost, we recognize the installment payments paid to the shipyard or the acquisition price paid to the seller for secondhand vessels along with any directly attributable costs of bringing the vessels to their working condition. Directly attributable costs incurred during the vessel construction periods consist of commissions, on-site supervision costs, costs for sea trials, certain critical initial spare parts and equipment, costs directly incurred for negotiating the construction contracts, initial lubricants and other vessel delivery expenses. Any vendor discounts are deducted from the vessel cost. Subsequent expenditures for conversions and major improvements are also capitalized when the recognition criteria are met.

The vessel cost component is depreciated on a straight-line basis over the expected useful life of each ship, based on the cost of the vessel less its estimated residual value. We estimate the useful lives of our ships to be 35 years from the date of delivery from the shipyard, which we believe is within industry standards and represents the most reasonable useful life for each of our ships.

Management estimates residual value of its vessels to be equal to the product of its LWT and an estimated scrap rate per LWT. Effective October 1, 2015, following management’s annual reassessment, the estimated scrap rate per LWT was decreased. This change in estimate increased depreciation expense by $0.06 million for the year ended December 31, 2015 and is expected to increase the future annual depreciation by $0.25 million. The estimated residual value of our ships may not represent the fair market value at any time partly because market prices of scrap values tend to fluctuate. We might revise our estimate of the residual values of our ships in the future in response to changing market conditions.

An increase in the estimated useful lives of our ships or in their residual value would have the effect of decreasing the annual depreciation charge and extending it into later periods. A decrease in the useful lives of our ships or their residual value would have the effect of increasing the annual depreciation charge and possibly resulting in an impairment charge.

When we are faced with regulations that place significant limitations on the ability of any of our ships to trade on a worldwide basis, we adjust the ship’s useful life to end at the date such regulations become effective.

We must periodically drydock each of our ships for inspection, repairs and any modifications. At the time of delivery of a ship from the shipyard, we estimate the drydocking component of the cost of the ship, representing estimated costs to be incurred during the first drydocking at the drydock yard for a special survey and parts and supplies used in making required major repairs that meet the recognition criteria, based on our historical experience with similar types of ships.

We use judgment when estimating the period between drydockings performed, which can result in adjustments to the estimated amortization of the drydocking expense. If a ship is disposed of before its next drydocking, the remaining balance of the deferred drydock is written off and forms part of the gain or loss recognized upon disposal of ships in the period of disposal. We expect that our ships will be required to be drydocked approximately 60 months after their delivery from the shipyard and thereafter every 60 months our ships will be required to undergo special or intermediate surveys and be drydocked for major repairs and maintenance that cannot be performed while the ships are operating. We amortize our estimated drydocking expenses for the first special

survey over five years, in case of new vessels, and until the next drydocking for secondhand vessels, unless management intends to drydock the vessels earlier as circumstances arise.

Costs that will be capitalized as part of the future drydockings will include a variety of costs incurred directly attributable to the drydocking and costs incurred to meet classification and regulatory requirements, as well as expenses related to the dock preparation and port expenses at the drydock shipyard, general shipyard expenses, expenses related to hull, external surfaces and decks, expenses related to machinery and engines of the vessel, as well as expenses related to the testing and correction of findings related to safety equipment on board. Drydocking costs do not include vessel operating expenses such as replacement parts, crew expenses, provisions, lubricants consumption, insurance, management fees or management costs during the drydocking period. Expenses related to regular maintenance and repairs of our vessels are expensed as incurred, even if such maintenance and repair occurs during the same time period as our drydocking.

Ordinary maintenance and repairs that do not extend the useful life of the asset are expensed as incurred.

Impairment of Vessels

At the end of each reporting period we perform an assessment of whether there is any indication that our vessels may be impaired by considering both internal and external sources of information. If any such indication exists, the recoverable amount of vessels is estimated in order to determine the extent of the impairment loss, if any. Recoverable amount is the higher of fair value less costs to sell and value in use.

The table below sets forth in U.S. dollars (i) the historical acquisition cost of our vessels and (ii) the carrying value of each of our vessels as of December 31, 2015 and December 31, 2014.


Vessel	Acquisition Date	Cargo capacity (cbm)		Acquisition cost			Carrying values ⁽¹⁾ (in thousands of U.S. dollars)
							December 31, 2014			December 31, 2015
GasLog Shanghai ⁽²⁾⁽³⁾	January 2013		155,000		$	189,619		$	179,327		$	174,015
GasLog Santiago ⁽²⁾⁽³⁾	March 2013		155,000			189,560			180,086			174,774
GasLog Sydney ⁽²⁾⁽³⁾	May 2013		155,000			195,947			187,166			181,674
Methane Rita Andrea ⁽⁴⁾⁽⁶⁾	April 2014		145,000			156,613			152,367			146,707
Methane Jane Elizabeth ⁽⁴⁾⁽⁶⁾	April 2014		145,000			156,613			152,339			146,743
Methane Alison Victoria ⁽⁵⁾⁽⁶⁾	June 2014		145,000			156,610			153,395			149,966
Methane Shirley Elisabeth ⁽⁵⁾⁽⁶⁾	June 2014		145,000			156,599			153,493			150,387
Methane Heather Sally ⁽⁵⁾⁽⁶⁾	June 2014		145,000			156,599			153,684			150,468

Total					$	1,358,160		$	1,311,857		$	1,274,734

⁽¹⁾

Our vessels are stated at carrying values (see Note 2 to our combined and consolidated financial statements included elsewhere in this annual report). For the years ended December 31, 2014 and 2015, no impairment was recorded.

⁽²⁾

The construction of these vessels was completed on the acquisition date.

⁽³⁾

The market value of each vessel individually, and all vessels in the aggregate, exceeds the carrying value of that vessel, and all vessels in the aggregate, as of December 31, 2015 and December 31, 2014.

⁽⁴⁾

The vessels were built in 2006.

⁽⁵⁾

The vessels were built in 2007.

⁽⁶⁾

Indicates vessels for which we believe, as of December 31, 2015, the basic charter-free market value is lower than the vessel’s carrying value. We believe that the aggregate carrying value of these vessels exceeds their aggregate basic charter-free market value by $86.52 million, at December 31, 2015. However, as described below, the value in use for each of the five vessels was higher than the carrying amount of these vessels and consequently, no impairment loss was recognized.

Our estimates of basic market value assume that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind. Our estimates are based on approximate market values for our vessels that have been received from shipbrokers, which are also commonly used and accepted by our lenders for

determining compliance with the relevant covenants in our credit facilities. Vessel values can be highly volatile, so that our estimates may not be indicative of the current or future basic market value of our vessels or prices that we could achieve if we were to sell them.

As of December 31, 2015, for the five vessels with carrying amounts higher than the estimated charter-free market value we concluded that events and circumstances triggered the existence of potential impairment of these vessels. As a result, we performed the impairment assessment of these vessels by comparing the discounted projected net operating cash flows for these vessels to their carrying values. Our strategy is to charter our vessels under five year contracts or more, providing the Partnership with contracted stable cash flows. The significant factors and assumptions we used in our discounted projected net operating cash flow analysis included, among others, operating revenues, off-hire revenues, drydocking costs, operating expenses, management fees estimates, residual values and the discount factor. Revenue assumptions were based on contracted time charter rates up to the end of life of the current contract of each vessel as well as the estimated average time charter equivalent rates for the remaining life of the vessels after the completion of their current contract. The estimated daily time charter equivalent rates used for non-contracted revenue days are based on a combination of (i) recent charter market rates, (ii) conditions existing in the LNG market as of December 31, 2015, (iii) historical average time charter rates, based on publications by independent third party maritime research services and (iv) estimated future time charter rates, based on publications by independent third party maritime research services that provide such forecasts. Recognizing that the LNG industry is cyclical and subject to significant volatility based on factors beyond our control, we believe the use of revenue estimates, based on the combination of factors (i) to (iv) above, to be reasonable as of the reporting date. In addition, we used an annual operating expenses escalation factor and estimates of scheduled and unscheduled off-hire revenues based on historical experience. All estimates used and assumptions made were in accordance with our internal budgets and historical experience of the shipping industry. The value in use for the five vessels calculated as per above was higher than the carrying amount of these vessels and consequently, no impairment loss was recognized.

Classification of the Partnership Interests

The interests in the Partnership comprise common units, subordinated units, a general partner interest and incentive distribution rights. Under the terms of the partnership agreement, the Partnership is required to distribute 100% of available cash (as defined in our partnership agreement) with respect to each quarter within 45 days of the end of the quarter to the partners. Available cash can be summarized as cash and cash equivalents less an amount equal to cash reserves established by the board of directors to (i) provide for the proper conduct of the business of the Partnership group (including reserves for future capital expenditures and for anticipated future credit needs of the Partnership group) subsequent to such quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which any Partnership group member is a party or by which it is bound or its assets are subject and/or (iii) provide funds for certain distributions relating to future periods.

In reaching a judgment as to whether the interests in the Partnership should be classified as liabilities or equity interests, the Partnership has considered the wide discretion of the board of directors to determine whether any portion of the amount of cash available to the Partnership constitutes available cash and that it is possible that there could be no available cash. In the event that there is no available cash, as determined by the board of directors, the Partnership does not have a contractual obligation to make a distribution. Accordingly, the Partnership’s management has concluded that the Partnership interests do not represent a contractual obligation on the Partnership to deliver cash and therefore should be classified as equity within the financial statements.

JOBS Act Status

extended transition period for complying with new or revised accounting standards under Section 107(b) of the JOBS Act, which election is irrevocable.

Recent Accounting Pronouncements

See Note 2 to our combined and consolidated financial statements included elsewhere in this annual report.

C. Research and Development, Patents and Licenses, etc.

Not applicable.

D. Trend Information

LNG Supply

The global seaborne trade of LNG cargoes was approximately 250 mtpa in 2015. This lower than expected growth came as a halt in production at Yemen partially offset startup of two terminals in Australia and one in Indonesia. Looking ahead, based on the public announcements of LNG producers, new LNG production volumes should become available in the 2016-2018 timeframe from projects in Australia, Malaysia, Cameroon and the United States. Of these countries, Australia and the United States are set to experience significant production growth and are expected to be in the top three global LNG exporters (along with Qatar) by 2020. Very large gas discoveries offshore East Africa and in Canada may drive significant future LNG exports from these regions.

In 2016, we expect projects coming onstream will add approximately 40 million tonnes (annualized) of new liquefaction capacity in both Australia and the US. In Australia, Australia Pacific Train 1 (4.5 mtpa) and Gladstone LNG (7.7 mtpa) have shipped their first cargoes in recent weeks and are expected to ramp up production through 2016. Other Australian projects due to start up in 2016 include Gorgon (15.6 mtpa), Australia Pacific Train 2 (4.5 mtpa), Prelude (3.6 mtpa) and Wheatstone (8.9 mtpa). The infrastructure for these projects has now largely been built and the majority of the volumes for these projects have already been sold.

Sabine Pass, one of five US projects under construction, is expected to export its first cargo in 2016. When construction is completed, Sabine Pass will have a total export capacity of 22.5 mtpa and will be the first U.S. project to export LNG into the global market. The United States becoming an exporter of LNG is a welcome development for the LNG shipping sector as it creates new suppliers, new customers and new trade routes. The majority of U.S. volumes have already been contracted with most expected to go into the Asian and European markets. This development will be positive for tonne mile demand as the U.S. Gulf Coast to Asia voyage is approximately 9,000 nautical miles through the Panama Canal (which is not yet open to large LNG carriers). The same voyage around Cape Horn is approximately 13,000 nautical miles. From the U.S. Gulf Coast to northwest Europe, the distance is approximately 5,000 nautical miles. In 2014 and 2015, the average global LNG voyage was approximately 4,000 nautical miles, and therefore any voyage in excess of this distance will increase the global average distance and the need for LNG carriers.

With the expected projects coming onstream, encouraging levels of tendering activity for vessels to transport increased LNG volumes is being noted. We continue to see a future shortfall of vessels that will be required for the Australian and U.S. projects that have taken final investment decision and are currently under construction.

LNG Demand

In 2015, Egypt, Jordan, Pakistan and Poland all imported their first LNG cargoes. In 2016, Colombia, Ghana, Malta and Uruguay are all expected to commence LNG imports. This encouraging increase in the number of importers and therefore LNG trade routes is being driven by low LNG prices, availability of supply and the fast and flexible import solution that floating storage and regasification units provide.

LNG Chartering Activity

The significant fall in oil prices since 2014 has led to substantial declines in the price of LNG and a lack of pricing differential between the Eastern and Western hemispheres. These factors, among others, have in turn led to a significant shortening of the average duration of spot charters fixed during 2015, as well as a significant decline in average rates for new spot and shorter-term LNG charters commencing promptly. In addition, some production companies have announced delays or cancellations of certain previously announced (but early stage) LNG projects, which, unless offset by new projects coming on stream, could adversely affect demand for LNG charters over the next few years, while the amount of tonnage available for charter is expected to increase.

Approximately 247 charters of LNG vessels were fixed in 2015, compared with 218 in 2014. This significant increase in chartering activity is a positive sign for the developing LNG shipping market. Our ability to participate in any future market growth will depend on our ability to access the equity and debt markets.

Global LNG Fleet

As of December 31, 2015, the global fleet of dedicated LNG carriers stood at 427 ships. In 2015, 27 LNG carriers were delivered, and 17 orders were placed. This high level of ordering was driven in part by the significant developments in plans for new liquefaction projects, particularly in the United States.

We believe that the development of new LNG supply projects and growing global demand for natural gas should support the existing order backlog for vessels and should also drive a need for more LNG carriers in the future. In addition, LNG project developers are typically large multinational oil and gas companies that have high standards for safety and reliability and a preference for modern LNG carriers with fuel-efficient ship design and propulsion, which should support our ability to obtain new charters over new or less experienced operators. However, various factors, including changes in prices and demand for LNG can materially affect the competitive dynamics that currently exist.

The statements in this “Trend Information” section are forward-looking statements based on management’s current expectations and certain material assumptions and, accordingly, involve risk and uncertainties that could cause actual results, performance and outcomes to differ materially from those expressed herein. See “Item 3. Key Information—D. Risk Factors” of this annual report.

E. Off-Balance Sheet Arrangements

As of December 31, 2015, we do not have any transactions, obligations or relationships that should be considered off-balance sheet arrangements.

F. Tabular Disclosure of Contractual Obligations

Our contractual obligations as of December 31, 2015 were:


	Payments Due by Period
	Total			Less than 1 year			1-3 years			3-5 years			More than 5 years
	(Expressed in thousands of U.S. dollars)
Long-term debt obligations		$	748,000		$	328,000		$	60,000		$	360,000		$	—
Interest on long-term debt obligations ⁽¹⁾			50,433			16,509			23,557			10,367			—
Amounts due to related parties ⁽²⁾			137			137			—			—			—
Amounts due for management, commercial and administrative services fees ⁽³⁾			3,000			3,000			—			—			—
Purchase of depot spares ⁽⁴⁾			4,340			—			—			4,340			—

Total		$	805,910		$	347,646		$	83,557		$	374,707		$	—

⁽¹⁾

Our interest commitment on our floating long-term debt is calculated based on an assumed applicable interest rate of 2.96%, which takes into account the LIBOR and applicable margin spreads in our credit facilities while 6.0% is used for our Sponsor Credit facility.

⁽²⁾

Amounts due to related parties represent mainly payments made by GasLog LNG Services and GasLog to cover operating expenses, as well as amounts owed for commercial management and administrative services. See Note 13 to our combined and consolidated financial statements.

⁽³⁾

This includes the amounts due under our contractual obligations under our amended ship management agreements and our amended commercial management agreements signed with GasLog LNG Services and GasLog, respectively, for their non-terminable periods. In addition, it includes the amounts due under the administrative services agreement for its non-terminable period. The amended ship management agreements provide for a monthly management fee of $46,000 per vessel and amended commercial management agreements provide for a fixed annual fee of $360,000 per vessel and may be terminated by either party giving three months’ notice. The administrative services agreement provides for a fixed annual fee of $588,000 per vessel and may be terminated by either party at any time giving the other party not less than three months’ written notice. The contractual obligations table includes administrative services fees for three months.

⁽⁴⁾

Following the acquisition of the Methane Rita Andrea, the Methane Jane Elizabeth , the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally, the Partnership, through its subsidiaries GAS-sixteen Ltd., GAS-seventeen Ltd., GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty-one Ltd., is the counter guarantor for the acquisition from MSL of 83.33% of depot spares with an aggregate value of $6.0 million. These spares should be acquired before the end of the initial term of the related charter agreements.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The following table sets forth information regarding our directors and executive officers. With the exception of Andrew J. Orekar, we rely solely on the executive officers of GasLog or its applicable affiliate who provide executive officer services for our benefit pursuant to the administrative services agreement and who are responsible for our day-to-day management subject to the direction of our board of directors. The business address for each of our directors and executive officers is Gildo Pastor Center, 7 Rue du Gabian, MC 98000, Monaco. The following directors have been determined by our board of directors to be independent under the standards of the NYSE and the rules and regulations of the U.S. Securities and Exchange Commission: Robert B. Allardice III, Daniel R. Bradshaw, David P. Conner, Pamela M. Gibson and Anthony S. Papadimitriou. Officers are elected from time to time by vote of our board of directors and hold office until a successor is elected.


Name	Age		Position
Curtis V. Anastasio		59	Executive Chairman of the Board of Directors/ Director
Robert B. Allardice III		69	Class I Director
Daniel R. Bradshaw		69	Class III Director
David P. Conner		67	Director
Pamela M. Gibson		62	Class II Director
Peter G. Livanos		57	Director
Anthony S. Papadimitriou		60	Director
Andrew J. Orekar		39	Chief Executive Officer
Simon P. Crowe		48	Chief Financial Officer
Graham Westgarth		61	Chief Operating Officer

Our Class I, Class II and Class III Directors were elected by our common unitholders and will hold office until the 2016, 2017 and 2018 annual meetings of limited partners, respectively. Our other directors were appointed by our general partner in its sole discretion. See “—C. Board Practices”.

Certain biographical information about each of these individuals is set forth below.

Curtis V. Anastasio has been the Executive Chairman of our board of directors since our inception. From the time he led the IPO in April of 2001 to his retirement on December 31, 2013, Mr. Anastasio was the president and chief executive officer of NuStar Energy L. P., a publicly traded MLP based in San Antonio, Texas. Mr. Anastasio was also president and chief executive officer of NuStar GP Holdings, LLC, a position he held since the company’s IPO in 2006. NuStar GP owns general and limited partner interests and the incentive distribution rights in NuStar Energy and manages its business affairs. In addition, Mr. Anastasio serves as a director and chairman of the Audit Committee of Par Pacific Holdings (previously Par Petroleum Corporation) a growth-orientated company that manages and maintains interests in energy related assets. He also serves on the board of the Federal Reserve Bank of Dallas and in June 2015 was appointed to the board of the Chemours Company. Mr. Anastasio received a Juris Doctorate degree from Harvard Law School in 1981 and a Bachelor of Arts degree, Magna cum Laude, from Cornell University in 1978.

Robert B. Allardice III has been a member of our board of directors since October 2014. Mr. Allardice has had a long career in the financial services industry, having worked for Morgan Stanley in a number of roles for 16 years as well as with Smith Barney and Deutsche Bank Americas Holding Corp. Mr. Allardice currently serves as a director, and chairman of the audit committee, of a number of companies, including Hartford Financial Group, Ellington Housing Inc. and Ellington Residential Mortgage REIT. Mr. Allardice received a Bachelor of Arts with Honors from Yale University in 1968 and an M.B.A. from Harvard Business School in 1974.

Daniel R. Bradshaw has been a director since the closing of our IPO. Since 1978, Mr. Bradshaw has worked at the law firm of Johnson Stokes & Master, now Mayer Brown JSM, in Hong Kong, from 1983 to 2003 as a partner and since 2003 as a senior consultant. In addition, Mr. Bradshaw is an independent non-executive director of Pacific Basin Shipping Company Limited, an independent

non-executive director of IRC Limited, an affiliate of Petropavlovsk PLC, a non-executive director of Euronav NV, and a director of Greenship Offshore Manager Ptd. Ltd, a company in the Bourbon group owning and demise chartering supply vessels. Mr. Bradshaw received a Master of Laws degree from the Victoria University of Wellington in 1971.

David P. Conner has been a member of our board of directors since October 2014. Mr. Conner has a long history in the banking industry, most recently as chief executive officer of OCBC Bank Ltd. in Singapore from 2002 to 2012. Prior to OCBC, Mr. Conner worked for Citibank for 26 years. Until recently, Mr. Conner served as a director on the board of OCBC Bank Ltd., where he also sat on the executive committee and risk management committee. In 2015, Mr. Conner was appointed a member of the Washington University Medical Finance Committee and on January 1, 2016 he was appointed a director of Standard Chartered Bank plc. Mr. Conner also sits on the risk committee, audit committee and financial crime risk committee of Standard Chartered Bank plc. Mr. Conner received a Bachelor of Arts degree from Washington University in St. Louis in 1974 and an M.B.A. from Columbia University Business School in 1976.

Pamela M. Gibson has been a director since the closing of our IPO. Since 1984, Ms. Gibson has worked at the law firm of Shearman & Sterling LLP, from 1990 as a partner and since 2005 as of counsel, advising non-U.S. global companies on capital markets transactions, governance, compliance and other corporate strategic matters with a focus on the oil and gas; metals and mining; and telecom and technology sectors. Ms. Gibson was the managing partner of both the Toronto (1990 to 1995) and London (1995 to 2002) offices and the head of the European and Asian Capital Markets Group (2002 to 2004) at Shearman & Sterling LLP. In addition, Ms. Gibson is an independent non-executive director of Eldorado Gold Corporation. Ms. Gibson received a Bachelor of Arts degree, with distinction, from York University in 1974, a Bachelor of Laws degree from Osgoode Hall Law School in 1977 and a Master of Laws degree from New York University in 1984.

Peter G. Livanos has been a director since the closing of our IPO. Mr. Livanos is the Chairman of GasLog and a member of GasLog’s board of directors. Mr. Livanos founded our affiliate GasLog LNG Services in 2001. He has served as the Chairman since GasLog was incorporated in July 2003 and he held the role of chief executive officer from January 2012 until January 2013. Mr. Livanos is the chairman and sole shareholder of Ceres Shipping, an international shipping group. He also serves as chairman of several of Ceres Shipping’s subsidiaries, including DryLog Ltd., a company engaged in dry bulk shipping investments. In 1989 Mr. Livanos formed Seachem Tankers Ltd., which in 2000 combined with Odfjell ASA (later renamed Odfjell SE). He served on the board of directors of Odfjell SE until 2008. Mr. Livanos was appointed to the board of directors of Euronav NV, an independent owner and operator of oil tankers in 2005 and served until December 2015. Between April 2009 and July 2014 he was appointed Vice-Chairman of Euronav NV and from July 2014 to December 2015 he served as its Chairman. Mr. Livanos is a graduate of Columbia University. He is the first cousin of Philip Radziwill, a member of GasLog’s board of directors.

Anthony S. Papadimitirou has been a director since our 2015 annual meeting. Mr. Papadimitriou is the managing partner of the law firm A.S. Papadimitriou and Partners, a position he has held since 1990. From 1986 until 2005, Mr. Papadimitriou served as legal counsel for Olympic Shipping & Management S.A, an affiliate of the Onassis Foundation, and since 1995 he has been the coordinator of the Executive Committee of the commercial activities controlled by the Onassis Foundation. In addition, Mr. Papadimitriou has been a member of the board of directors of the Alexander S. Onassis Public Benefit Foundation since 1988, serving as the president of the board since 2005. Mr. Papadimitriou also serves as a director of Global Finance S.A., a Greek investment firm. Mr. Papadimitriou is a graduate of the Athens University Law School and holds a postgraduate degree in maritime and transport law from the University Aix-en-Provence, a B.Sc. from the London School of Economics and a Ph.D. from the National and Kapodistrian University of Athens.

Andrew J. Orekar has served as our CEO since the closing of our IPO. Prior to joining the Partnership, Mr. Orekar served as Managing Director at Goldman, Sachs & Co., where he advised global natural resources and energy companies on mergers and acquisitions, corporate finance and capital markets transactions. Mr. Orekar joined Goldman Sachs in 1998 and held positions of increasing responsibility within the Investment Banking Division during his 15-year

career. He was appointed Managing Director and global head of chemicals investment banking in 2009. Mr. Orekar received B.S. (Wharton School, Finance) and B.A. (English) degrees from the University of Pennsylvania.

Simon P. Crowe has served as our Chief Financial Officer (“CFO”) since our inception. He has also served as chief financial officer of GasLog since April 2013. From 2009 until 2012, Mr. Crowe was chief financial officer of Subsea 7, an engineering, construction and services contractor to the offshore energy industry. Subsea 7 is a global business, listed on the Norwegian Stock Exchange that employs 12,000 people and operates in over 15 countries. Prior to 2009, Mr. Crowe worked for Transocean Ltd., the world’s largest offshore drilling contractor, most recently as vice president, strategy and planning, and prior to that as Finance Director for Transocean Ltd.’s Europe and Africa operations. Mr. Crowe is a member of the Chartered Institute of Management Accountants. Mr. Crowe holds a degree in physics from the University of Liverpool.

Graham Westgarth has served as our Chief Operating Officer (“COO”) since our inception. He was appointed chief executive vice president, operations and strategy, of GasLog in January 2013 and promoted to COO in June 2013. From 1999 through 2012, Mr. Westgarth was a member of the Senior Leadership team of Teekay Shipping, most recently serving as executive vice president of innovation, technology and projects of Teekay Shipping, which included commercial and operational responsibility for a number of floating storage and offloading vessels. From 2001 to 2010, Mr. Westgarth served as president of Teekay Marine Services with responsibility for 5,000 sea and shore staff and the technical management of 200 vessels. During this period he also served as chief executive officer of Teekay Petrojarl following its acquisition by Teekay Corporation. Mr. Westgarth was the chairman of INTERTANKO, an industry organization, which represents 80% of the world’s independent tanker owners and operators between 2009 and 2014. He is an ex-Master Mariner and graduate of the Columbia University Senior Executive Development Program.

Board Leadership Structure

Our board leadership structure consists of our Executive Chairman and the chairmen of our board committees. Our operational management is headed by our CEO. Mr. Orekar, as CEO, is responsible for the day-to-day operations of the Partnership, which includes decisions relating to the Partnership’s general management and control of its affairs and business and works with our board in developing our business strategy. The board of directors does not have a policy mandating that the roles of CEO and Executive Chairman be held by separate individuals, but believes that at this time the separation of such roles is appropriate and beneficial to unitholders.

B. Compensation of Directors and Senior Management

Reimbursement of Expenses of Our General Partner

Our general partner does not receive compensation from us for any services it provides on our behalf, although it is entitled to reimbursement for expenses incurred on our behalf. In addition, our operating subsidiaries reimburse GasLog LNG Services for expenses incurred pursuant to the amended ship management agreements that our operating subsidiaries are party to with GasLog LNG Services. See “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Ship Management Agreements”.

Executive Compensation

The Partnership has entered into an employment agreement with Curtis V. Anastasio, the Executive Chairman of our board of directors. A subsidiary of GasLog has entered into an employment agreement with Andrew J. Orekar, our CEO. Each agreement provides for an annual cash incentive bonus based in part on performance relative to pre-established targets. The services of our executive officers and other employees are provided pursuant to the administrative services agreement, under which we pay an annual fee. For the year ended December 31, 2015, the amount of compensation we paid to our executive officers, including annual and long-term cash incentive compensation that was paid to such officers, as well as aggregate fees for administrative services

provided under the administrative services agreement, totaled $1.53 million. See “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Administrative Services Agreement”. Our officers and employees and officers and employees of our subsidiaries and affiliates of GasLog and our general partner may participate in employee pension and benefit plans and arrangements sponsored by GasLog, GasLog subsidiaries, our general partner or their affiliates, including plans that may be established in the future. We did not set aside or accrue any amounts in the year ended December 31, 2015 to provide pension, retirement or similar benefits to our senior management.

Compensation of Directors

Each non-management director receives compensation for attending meetings of our board of directors, as well as committee meetings. Non-management directors each receive a director fee of $100,000 per year. Members of the audit and conflicts committees each receive a committee fee of $25,000 and the Chairpersons of such committees receive a fee of $50,000 per year. Pursuant to the administrative services agreement, we pay directly to GasLog the director fees for any appointed directors who are also directors of GasLog. Our Executive Chairman receives director fees totaling $250,000. Each director may elect that all or a portion of the above fees will be paid in units rather than cash. In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings of the board of directors or committees.

We did not set aside or accrue any amounts in the year ended December 31, 2015 to provide pension, retirement or similar benefits to our directors.

Equity Compensation Plan

In January 2015, our board of directors approved the GasLog Partners LP 2015 Long-Term Incentive Plan (the “Plan”). The purpose of the Plan is to promote the interests of the Partnership and its unitholders by attracting and retaining exceptional directors, officers, employees and consultants and enabling such individuals to participate in the long-term growth and financial success of the Partnership.

The Plan provides for the grant of options to purchase our common units, common unit appreciation rights, restricted common units, phantom performance common units, cash incentive awards and other equity-based or equity-related awards. We have reserved for issuance a total of 241,447 common units under the Plan (equal to approximately 1.7% of the 14,322,358 common units outstanding as of December 31, 2014), subject to adjustment for changes in capitalization as provided in the Plan. The Plan is administered by our board of directors, or such committee of our board of directors as may be designated by our board of directors to administer the Plan.

In April 1, 2015, we granted our executive officers an aggregate of 16,999 restricted common units and 16,999 phantom performance common units, with an aggregate fair value as of the grant date of $0.82 million. These awards vest on the third anniversary of the grant date, subject to the recipients’ continued service; vesting of the phantom stock units is also subject to the achievement of certain performance targets. They may be settled in cash or common units, or a combination thereof, at our discretion.

C. Board Practices

In accordance with our partnership agreement, our general partner has delegated to our board of directors the authority to oversee and direct our operations, management and policies on an exclusive basis, and such delegation will be binding on any successor general partner of the partnership. Our general partner, GasLog Partners GP LLC, is wholly owned by GasLog. Our executive officers, all of whom are employed by GasLog or its applicable affiliate, manage our day-to-day activities consistent with the policies and procedures adopted by our board of directors.

Our board of directors consists of seven members, Curtis V. Anastasio, Robert B. Allardice III, Daniel R. Bradshaw, David P. Conner, Pamela M. Gibson, Peter G. Livanos and Anthony S. Papadimitriou. At our first annual meeting of unitholders, Curtis V. Anastasio, David P.Conner,

Peter G. Livanos and Anthony S. Papadimitriou were appointed by our general partner in its sole discretion and Robert B. Allardice III, Daniel R. Bradshaw and Pamela M. Gibson were elected by our common unitholders. The three directors elected by our common unitholders, as well as Mr. Conner and Mr. Papadimitriou were determined by our board to be independent under the standards of the NYSE and the rules and regulations of the SEC. Three of the elected directors also qualify as independent of GasLog under our partnership agreement so as to be eligible for membership on our conflicts committee. Directors appointed by our general partner serve as directors for terms determined by our general partner. Directors elected by our common unitholders are divided into classes serving staggered three-year terms. At our 2015 annual meeting, Robert B. Allardice III was elected as a Class I director, Pamela Gibson was elected as a Class II director and Daniel Bradshaw was appointed as a Class III director to hold office until the 2016, 2017 and 2018 annual meetings respectively. At each subsequent annual meeting of unitholders, directors will be elected to succeed the class of director whose term has expired by a plurality of the votes of the common unitholders. Directors elected by our common unitholders will be nominated by the board of directors or by any limited partner or group of limited partners that holds at least 10% of the outstanding common units.

If our general partner exercises its right to transfer the power to elect a majority of our directors to the common unitholders, an additional director will thereafter be elected as a Class III director by our common unitholders. Our general partner may exercise this right in order to permit us to claim, or continue to claim, an exemption from U.S. federal income tax under Section 883 of the Code. See “Item 4. Information on the Partnership—B. Business Overview—Taxation of the Partnership”.

Each outstanding common unit is entitled to one vote on matters subject to a vote of common unitholders. However, if at any time, any person or group owns beneficially more than 4.9% of any class of units then outstanding, any such units owned by that person or group in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders, calculating required votes (except for purposes of nominating a person for election to our board of directors), determining the presence of a quorum or for other similar purposes under our partnership agreement, unless otherwise required by law. Effectively, this means that the voting rights of any such common unitholders in excess of 4.9% will be redistributed pro rata among the other common unitholders holding less than 4.9% of the voting power of all classes of units entitled to vote. Our general partner, its affiliates and persons who acquired common units with the prior approval of our board of directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors. This limitation will support our claim of an exemption from U.S. federal income tax under Section 883 of the Code in the event our general partner transfers the power to elect one director to the common unitholders.

Committees of the Board of Directors

Audit Committee

We have an audit committee that, among other things, reviews our external financial reporting, engages our external auditors and oversees our internal audit activities and procedures and the adequacy of our internal accounting controls. Our audit committee is comprised of Robert B. Allardice III, Daniel R. Bradshaw, David P. Conner and Pamela M. Gibson, with Robert B. Allardice III serving as the chair of the audit committee. Our board of directors has determined that each of Robert B. Allardice III, Daniel R. Bradshaw, David P. Conner and Pamela M. Gibson satisfies the independence standards established by the NYSE, and that Robert B. Allardice III qualifies as an “audit committee financial expert” for purposes of SEC rules and regulations. Donald J. Kintzer served as chairman of our audit committee from the closing of our IPO until March 2015.

Conflicts Committee

We also have a conflicts committee that is available at the board of directors’ discretion to review specific matters that the board of directors believes may involve conflicts of interest. The

conflicts committee will determine if the resolution of the conflict of interest is fair and reasonable to us. The members of the conflicts committee must meet the independence standards established by the NYSE and the SEC to serve on an audit committee of a board of directors, and may not be any of the following: (a) officers or employees of our general partner, (b) officers, directors or employees of any affiliate of our general partner (other than the Partnership and its subsidiaries) or (c) holders of any ownership interest in the general partner, its affiliates or the Partnership and its subsidiaries (other than (x) common units or (y) awards granted pursuant to any long-term incentive plan, equity compensation plan or similar plan of the Partnership or its subsidiaries). Any matters approved by the conflicts committee will be conclusively deemed to be fair and reasonable to us, approved by all of our partners and not a breach by our directors, our general partner or its affiliates of any duties any of them may owe us or our unitholders. Our conflicts committee is comprised of Robert B. Allardice III, Daniel R. Bradshaw and Pamela M. Gibson, with Daniel R. Bradshaw serving as chair of the conflicts committee. For additional information about the conflicts committee, see “Item 6. Directors, Senior Management and Employees—C. Board Practices—Committees of the Board of Directors—Conflicts Committee”.

Employees of affiliates of GasLog provide services to us under the administrative services agreement. See “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Administrative Services Agreement”.

Our officers and the other individuals providing services to us or our subsidiaries may face a conflict regarding the allocation of their time between our business and the other business interests of GasLog or its affiliates. Our officers and such other individuals providing services to us or our subsidiaries intend to devote as much time to the management of our business and affairs as is necessary for the proper conduct of our business and affairs.

Whenever our general partner makes a determination or takes or declines to take an action in its individual capacity rather than in its capacity as our general partner, it is entitled to make such determination or to take or decline to take such other action free of any fiduciary duty or obligation whatsoever to us or any limited partner, and our general partner is not required to act in good faith or pursuant to any other standard imposed by our partnership agreement or under the Marshall Islands Act or any other law. Specifically, our general partner will be considered to be acting in its individual capacity if it exercises its call right, pre-emptive rights, registration rights or right to make a determination to receive common units in a resetting of the target distribution levels related to its incentive distribution rights, consents or withholds consent to any merger or consolidation of the partnership, appoints any directors or votes for the appointment of any director, votes or refrains from voting on amendments to our partnership agreement that require a vote of the outstanding units, voluntarily withdraws from the partnership, transfers (to the extent permitted under our partnership agreement) or refrains from transferring its units, general partner interest or the incentive distribution rights it owns or votes upon the dissolution of the partnership. Actions of our general partner, which are made in its individual capacity, will be made by GasLog as sole member of our general partner.

Corporate Governance

The board of directors and our Partnership’s management engage in an ongoing review of our corporate governance practices in order to oversee our compliance with the applicable corporate governance rules of the NYSE and the SEC.

We have adopted a Code of Business Conduct and Ethics for all directors, officers, employees and agents of the Partnership.

This document and other important information on our governance are posted on our website and may be viewed at http://www.gaslogmlp.com . Reference to our website is for informational purposes only; our website is not incorporated by reference in this annual report. We will also provide a paper copy of any of these documents upon the written request of a unitholder at no cost. Unitholders may direct their requests to the attention of our General Counsel, c/o GasLog Monaco S.A.M., Gildo Pastor Center, 7 Rue du Gabian, MC 98000, Monaco.

Exemptions from NYSE Corporate Governance Rules

Because we qualify as a foreign private issuer under SEC rules, we are permitted to follow the corporate governance practices of the Marshall Islands (the jurisdiction in which we are organized) in lieu of certain of the NYSE corporate governance requirements that would otherwise be applicable to us. The NYSE rules do not require a listed company that is a foreign private issuer to have a board of directors that is comprised of a majority of independent directors. Under Marshall Islands law, we are not required to have a board of directors comprised of a majority of directors meeting the independence standards described in the NYSE rules. In addition, the NYSE rules do not require limited partnerships like us to have boards of directors comprised of a majority of independent directors. Accordingly, our board of directors is not required to be comprised of a majority of independent directors.

The NYSE rules do not require foreign private issuers or limited partnerships like us to establish a compensation committee or a nominating/corporate governance committee. Similarly, under Marshall Islands law, we are not required to have a compensation committee or a nominating/corporate governance committee. Accordingly, we do not have a compensation committee or a nominating/corporate governance committee.

D. Employees

Other than our Executive Chairman, we do not directly employ any on-shore employees or seagoing employees. As of December 31, 2015, GasLog employed (directly and through ship managers) approximately 1,214 seafaring staff who serve on its owned and managed vessels (including our fleet) as well as 162 shore-based staff. GasLog and its affiliates may employ additional staff to assist us as we grow. GasLog, through certain of its subsidiaries, provides onshore advisory, commercial, technical and operational support to our operating subsidiaries pursuant to the amended ship management agreements, subject to any alternative arrangements made with the applicable charterer. See “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Ship Management Agreements”.

LNG marine transportation is a specialized area requiring technically skilled officers and personnel with specialized training. We and GasLog regard attracting and retaining motivated, well-qualified seagoing and shore-based personnel as a top priority, and GasLog offers its people competitive compensation packages. In addition, GasLog provides intensive onboard training for its officers and crews to instill a culture of the highest operational and safety standards. As a result, GasLog has historically enjoyed high retention rates. In 2015, GasLog’s retention rate was 96% for seagoing senior officers, 98% for other seagoing officers and 96% for shore staff.

In addition, the services of our executive officers and other employees are provided pursuant to the administrative services agreement, under which we pay an annual fee. See “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Administrative Services Agreement”.

E. Share Ownership

The common units beneficially owned by our directors and executive officers and/or entities affiliated with these individuals is disclosed in “Item 7. Major Unitholders and Related Party Transactions—A. Major Unitholders” below. For information regarding arrangements for involving the employees in the capital of the company, see “Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Senior Management”.

ITEM 7. MAJOR UNITHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Unitholders

The following table sets forth certain information regarding the beneficial ownership of our outstanding common units as of February 11, 2016 held by:

•

each of our executive officers;

•

each of our directors;

•

all our directors and officers as a group; and

•

each holder known to us to beneficially own 5% or more of our units;

Beneficial ownership is determined in accordance with SEC rules. Percentage computations are based on an aggregate of 21,822,358 common units outstanding as of February 11, 2016. Each issued and outstanding common unit entitles the unitholder to one vote. Information for certain holders is based on their latest filings with the SEC or information delivered to us. Except as noted below, the address of all unitholders, officers and directors identified in the table and the accompanying footnotes below is in care of our principal executive offices.


Name of Beneficial Owner	Common Units Beneficially Owned					Subordinated Units Beneficially Owned					Percentage of Total Common and Subordinated Units Beneficially Owned
Name of Beneficial Owner	Number		Percent			Number		Percent
Directors and officers
Curtis V. Anastasio		*		*			—		—	%		*	%
Robert B. Allardice III		*		*			—		—	%		*	%
Daniel R. Bradshaw		—		—			—		—	%		—	%
David P. Conner		*		*			—		—	%		*	%
Pamela M. Gibson		*		*			—		—	%		*	%
Peter G. Livanos		525,010		2.40	%		—		—	%		*	%
Anthony S. Papadimitriou
Andrew J. Orekar		*		*			—		—	%		*	%
Simon P. Crowe		*		*			—		—	%		*	%
Graham Westgarth		*		*			—		—	%		*	%
All directors and officers as a group		640,109		2.93	%		—		—	%		2.02	%
Other 5% beneficial owners
GasLog Ltd. ⁽¹⁾		162,358		0.74	%		9,822,358		100	%		31.55	%
Basic Management Company Inc. ⁽²⁾		2,380,952		10.91	%		—		—	%		7.52	%
OppenheimerFunds, Inc. ⁽³⁾		1,543,934		7.08	%		—		—	%		4.88	%
Kayne Anderson Capital Advisors, L.P. & Richard A Kayne ⁽⁴⁾		1,842,691		8.44	%		—		—	%		5.82	%

⁽¹⁾

GasLog Ltd. is effectively controlled by its chairman, Peter G. Livanos, who is deemed to beneficially own, directly or indirectly, 40.7% of the issued and outstanding common shares of GasLog Ltd. Excludes the 2.0% general partner interest held by our general partner, a wholly owned subsidiary of GasLog Ltd.

⁽²⁾

Based on information contained in the Schedule 13D that was filed with the SEC on May 22, 2014, as amended by Amendment No. 1 filed on September 30, 2014, by Basic Management Company Inc., or “Basic Management”, and John Stanislas Albert Radziwill, Mr. Radziwill beneficially owns 100% of the outstanding equity of Basic Management. John Stanislas Albert Radziwill is the father of GasLog’s Director, Philip Radziwill, and the uncle of our director Peter G. Livanos, who is also Chairman of GasLog.

⁽³⁾

Based on information contained in the Schedule 13G filed with the SEC on February 2, 2016. OppenheimerFunds, Inc. has shared voting and dispositive power over 1,543,934 common units. The prior amendment filed on March 10, 2015 indicated that Oppenheimer SteelPath MLP Select 440 Fund has shared voting and dispositive power over 1,036,378 common units.

⁽⁴⁾

Based on information contained in the Schedule 13G filed with the SEC on February 1, 2016. Kayne Anderson Capital Advisors, L.P. and Richard A. Kayne have shared voting and dispositive power over the common units.

Less than 1%.

In May 2014, the Partnership completed its IPO and our common units began trading on the NYSE. In connection with the IPO, we issued 9,822,358 common units, 9,822,358 subordinated units

and 400,913 general partner units. In September 2014, GasLog Partners completed a follow-on public offering of 4,500,000 common units. In connection with the September 2014 offering, the Partnership issued 91,837 general partner units to its general partner in order for GasLog to retain its 2.0%. In June 2015, the Partnership completed a follow-on public offering of 7,500,000 common units. In connection with this offering, the Partnership issued 153,061 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest.

Each outstanding common unit is entitled to one vote on matters subject to a vote of common unitholders. However, to preserve our ability to claim an exemption from U.S. federal income tax under Section 883 of the Code, if at any time any person or group owns beneficially more than 4.9% of any class of units then outstanding, any units beneficially owned by that person or group in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders, calculating required votes (except for purposes of nominating a person for election to our board of directors), determining the presence of a quorum or for other similar purposes under our partnership agreement, unless otherwise required by law. Effectively, this means that the voting rights of any such unitholders in excess of 4.9% will be redistributed pro rata among the other common unitholders holding less than 4.9% of the voting power of all classes of units entitled to vote. Our general partner, its affiliates and persons who acquired common units with the prior approval of our board of directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors.

As a result of its ownership of the general partner, and the fact that the general partner elects the majority of the Partnership’s directors in accordance with the Partnership Agreement, GasLog has the ability to control the Partnership’s affairs and policies. See “Item 6. Directors, Senior Management and Employees—C. Board Practices”. At the end of the subordination period, assuming no additional issuances of common units, GasLog will own 31.55% of our common units.

As of February 9, 2016, we had two common unitholders of record located in the United States. One of those shareholders was CEDE & CO., a nominee of The Depository Trust Company, which held in aggregate 21,657,600 common units, representing 99.2% of our outstanding common units and a 67.1% ownership interest in us. We believe that the shares held by CEDE & CO. include common units beneficially owned by both holders in the United Sates and non-U.S. beneficial owners.

B. Related Party Transactions

From time to time we have entered into agreements and have consummated transactions with certain related parties. We may enter into related party transactions from time to time in the future. The related party transactions that we have entered into or were party to during the year ended December 31, 2015 are discussed below.

Omnibus Agreement

On May 12, 2014, we entered into an omnibus agreement with GasLog, our general partner and certain of our other subsidiaries. The following discussion describes certain provisions of the omnibus agreement.

Noncompetition; Five-Year Vessel Restricted Business Opportunities

Under the omnibus agreement, GasLog has agreed, and has caused its controlled affiliates (other than us, our general partner and our subsidiaries) to agree, not to acquire, own, operate or charter any LNG carrier with a cargo capacity greater than 75,000 cbm engaged in oceangoing LNG transportation under a charter for five full years or more. For purposes of this section, we refer to these vessels, together with any related charters, as “Five-Year Vessels” and to all other LNG carriers, together with any related charters, as “Non-Five-Year Vessels”. In the event that GasLog acquires, operates or puts under charter a Five-Year Vessel, then GasLog will be required, within 30 calendar days after the consummation of the acquisition or the commencement of the operations

or charter, to notify us and offer us the opportunity to purchase such Five-Year Vessel at fair market value. The restrictions in this paragraph will not prevent GasLog or any of its controlled affiliates (other than us and our subsidiaries) from:


	(1)		acquiring, owning, operating or chartering Non-Five-Year Vessels;

	(2)		acquiring one or more Five-Year Vessels if GasLog promptly offers to sell the vessel to us for the acquisition price plus any administrative costs (including re-flagging and reasonable legal costs) associated with the transfer to us at the time of the acquisition;

	(3)		putting a Non-Five-Year Vessel under charter for five full years or more if GasLog offers to sell the vessel to us for fair market value (x) promptly after the time it becomes a Five-Year Vessel and (y) at each renewal or extension of that charter for five full years or more;

	(4)		acquiring one or more Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those vessels; provided, however, that:

(a)

if less than a majority of the value of the business or assets acquired is attributable to Five-Year Vessels, as determined in good faith by GasLog’s board of directors, GasLog must offer to sell such vessels to us for their fair market value plus any additional tax or other similar costs that GasLog incurs in connection with the acquisition and the transfer of such vessels to us separate from the acquired business; and

(b)

if a majority or more of the value of the business or assets acquired is attributable to Five-Year Vessels, as determined in good faith by GasLog’s board of directors, GasLog must notify us of the proposed acquisition in advance. Not later than 30 days following receipt of such notice, we will notify GasLog if we wish to acquire such vessels in cooperation and simultaneously with GasLog acquiring the Non-Five-Year Vessels. If we do not notify GasLog of our intent to pursue the acquisition within 30 days, GasLog may proceed with the acquisition and then offer to sell such vessels to us as provided in (a) above;


	(5)		acquiring a non-controlling equity ownership, voting or profit participation interest in any company, business or pool of assets;

	(6)		acquiring, owning, operating or chartering any Five-Year Vessel if we do not fulfill our obligation to purchase such vessel in accordance with the terms of any existing or future agreement;

	(7)		acquiring, owning, operating or chartering a Five-Year Vessel subject to the offers to us described in paragraphs (2), (3) and (4) above pending our determination whether to accept such offers and pending the closing of any offers we accept;

	(8)		providing ship management services relating to any vessel;

	(9)		owning or operating any Five-Year Vessel that GasLog owned on the closing date of the IPO and that was not part of our fleet as of such date; or

	(10)		acquiring, owning, operating or chartering a Five-Year Vessel if we have previously advised GasLog that we consent to such acquisition, ownership, operation or charter.

If GasLog or any of its controlled affiliates (other than us, our general partner or our subsidiaries) acquires, owns, operates or charters Five-Year Vessels pursuant to any of the exceptions described above, it may not subsequently expand that portion of its business other than pursuant to those exceptions. However, such Five-Year Vessels could eventually compete with our vessels upon their re-chartering.

In addition, under the omnibus agreement we have agreed, and have caused our subsidiaries to agree, to acquire, own, operate or charter Five-Year Vessels only. The restrictions in this paragraph will not:

(1)

prevent us or any of our subsidiaries from owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by us or any of our subsidiaries;

(2)

prevent us or any of our subsidiaries from acquiring Non-Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those vessels; provided, however, that:

(a)

if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by us, we must offer to sell such vessels to GasLog for their fair market value plus any additional tax or other similar costs that we incur in connection with the acquisition and the transfer of such vessels to GasLog separate from the acquired business; and

(b)

if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by us, we must notify GasLog of the proposed acquisition in advance. Not later than 30 days following receipt of such notice, GasLog must notify us if it wishes to acquire the Non-Five-Year Vessels in cooperation and simultaneously with us acquiring the Five-Year Vessels. If GasLog does not notify us of its intent to pursue the acquisition within 30 days, we may proceed with the acquisition and then offer to sell such vessels to GasLog as provided in (a) above;


	(3)		prevent us or any of our subsidiaries from acquiring, owning, operating or chartering any Non-Five-Year Vessels subject to the offer to GasLog described in paragraph (2) above, pending its determination whether to accept such offer and pending the closing of any offer it accepts; or

	(4)		prevent us or any of our subsidiaries from acquiring, owning, operating or chartering Non-Five-Year Vessels if GasLog has previously advised us that it consents to such acquisition, ownership, operation or charter.

If we or any of our subsidiaries acquires, owns, operates or charters Non-Five-Year Vessels pursuant to any of the exceptions described above, neither we nor such subsidiary may subsequently expand that portion of our business other than pursuant to those exceptions.

During the 30-day period after GasLog’s notice and offer of an opportunity to purchase a Five-Year Vessel, we and GasLog will negotiate in good faith to reach an agreement on the fair market value (and any applicable break-up costs) of the relevant vessel. If we do not reach an agreement within such 30-day period, a mutually-agreed upon investment banking firm, ship broker or other expert advisor will be engaged to determine the fair market value (and any applicable break-up costs) of the relevant vessel and other outstanding terms, and we will have the option, but not the obligation, to purchase the relevant vessel on such terms. Our ability to consummate the acquisition of such Five-Year Vessel from GasLog will be subject to obtaining any consents of governmental authorities and other non-affiliated third parties and to all agreements existing with respect to such Five-Year Vessel. See “Item 3. Key Information—D. Risk Factors—Risks Inherent in Our Business—We may have difficulty obtaining consents that are necessary to acquire vessels with an existing charter or a financing agreement”. Under the omnibus agreement, GasLog will indemnify the Partnership against losses arising from the failure to obtain any consent or governmental permit necessary to own or operate the fleet in substantially the same manner that the vessels were owned and operated by GasLog immediately prior to the Partnership’s acquisition of such vessels. See “—Indemnification”.

Upon a change of control of us or our general partner, the noncompetition provisions of the omnibus agreement will terminate immediately. Upon a change of control of GasLog, the noncompetition provisions of the omnibus agreement applicable to GasLog will terminate at the time that is the later of the date of the change of control and the date on which all of our outstanding subordinated units have converted to common units. On the date on which a majority of our directors ceases to consist of directors that were (1) appointed by our general partner prior to our first annual meeting of unitholders and (2) recommended for election by a majority of our appointed directors, the noncompetition provisions applicable to GasLog shall terminate immediately.

LNG Carrier Purchase Options

Under the omnibus agreement, we currently have the option to purchase from GasLog: (i) the Solaris and Hull Nos. 2072, 2073, 2102 and 2103 within 36 months after GasLog notifies our board of directors of their acceptance by their charterers, (ii) the GasLog Seattle and the Methane Lydon Volney within 36 months after the closing of our IPO on May 12, 2014 and (iii) as provided for under the addendum to the omnibus agreement dated April 21, 2015, among GasLog, GasLog Partners, our general partner and GasLog Partners Holdings, the Methane Becki Anne, and the Methane Julia Louise within 36 months after the completion of their acquisition by GasLog on March 31, 2015. In each case, our option to purchase is at fair market value as determined pursuant to the omnibus agreement.

If we and GasLog are unable to agree upon the fair market value of any of these optional vessels, the respective fair market values will be determined by a mutually acceptable investment banking firm, ship broker or other expert advisor, and we will have the right, but not the obligation, to purchase the vessel at such price. Our ability to consummate the acquisition of such vessels from GasLog will be subject to obtaining any consents of governmental authorities and other non-affiliated third parties and to all agreements existing as of the closing date in respect of such vessels. See “Item 3. Key Information—D. Risk Factors—Risks Inherent in Our Business—We may have difficulty obtaining consents that are necessary to acquire vessels with an existing charter or a financing agreement”.

On the date on which a majority of our directors ceases to consist of directors that were (1) appointed by our general partner prior to our first annual meeting of unitholders and (2) recommended for election by a majority of our appointed directors, the LNG carrier purchase options shall terminate immediately.

Rights of First Offer

Under the omnibus agreement, we and our subsidiaries have granted to GasLog a right of first offer on any proposed sale, transfer or other disposition of any Five-Year Vessels or Non-Five-Year Vessels owned by us. Under the omnibus agreement, GasLog has agreed (and has caused its subsidiaries to agree) to grant a similar right of first offer to us for any Five-Year Vessels they might own. These rights of first offer will not apply to a (1) sale, transfer or other disposition of vessels between any affiliated subsidiaries or pursuant to the terms of any current or future charter or other agreement with a charter party or (2) merger with or into, or sale of substantially all of the assets to, an unaffiliated third party.

Prior to engaging in any negotiation regarding any vessel disposition with respect to a Five-Year Vessel with a unaffiliated third party or any Non-Five-Year Vessel, we or GasLog, as the case may be, will deliver a written notice to the other relevant party setting forth the material terms and conditions of the proposed transaction. During the 30-day period after the delivery of such notice, we and GasLog, as the case may be, will negotiate in good faith to reach an agreement on the transaction. If we do not reach an agreement within such 30-day period, we or GasLog, as the case may be, will be able within the next 180 calendar days to sell, transfer, dispose or re-charter the vessel to a third party (or to agree in writing to undertake such transaction with a third party) on terms generally no less favorable to us or GasLog, as the case may be, than those offered pursuant to the written notice. Our ability to consummate the acquisition of such Five-Year Vessel from GasLog will be subject to obtaining any consents of governmental authorities and other non-affiliated third parties and to all agreements existing in respect of such Five-Year Vessel. See “Item 3. Key Information—D. Risk Factors—Risks Inherent in Our Business—We may have difficulty obtaining lenders’ or charterers’ consents that are necessary to acquire vessels with an existing charter or a financing agreement”.

Upon a change of control of us or our general partner, the right of first offer provisions of the omnibus agreement will terminate immediately. Upon a change of control of GasLog, the right of first offer provisions applicable to GasLog under the omnibus agreement will terminate at the time that is the later of the date of the change of control and the date on which all of our outstanding subordinated units have converted to common units. On the date on which a majority of our directors ceases to consist of directors that were (1) appointed by our general partner prior to our first annual meeting of unitholders and (2) recommended for election by a majority of our appointed directors, the provisions related to the rights of first offer granted to us by GasLog shall terminate immediately.

For purposes of the omnibus agreement, a “change of control” means, with respect to any “applicable person”, any of the following events: (a) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the applicable person’s assets to any other person, unless immediately following such sale, lease, exchange or other transfer such assets are owned, directly or indirectly, by the applicable person; (b) the consolidation or merger of the applicable person with or into another person pursuant to a transaction in which the outstanding voting securities of the applicable person are changed into or exchanged for cash, securities or other property, other than any such transaction where (i) the outstanding voting securities of the applicable person are changed into or exchanged for voting securities of the surviving person or its parent and (ii) the holders of the voting securities of the applicable person immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding voting securities of the surviving person or its parent immediately after such transaction; and (c) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Securities Exchange Act of 1934, or the “Exchange Act”), other than GasLog or its affiliates with respect to the general partner, being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding voting securities of the applicable person, except in a merger or consolidation which would not constitute a change of control under clause (b) above.

Indemnification

Under the omnibus agreement, GasLog will indemnify us after the closing of the IPO for a period of five years (and GasLog will indemnify us for a period of at least three years after our purchase of any vessels subject to purchase options, if applicable) against certain environmental and toxic tort liabilities with respect to the vessels that are contributed or sold to us to the extent arising prior to the time they were contributed or sold to us. Liabilities resulting from a change in law after the closing of the IPO are excluded from the environmental indemnity. There is an aggregate cap of $5 million on the amount of indemnity coverage provided by GasLog for environmental and toxic tort liabilities. No claim may be made unless the aggregate dollar amount of all claims exceeds $500,000, in which case GasLog is liable for claims only to the extent such aggregate amount exceeds $500,000.

GasLog will also indemnify us for liabilities related to:

•

certain defects in title to the fleet and any failure to obtain, prior to the time they were contributed to us, certain consents and permits necessary to conduct our business, which liabilities arise within three years after the closing of the IPO; and

•

certain tax liabilities attributable to the operation of the assets contributed or sold to us prior to the time they were contributed or sold.

Amendments

The omnibus agreement may not be amended without the prior approval of the conflicts committee of our board of directors if the proposed amendment will, in the reasonable discretion of our board of directors, adversely affect holders of our common units.

Administrative Services Agreement

On May 12, 2014, we entered into an administrative services agreement with GasLog, pursuant to which GasLog provides certain management and administrative services to us. The services provided under the administrative services agreements are required to be provided in a diligent manner, as we may reasonably direct.

The administrative services agreement will continue indefinitely until terminated by us upon 90 days’ notice for any reason in the sole discretion of our board of directors. In addition, the administrative services agreement may be terminated by GasLog upon 90 days’ notice if:

•

there is a change of control of us or our general partner;

•

a receiver is appointed for all or substantially all of our property;

•

an order is made to wind up our partnership;

•

a final judgment or order that materially and adversely affects our ability to perform the agreement is obtained or entered and not vacated, discharged or stayed; or

•

we make a general assignment for the benefit of our creditors, file a petition in bankruptcy or liquidation or commence any reorganization proceedings.

Under the administrative services agreement, certain officers of GasLog provide executive officer functions for our benefit. These officers are responsible for our day-to-day management subject to the direction of our board of directors. The services provided by Andrew Orekar, our CEO, are provided under the administrative services agreement pursuant to an employment agreement that he has entered into with a subsidiary of GasLog. Our board of directors has the ability to terminate the arrangement with GasLog regarding the provision of executive officer services to us at any time in its sole discretion.

The administrative services provided by GasLog include:

•

bookkeeping, audit and accounting services: assistance with the maintenance of our corporate books and records, assistance with the preparation of our tax returns and arranging for the provision of audit and accounting services;

•

legal and insurance services: arranging for the provision of legal, insurance and other professional services and maintaining our existence and good standing in necessary jurisdictions;

•

administrative and clerical services: assistance with personnel administration, payroll and office space, arranging meetings for our common unitholders pursuant to the partnership agreement, arranging the provision of IT services, providing all administrative services required for subsequent debt and equity financings and attending to all other administrative matters necessary to ensure the professional management of our business;

•

banking and financial services: providing cash management including assistance with preparation of budgets, overseeing banking services and bank accounts, arranging for the deposit of funds and monitoring and maintaining compliance therewith;

•

advisory services: assistance in complying with United States and other relevant securities laws;

•

client and investor relations: arranging for the provision of, advisory, clerical and investor relations services to assist and support us in our communications with our common unitholders; and

•

assistance with the integration of any acquired businesses.

GasLog receives a service fee in U.S. dollars of $0.6 million per vessel per year in connection with providing services under the administrative services agreement. Amounts payable by us under the administrative services agreement must be paid in advance on a monthly basis by the first working day of each month. The aggregate fees and expenses for services under the administrative services agreement for the year ended December 31, 2015 was $3.82 million, which related to the

five vessels acquired from GasLog in 2014 and the Methane Alison Victoria , the Methane Heather Sally and the Methane Shirley Elisabeth since their acquisition from GasLog in July 2015.

Under the administrative services agreement, we will indemnify GasLog against all actions which may be brought against it as a result of its performance of the administrative services including, without limitation, all actions brought under the environmental laws of any jurisdiction, and against and in respect of all costs and expenses they may suffer or incur due to defending or settling such actions; provided, however, that such indemnity excludes any or all losses to the extent that they are caused by or due to the fraud, gross negligence or willful misconduct of GasLog or its officers, employees and agents.

Ship Management Agreements

Each vessel in our fleet has entered into a ship management agreement with GasLog LNG Services, pursuant to which certain crew and technical services are provided by GasLog LNG Services. Under these ship management agreements, our operating subsidiaries pay fees to and reimburse the costs and expenses of the manager as described below.

Management services. Each amended ship management agreement requires that GasLog LNG Services and its subcontractors use their best endeavors to perform, among others, the following management services:

•

the provision of suitably and adequately qualified crew for the vessel in accordance with the requirements of the owner and the attendance to all matters pertaining to training, labor relations, insurance and amenities of the crew;

•

the provision of operational and technical management, including arrangement and supervision of drydockings, repairs, alterations and the upkeep of the vessel, arrangement for the victualling and storing of the vessels, appointment of surveyors and technical consultants and development, implementation and maintenance of a Safety Management System in accordance with the ISM Code;

•

the provision of applicable documentation of compliance and safety management certificates;

•

the provision of an accounting system that meets the requirements of the owner, regular accounting services and regular reports and records, and the maintenance of records of costs and expenditures incurred, as well as data necessary or proper for the settlement of accounts between the parties;

•

the procurement of all stores, spares, equipment, provisions, oils, fuels and any other goods, material or services to be supplied to the vessel;

•

the handling and settlement of claims relating to the vessel, including any claims involving the charterers;

•

the navigation of the vessel, handling of all necessary communication, and management of cargo operations of the vessel; and

•

the arrangement, maintenance and preparation for suitable moorings for vessels for lay-up.

Management fee. Pursuant to the amended ship management agreements, the vessel-owning subsidiaries, as owners, will pay a management fee of $46,000 per month to GasLog LNG Services, as manager, and will reimburse GasLog LNG Services for all expenses incurred on their behalf. The aggregate fees and expenses for services under these management agreements for the year ended December 31, 2015 were $3.59 million, which related to the five vessels acquired from GasLog in 2014, and the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally since their acquisition from GasLog in July 2015.

The management fee is subject to an annual adjustment. The adjustment will be agreed to between the parties in good faith on the basis of general inflation and proof of increases in actual costs incurred by GasLog LNG Services, as manager. Any dispute relating to the annual rate adjustment would be settled by dispute resolution provisions set forth in the applicable ship management agreement.

100

Term. Each ship management agreement continues indefinitely until terminated by either party as described below.

Automatic termination and termination by either party. Each ship management agreement will be deemed to be terminated if:

•

the vessel is sold, becomes a total loss, declared as a constructive, compromised or arranged total loss or is requisitioned for hire; or

•

an order is made or a resolution is passed for the winding up, dissolution, liquidation or bankruptcy of the other party (otherwise than for the purpose of a solvent reconstruction or amalgamation), a receiver or similar officer is appointed or the other party suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

Termination by the manager. Under each ship management agreement, the manager may terminate the ship management agreement with immediate effect by written notice if:

•

any money payable to the manager pursuant to the agreement has not been paid within 30 days of payment having been requested in writing by the manager;

•

the owner fails to cease employment of the vessel in an unlawful trade or on a voyage, which in the reasonable opinion of the manager, is unduly hazardous, within a reasonable time after receiving notice from the manager;

•

the relevant ship management agreement or any of the owner’s rights or obligations are assigned to any person or entity without the manager’s prior written agreement or approval; or

•

the owner elects to provide officers and, for any reason within their control, fails to (i) procure officers and ratings complying with the requirements of STCW 95 or (ii) instruct such officers and ratings to obey all reasonable orders of the managers in connection with the operating of the managers’ safety management system.

Termination by the owner. Under each ship management agreement, the owner may terminate the applicable agreement by giving 90 days’ written notice in the event that the manager, in the reasonable opinion of the owner, fails to manage the vessel in accordance with first class LNG ship management practice. The owner may also terminate the applicable agreement by giving 90 days’ notice if the manager fails to meet any material obligation of the ship management agreement or fails to meet any obligation under the ship management agreement that has a material adverse effect upon the owner, if such default is not capable of being remedied or the manager fails to remedy the default within a reasonable time to the satisfaction of the owner. Notwithstanding the foregoing, the owner may terminate the ship management agreement at any time for any reason by giving the manager not less than three months’ written notice.

Additional fees and provisions. Under each ship management agreement, the manager and its employees, agents and subcontractors will be indemnified by the owner against all actions that may be brought against them or incurred or suffered by them arising out of or in connection with their performance under such agreement; provided, however, that such indemnity excludes any or all losses that may be caused by or due to the fraud, gross negligence or willful misconduct of the manager or its employees, agents and subcontractors.

In May 2015, the Ship Management Agreements were amended to delete the annual incentive bonus and superintendent fees clauses, with effect from April 1, 2015.

Commercial Management Agreements

Our operating subsidiaries have entered into commercial management agreements with GasLog that were amended upon completion of the IPO, pursuant to which GasLog provides certain commercial management services to us. The annual commercial management fee is $540,000 for each vessel payable quarterly in advance. The aggregate fees and expenses under these commercial management agreements for the year ended December 31, 2015 were $2.34 million, which related to

101

the five vessels acquired from GasLog in 2014, and the Methane Alison Victoria , the Methane Heather Sally and the Methane Shirley Elisabeth since their acquisition from GasLog in July 2015.

The amended commercial management agreements require that GasLog use their best endeavors to perform, among others, the following management services:

•

the commercial operations, including providing chartering services in accordance with the vessel owners’ instructions (including seeking and negotiating employment for the vessels and the execution of charter parties or other contracts relating to the employment of the vessels), arranging payment to the owner’s account of all hire and/or freight revenues, calculating hire, freight and other money due from or to the charterer, issuing voyage instructions, appointing agents and surveyors and arranging surveys associated with the commercial operations;

•

the administration of invoicing and collection of hire payables; and

•

the assessment of the market on specific issues and provision of such consultancy services as the owners may from time to time require.

Contribution Agreement

On May 12, 2014, we entered into a contribution agreement with GasLog and certain of its subsidiaries that effected certain formation transactions in connection with our IPO, including the transfer of the ownership interests in our initial fleet, and the use of the net proceeds of the IPO.

Credit Facilities

On May 12, 2014, we entered into a $30.0 million revolving credit facility with GasLog to be used for general partnership purposes. The Sponsor Credit Facility is unsecured and provides for an availability period of 36 months, and bears interest at a rate of 5% per annum, with no commitment fee for the first year. After the first year, the interest will increase to a rate of 6% per annum, with an annual 2.4% commitment fee on the undrawn balance. The balance outstanding as of December 31, 2015 was $15.0 million. For a more detailed description of this credit facility, please read “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Borrowing Activities—Revolving Credit Facility with GasLog”.

In connection with the acquisition of the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally in July 2015, we and GasLog Partners Holdings entered into a guarantee agreement pursuant to which we and GasLog Partners Holdings guaranteed the obligations of GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty-one Ltd. under the then existing facility agreement between such entities as borrowers, Citibank N.A., London Branch, as mandated lead arranger, bookrunner and security agent, the financial institutions listed in Schedule 1 thereto as lenders and Citibank International Plc as agent of the other finance parties.

Indemnification Agreements

We have entered into indemnification agreements with our directors and officers which provide, among other things, that we will indemnify our directors and officers, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines, settlements and fees that they may be required to pay in actions or proceedings to which they are or may be made a party by reason of such person’s position as a director, officer, employee or other agent of the Partnership, subject to, and to the maximum extent permitted by, applicable law.

Share Purchase Agreements

On August 14, 2014, we entered into a Share Purchase Agreement to purchase from GasLog Carriers, a direct subsidiary of GasLog, 100% of the ownership interests in GAS-sixteen Ltd. and GAS-seventeen Ltd., the entities that owned the Methane Rita Andrea and the Methane Jane Elizabeth , respectively, for an aggregate purchase price of $328.0 million. GasLog had purchased the Methane Rita Andrea and the Methane Jane Elizabeth from MSL in April 2014. The acquisition closed on September 29, 2014. In connection with the transaction, the Partnership acquired GAS-

102

sixteen Ltd. and GAS-seventeen Ltd. with $2.0 million of positive net working capital existing at the time of closing.

At the time of the acquisition, we and GasLog Partners Holdings entered into a guarantee agreement pursuant to which we and GasLog Partners Holdings guaranteed the obligations of GAS-sixteen Ltd., GAS-seventeen Ltd. and GAS-eighteen Ltd. (an entity held by GasLog) under the then existing facility agreement between such entities as borrowers, Citibank, N.A., London Branch, or “Citibank”, as mandated lead arranger, the financial institutions listed in Schedule 1 thereto as lenders, Citibank as bookrunner, Citibank International Plc as agent of the other finance parties and Citibank as security agent and trustee. These guarantees were released when that facility was prepaid and terminated with funds from our Partnership Facility.

In addition, in connection with the acquisition, GAS-sixteen Ltd. and GAS-seventeen Ltd. have entered into ship management and commercial management agreements with GasLog. See “Item 7. Major Unitholders and Related Party Transaction—B. Related Party Transactions”.

On June 22, 2015, we entered into a Share Purchase Agreement to purchase from GasLog Carriers, a direct subsidiary of GasLog, 100% of the ownership interests in GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty-one Ltd., the entities that owned the Methane Alison Victoria, the Methane Shirley Elisabeth and the Methane Heather Sally , respectively, for an aggregate purchase price of $483.0 million. GasLog had purchased the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally from MSL in June 2014. The acquisition closed on July 1, 2015. In connection with the transaction, the Partnership acquired GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty-one Ltd. with $3.0 million of positive net working capital existing at the time of closing.

With respect to the GasLog Sydney , whose charter was shortened by 8 months under the agreement that we signed with MSL on April 21, 2015, if MSL does not exercise the charter extension options for the GasLog Sydney , and GasLog Partners does not enter into a third-party charter for the GasLog Sydney , GasLog and GasLog Partners intend to enter into a bareboat or time charter arrangement that is designed to guarantee the total cash distribution from the vessel for any period of charter shortening.

Other Related Party Transactions

As a result of our relationships with GasLog and its affiliates, we, our general partner and our subsidiaries have entered into or will enter into various agreements that will not be the result of arm’s length negotiations. We generally refer to these agreements and the transactions that they provide for as “transactions with affiliates” or “related party transactions”.

Our partnership agreement sets forth procedures by which future related party transactions may be approved or resolved by our board of directors. Pursuant to our partnership agreement, our board of directors may, but is not required to, seek the approval of a related party transaction from the conflicts committee of our board of directors or from the common unitholders (excluding common units owned by our general partner and its affiliates). Neither our general partner nor our board of directors will be in breach of their obligations under the partnership agreement or their duties stated or implied by law or equity if the transaction is approved by the conflicts committee or the requisite majority of the unitholders. If approval of the conflicts committee is sought, then the conflicts committee will be authorized to consider any and all factors as it determines to be relevant or appropriate under the circumstances and it will be presumed that, in making its decision, the conflicts committee acted in good faith. In order for a determination or other action to be in “good faith” for purposes of the partnership agreement, the person or persons making such determination or taking or declining to take such other action must reasonably believe that the determination or other action is in our best interests.

Our conflicts committee is comprised of three members of our board of directors. The conflicts committee is available at the board of directors’ discretion to review specific matters that the board of directors believes may involve conflicts of interest. The members of the conflicts committee must and do meet the independence standards established by the NYSE and the SEC to serve on an

103

audit committee of a board of directors, and are not and may not be any of the following: (a) officers or employees of our general partner, (b) officers, directors or employees of any affiliate of our general partner (other than the Partnership and its subsidiaries) or (c) holders of any ownership interest in the general partner, its affiliates or the Partnership and its subsidiaries (other than (x) common units or (y) awards granted pursuant to any long-term incentive plan of the Partnership or its subsidiaries).

Transactions with our affiliates that are not approved by the conflicts committee and that do not involve a vote of unitholders must be on terms no less favorable to us than those generally provided to or available from unrelated third parties or be “fair and reasonable” to us. In determining whether a transaction or resolution is “fair and reasonable”, our board of directors may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us. If our board of directors does not seek approval by the conflicts committee or the requisite majority of the unitholders and instead determines that the terms of a transaction with an affiliate are no less favorable to us than those generally provided to or available from unrelated third parties or are “fair and reasonable” to us, it will be presumed that, in making its decision, our board of directors acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.

C. Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

See “Item 18. Financial Statements” below.

Legal Proceedings

We have not been involved in any legal proceedings that we believe may have a significant effect on our business, financial position, results of operations or liquidity, and we are not aware of any proceedings that are pending or threatened that may have a material effect on our business, financial position, results of operations or liquidity. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, principally property damage and personal injury claims. We expect that those claims would be covered by insurance, subject to customary deductibles. However, those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.

Our Cash Distribution Policy

Rationale for Our Cash Distribution Policy

Our cash distribution policy reflects a judgment that our unitholders are better served by our distributing our available cash (after deducting expenses, including estimated maintenance and replacement capital expenditures and reserves) rather than retaining it, because we believe we will generally finance any expansion capital expenditures from external financing sources. Our cash distribution policy is consistent with the terms of our partnership agreement, which requires that we distribute all of our available cash quarterly (after deducting expenses, including estimated maintenance and replacement capital expenditures and reserves).

Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy

There is no guarantee that unitholders will receive quarterly distributions from us. Our distribution policy is subject to certain restrictions and may be changed at any time, including:

104

•

Our unitholders have no contractual or legal right to receive distributions unless there is available cash at the end of each quarter as defined in our partnership agreement. The determination of available cash is subject to the broad discretion of our board of directors to establish reserves and other limitations.

•

We are subject to restrictions on distributions under our financing agreements. Our financing agreements contain material financial tests and covenants that must be satisfied in order to pay distributions. If we are unable to satisfy the restrictions included in any of our financing agreements or are otherwise in default under any of those agreements, as a result of our debt levels or otherwise, we will not be able to make cash distributions to you, notwithstanding our stated cash distribution policy. These financial tests and covenants are described in this annual report in “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources”.

•

We are required to make substantial capital expenditures to maintain and replace our fleet. These expenditures may fluctuate significantly over time, particularly as our vessels near the end of their useful lives. In order to minimize these fluctuations, our partnership agreement requires us to deduct estimated, as opposed to actual, maintenance and replacement capital expenditures from the amount of cash that we would otherwise have available for distribution to our unitholders. In years when estimated maintenance and replacement capital expenditures are higher than actual maintenance and replacement capital expenditures, the amount of cash available for distribution to unitholders will be lower than if actual maintenance and replacement capital expenditures were deducted.

•

Although our partnership agreement requires us to distribute all of our available cash, our partnership agreement, including provisions contained therein requiring us to make cash distributions, may be amended. During the subordination period, with certain exceptions, our partnership agreement may not be amended without the approval of non-affiliated common unitholders. After the subordination period has ended, our partnership agreement can be amended with the approval of a majority of the outstanding common units. GasLog owns common units representing a 0.66% ownership interest in us and all of our subordinated units.

•

Even if our cash distribution policy is not modified or revoked, the amount of distributions we pay under our cash distribution policy and the decision to make any distribution are determined by our board of directors, taking into consideration the terms of our partnership agreement.

•

Under Section 51 of the Marshall Islands Act, we may not make a distribution to you if the distribution would cause our liabilities to exceed the fair value of our assets.

•

We may lack sufficient cash to pay distributions to our unitholders due to decreases in total operating revenues, decreases in hire rates, the loss of a vessel, increases in operating or general and administrative expenses, principal and interest payments on outstanding debt, taxes, working capital requirements, maintenance and replacement capital expenditures or anticipated cash needs. See “Item 3. Key Information—D. Risk Factors” for a discussion of these factors.

Our ability to make distributions to our unitholders depends on the performance of our subsidiaries and their ability to distribute cash to us. The ability of our subsidiaries to make distributions to us may be restricted by, among other things, the provisions of existing and future indebtedness, applicable limited partnership and limited liability company laws in the Marshall Islands and other laws and regulations.

Minimum Quarterly Distribution

Common unitholders are entitled under our partnership agreement to receive a quarterly distribution of $0.375 per unit, or $1.50 per unit per year, prior to any distribution on the subordinated units to the extent we have sufficient cash on hand to pay the distribution after we establish cash reserves and pay fees and expenses. There is no guarantee that we will pay the minimum quarterly distribution on the common units and subordinated units in any quarter. Even if

105

our cash distribution policy is not modified or revoked, the amount of distributions paid under our policy and the decision to make any distribution are determined by our board of directors, taking into consideration the terms of our partnership agreement. We are effectively prohibited from making any distributions to unitholders if it would cause an event of default, or an event of default is then existing, under our financing agreements. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources” for a discussion of the restrictions contained in our financing agreements that may restrict our ability to make distributions.

During the year ended December 31, 2015, the aggregate amount of cash distribution paid was $51.19 million.

Subordination Period

During the subordination period, which we define below, 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, plus any 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. Distribution arrearages do not accrue on the subordinated units. The purpose of the subordinated units is to increase the likelihood that during the subordination period there will be available cash from operating surplus to be distributed on the common units.

Incentive Distribution Rights

Incentive distribution rights represent the right 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. GasLog currently holds the incentive distribution rights. The incentive distribution rights may be transferred separately from any other interests, subject to restrictions in the partnership agreement. Except for transfers of incentive distribution rights to an affiliate or another entity as part of a merger or consolidation with or into, or sale of substantially all of the assets to, such entity, the approval of a majority of our common units (excluding common units held by our general partner and its affiliates), voting separately as a class, generally is required for a transfer of the incentive distribution rights to a third party prior to March 31, 2019. Any transfer by GasLog of the incentive distribution rights would not change the percentage allocations of quarterly distributions with respect to such rights.

The following table illustrates the percentage allocations of the additional available cash from operating surplus among the unitholders, our general partner and the holders of the incentive distribution rights up to the various target distribution levels. The amounts set forth under “Marginal Percentage Interest in Distributions” are the percentage interests of the unitholders, our general partner and the holders of the incentive distribution rights in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution Target Amount”, until available cash from operating surplus we distribute reaches the next target distribution level, if any. The percentage interests shown for the unitholders, our general partner and the holders of the incentive distribution rights for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests shown for our general partner include its 2.0% general partner

106

interest only and assume that our general partner has contributed any capital necessary to maintain its 2.0% general partner interest.


	Marginal Percentage Interest in Distributions
	Total Quarterly Distribution Target Amount				Unitholders			General Partner			Holders of IDRs
Minimum Quarterly Distribution				$0.375		98.0	%		2.0	%		0	%
First Target Distribution		$0.375	up to	$0.43125		98.0	%		2.0	%		0	%
Second Target Distribution		$0.43125	up to	$0.46875		85.0	%		2.0	%		13.0	%
Third Target Distribution		$0.46875	up to	$0.5625		75.0	%		2.0	%		23.0	%
Thereafter		above		$0.5625		50.0	%		2.0	%		48.0	%

B. Significant Changes

See “Item 18. Financial Statements—Note 22. Subsequent Events” below.

ITEM 9. THE OFFER AND LISTING

Trading on the New York Stock Exchange

Since our IPO in the United States, our common units have been listed on the NYSE under the symbol “GLOP”. The following table shows the high and low closing sales prices for our common units during the indicated periods.


	Price Range
	High			Low
Year ended December 31, 2014 (May 7, 2014 to December 31, 2014)		$	36.91		$	22.87
Year ended December 31, 2015			29.28			12.67
Third Quarter 2014			36.91			30.00
Fourth Quarter 2014			30.78			22.87
First Quarter 2015			26.41			22.38
Second Quarter 2015			29.28			22.85
Third Quarter 2015			22.73			14.37
Fourth Quarter 2015			18.98			12.67
August 2015			20.61			17.30
September 2015			19.69			14.37
October 2015			18.98			16.87
November 2015			18.92			16.08
December 2015			17.83			12.67
January 2016			14.64			10.00
February 2016 (February 1, 2016 to February 11, 2016)			14.44			12.55

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

B. Memorandum of Association

The information required to be disclosed under Item 10.B is incorporated by reference to our Registration Statement on Form 8-A filed with the SEC on April 30, 2014.

C. Material Contracts

The following is a summary of each material contract, other than contracts entered into in the ordinary course of business, to which we or any of our subsidiaries is a party, for the two years

107

immediately preceding the date of this annual report. Such summaries are not intended to be complete and reference is made to the contracts themselves, which are exhibits to this annual report.

(a)

Form of Contribution Agreement; please see “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Registration Rights Agreement”.

(b)

Form of Omnibus Agreement; please see “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Omnibus Agreement”.

(c)

Form of Administrative Services Agreement; please see “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Administrative Services Agreement”.

(d)

Form of Commercial Management Agreement; please see “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Commercial Management Agreements”.

(e)

Form of Ship Management Agreement; please see “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Ship Management Agreements”.

(f)

Master Time Charter Party among GAS-one Ltd., GAS-two Ltd., GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., GAS-six Ltd. and Methane Services Limited, dated May 9, 2011; please see “Item 4. Information on the Partnership—B. Business Overview—Ship Time Charters”.

(g)

Form of $30.0 Million Revolving Credit Agreement by and between GasLog Partners LP and GasLog Ltd.; please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities”.

(h)

Share Purchase Agreement dated August 14, 2014, among GasLog Carriers Ltd., GasLog Ltd. and GasLog Partners LP; please see “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Share Purchase Agreement”.

(i)

Form of Indemnification Agreement for the Partnership’s directors and certain officers; please see “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Indemnification Agreements”.

(j)

Facility Agreement for up to $450,000,000 Loan Facility dated November 12, 2014 among GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., GAS-sixteen Ltd. and GAS-seventeen Ltd. as borrowers, Citibank, N.A., London Branch, Nordea Bank Finland Plc, London Branch, DVB Bank America N.V., ABN Amro Bank N.V., Skandinaviska Enskilda Banken AB (Publ) and BNP Paribas, as mandated lead arrangers, the financial institutions listed in Schedule 1 thereto as lenders, Citibank, N.A., London Branch as bookrunner and security agent, and Citibank International Limited as agent and security trustee; please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities”.

(k)

Corporate Guarantee between GasLog Partners LP and Citibank, N.A., London Branch, dated November 12, 2014; please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities”.

(l)

GasLog Partners LP 2015 Long-Term Incentive Plan; please see “Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Senior Management—Equity Compensation Plan”.

(m)

Addendum dated April 21, 2015 to the Omnibus Agreement dated May 12, 2014, among GasLog Ltd., GasLog Partners GP LLC and GasLog Partners Holdings LLC please see “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Omnibus Agreement”.

(n)

Share Purchase Agreement dated as of June 22, 2015 by and among GasLog Ltd., GasLog Carriers Ltd. and GasLog Partners LP. please see “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Share Purchase Agreement”.

108

(o)

Facility Agreement for $325,500,000 Loan Facility dated May 14, 2014 among GAS-nineteen Ltd., GAS-twenty Ltd., GAS-twenty one Ltd., as borrowers, Citibank, N.A., London Branch as arranger, bookrunner and security agent, Citibank International PLC as Agent and the financial institutions listed in Schedule 1 thereto as Lenders: please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities”.

(p)

Corporate Guarantee between GasLog Ltd. and Citibank, N.A., London Branch, dated May 14, 2014; please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities”.

D. Exchange Controls and Other Limitations Affecting Security Holders

We are not aware of any governmental laws, decrees, regulations or other legislation, including foreign exchange controls, in the Republic of the Marshall Islands that may affect the import or export of capital, including the availability of cash and cash equivalents for use by the Partnership, or the remittance of dividends, interest or other payments to non-resident holders of securities.

E. Tax Considerations

Material U.S. Federal Income Tax Considerations

The following is a discussion of the material U.S. federal income tax considerations that may be relevant to prospective unitholders. This discussion is based upon provisions of the Code, Treasury Regulations and current administrative rulings and court decisions, all as in effect or existence on the date of this annual report and all of which are subject to change, possibly with retroactive effect. Changes in these authorities may cause the tax consequences of unit ownership to vary substantially from the consequences described below. Unless the context otherwise requires, references in this section to “we”, “our” or “us” are references to GasLog Partners LP.

The following discussion applies only to beneficial owners of common units that own the common units as “capital assets” within the meaning of Section 1221 of the Code (i.e., generally, for investment purposes) and is not intended to be applicable to all categories of investors, such as unitholders subject to special tax rules (e.g., financial institutions, insurance companies, broker-dealers, tax-exempt organizations, retirement plans or individual retirement accounts or former citizens or long-term residents of the United States), persons who will hold the units as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes, or persons that have a functional currency other than the U.S. dollar, each of whom may be subject to tax rules that differ significantly from those summarized below. If a partnership or other entity classified as a partnership for U.S. federal income tax purposes holds our common units, the tax treatment of its partners generally will depend upon the status of the partner and the activities of the partnership. If you are a partner in a partnership holding our common units, you are encouraged to consult your own tax advisor regarding the tax consequences to you of the partnership’s ownership of our common units.

No ruling has been or will be requested from the IRS regarding any matter affecting us or prospective unitholders. The statements made herein may be challenged by the IRS and, if so challenged, may not be sustained upon review in a court. This discussion does not contain information regarding any U.S. state or local, estate, gift or alternative minimum tax considerations concerning the ownership or disposition of common units. This discussion does not comment on all aspects of U.S. federal income taxation that may be important to particular unitholders in light of their individual circumstances, and each prospective unitholder is encouraged to consult its own tax advisor regarding the U.S. federal, state, local and other tax consequences of the ownership or disposition of common units.

109

Election to be Treated as a Corporation

We have elected to be treated as a corporation for U.S. federal income tax purposes. As a result, U.S. Holders (as defined below) will not be directly subject to U.S. federal income tax on our income, but rather will be subject to U.S. federal income tax on distributions received from us and dispositions of units as described below.

U.S. Federal Income Taxation of U.S. Holders

As used herein, the term “U.S. Holder” means a beneficial owner of our common units that owns (actually or constructively) less than 10.0% of our equity and that is:

•

an individual U.S. citizen or resident (as determined for U.S. federal income tax purposes),

•

a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia,

•

estate the income of which is subject to U.S. federal income taxation regardless of its source, or

•

a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.

Distributions

Subject to the discussion below of the rules applicable to PFICs, any distributions to a U.S. Holder made by us with respect to our common units generally will constitute dividends to the extent of our current and accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in its common units and thereafter as capital gain. U.S. Holders that are corporations generally will not be entitled to claim a dividends received deduction with respect to distributions they receive from us because we are not a U.S. corporation. Dividends received with respect to our common units generally will be treated as foreign source “passive category income” for purposes of computing allowable foreign tax credits for U.S. federal income tax purposes.

Dividends received with respect to our common units by a U.S. Holder that is an individual, trust or estate, or a “U.S. Individual Holder”, generally will be treated as “qualified dividend income”, which is taxable to such U.S. Individual Holder at preferential tax rates provided that: (i) our common units are readily tradable on an established securities market in the United States (such as the NYSE on which our common units are currently traded); (ii) we are not a PFIC for the tax year during which the dividend is paid or the immediately preceding tax year (which we do not believe we are, have been or will be, as discussed below under “—PFIC Status and Significant Tax Consequences”); (iii) the U.S. Individual Holder has owned the common units for more than 60 days during the 121-day period beginning 60 days before the date on which the common units become ex-dividend (and has not entered into certain risk limiting transactions with respect to such common units); and (iv) the U.S. Individual Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property. There is no assurance that any dividends paid on our common units will be eligible for these preferential rates in the hands of a U.S. Individual Holder, and any dividends paid on our common units that are not eligible for these preferential rates will be taxed at ordinary income rates to a U.S. Individual Holder.

Special rules may apply to any amounts received in respect of our common units that are treated as “extraordinary dividends”. In general, an extraordinary dividend is a dividend with respect to a common unit that is equal to or in excess of 10.0% of a unitholder’s adjusted tax basis (or fair market value upon the unitholder’s election) in such common unit. In addition, extraordinary dividends include dividends received within a one-year period that, in the aggregate, equal or exceed

110

20.0% of a unitholder’s adjusted tax basis (or fair market value). If we pay an “extraordinary dividend” on our common units that is treated as “qualified dividend income”, then any loss recognized by a U.S. Individual Holder from the sale or exchange of such common units will be treated as long-term capital loss to the extent of the amount of such dividend.

Sale, Exchange or Other Disposition of Common Units

Subject to the discussion of PFIC status below, a U.S. Holder generally will recognize capital gain or loss upon a sale, exchange or other disposition of our units in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s adjusted tax basis in such units. The U.S. Holder’s initial tax basis in its units generally will be the U.S. Holder’s purchase price for the units and that tax basis will be reduced (but not below zero) by the amount of any distributions on the units that are treated as non-taxable returns of capital (as discussed above under “—Distributions” and “—Ratio of Dividend Income to Distributions”). Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition. Certain U.S. Holders (including individuals) may be eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains. A U.S. Holder’s ability to deduct capital losses is subject to limitations. Such capital gain or loss generally will be treated as U.S. source income or loss, as applicable, for U.S. foreign tax credit purposes.

Medicare Tax on Net Investment Income

Certain U.S. Holders, including individuals, estates and trusts, will be subject to an additional 3.8% Medicare tax on, among other things, dividends and capital gains from the sale or other disposition of equity interests. For individuals, the additional Medicare tax applies to the lesser of (i) “net investment income” or (ii) the excess of “modified adjusted gross income” over $200,000 ($250,000 if married and filing jointly or $125,000 if married and filing separately). “Net investment income” generally equals the taxpayer’s gross investment income reduced by deductions that are allocable to such income. Unitholders are encouraged to consult their tax advisors regarding the implications of the additional Medicare tax resulting from their ownership and disposition of our common units.

PFIC Status and Significant Tax Consequences

Adverse U.S. federal income tax rules apply to a U.S. Holder that owns an equity interest in a non-U.S. corporation that is classified as a PFIC for U.S. federal income tax purposes. In general, we will be treated as a PFIC with respect to a U.S. Holder if, for any tax year in which the holder held our units, either:

•

at least 75.0% of our gross income (including the gross income of our vessel-owning subsidiaries) for such tax year consists of passive income (e.g., dividends, interest, capital gains from the sale or exchange of investment property and rents derived other than in the active conduct of a rental business); or

•

at least 50.0% of the average value of the assets held by us (including the assets of our vessel-owning subsidiaries) during such tax year produce, or are held for the production of, passive income.

Income earned, or treated as earned (for U.S. federal income tax purposes), by us in connection with the performance of services would not constitute passive income. By contrast, rental income generally would constitute “passive income” unless we were treated as deriving that rental income in the active conduct of a trade or business under the applicable rules.

Based on our current and projected methods of operation, and an opinion of counsel, we do not believe that we are or will be a PFIC for our current or any future tax year. We have received an opinion of our U.S. counsel, Cravath, Swaine & Moore LLP, in support of this position that concludes that the income our subsidiaries earn from certain of our present time-chartering activities should not constitute passive income for purposes of determining whether we are a PFIC. In

111

addition, we have represented to our U.S. counsel that we expect that more than 25.0% of our gross income for our current tax year and each future year will arise from such time-chartering activities, and more than 50.0% of the average value of our assets for each such year will be held for the production of such nonpassive income. Assuming the composition of our income and assets is consistent with these expectations, and assuming the accuracy of other representations we have made to our U.S. counsel for purposes of their opinion, our U.S. counsel is of the opinion that we should not be a PFIC for our current tax year or any future year.

Our counsel has indicated to us that the conclusions described above are not free from doubt. While there is legal authority supporting our conclusions, including IRS pronouncements concerning the characterization of income derived from time charters as services income, the Fifth Circuit held in Tidewater Inc. v. United States , 565 F.3d 299 (5th Cir. 2009) that income derived from certain marine time charter agreements should be treated as rental income rather than services income for purposes of a “foreign sales corporation” provision of the Code. In that case, the Fifth Circuit did not address the definition of passive income or the PFIC rules; however, the reasoning of the case could have implications as to how the income from a time charter would be classified under such rules. If the reasoning of this case were extended to the PFIC context, the gross income we derive or are deemed to derive from our time-chartering activities may be treated as rental income, and we would likely be treated as a PFIC. The IRS has announced its nonacquiescence with the court’s holding in the Tidewater case and, at the same time, announced the position of the IRS that the marine time charter agreements at issue in that case should be treated as service contracts.

Distinguishing between arrangements treated as generating rental income and those treated as generating services income involves weighing and balancing competing factual considerations, and there is no legal authority under the PFIC rules addressing our specific method of operation. Conclusions in this area therefore remain matters of interpretation. We are not seeking a ruling from the IRS on the treatment of income generated from our time-chartering operations, and the opinion of our counsel is not binding on the IRS or any court. Thus, while we have received an opinion of counsel in support of our position, it is possible that the IRS or a court could disagree with this position and the opinion of our counsel. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC with respect to any tax year, we cannot assure unitholders that the nature of our operations will not change in the future and that we will not become a PFIC in any future tax year.

As discussed more fully below, if we were to be treated as a PFIC for any tax year, a U.S. Holder would be subject to different taxation rules depending on whether the U.S. Holder makes an election to treat us as a “Qualified Electing Fund”, which we refer to as a “QEF election”. As an alternative to making a QEF election, a U.S. Holder should be able to make a “mark-to-market” election with respect to our common units, as discussed below. In addition, if a U.S. Holder owns our common units during any tax year that we are a PFIC, such units owned by such holder will be treated as PFIC units even if we are not a PFIC in a subsequent year and, if the total value of all PFIC stock that such holder directly or indirectly owns exceeds certain thresholds, such holder must file IRS Form 8621 with your U.S. federal income tax return to report your ownership of our common units.

The PFIC rules are complex, and you are encouraged to consult your own tax advisor regarding the PFIC rules, including the annual PFIC reporting requirement.

Taxation of U.S. Holders Making a Timely QEF Election

If we were to be treated as a PFIC for any tax year, and a U.S. Holder makes a timely QEF election, such holder hereinafter an “Electing Holder”, then, for U.S. federal income tax purposes, that holder must report as income for its tax year its pro rata share of our ordinary earnings and net capital gain, if any, for our tax years that end with or within the tax year for which that holder is reporting, regardless of whether or not the Electing Holder received distributions from us in that year. The Electing Holder’s adjusted tax basis in the common units will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that were previously taxed will result in a corresponding reduction in the Electing Holder’s adjusted tax basis in common

112

units and will not be taxed again once distributed. An Electing Holder generally will recognize capital gain or loss on the sale, exchange or other disposition of our common units. A U.S. Holder makes a QEF election with respect to any year that we are a PFIC by filing IRS Form 8621 with its U.S. federal income tax return. If contrary to our expectations, we determine that we are treated as a PFIC for any tax year, we will provide each U.S. Holder with the information necessary to make the QEF election described above. Although the QEF election is available with respect to subsidiaries, in the event we acquire or own a subsidiary in the future that is treated as a PFIC, no assurances can be made that we will be able to provide U.S. Holders with the necessary information to make the QEF election with respect to such subsidiary.

Taxation of U.S. Holders Making a “Mark-to-Market” Election

If we were to be treated as a PFIC for any tax year and, as we anticipate, our units were treated as “marketable stock”, then, as an alternative to making a QEF election, a U.S. Holder would be allowed to make a “mark-to-market” election with respect to our common units, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. If that election is made, the U.S. Holder generally would include as ordinary income in each tax year the excess, if any, of the fair market value of the U.S. Holder’s common units at the end of the tax year over the holder’s adjusted tax basis in the common units. The U.S. Holder also would be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder’s adjusted tax basis in the common units over the fair market value thereof at the end of the tax year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder’s tax basis in its common units would be adjusted to reflect any such income or loss recognized. Gain recognized on the sale, exchange or other disposition of our common units would be treated as ordinary income, and any loss recognized on the sale, exchange or other disposition of the common units would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included in income by the U.S. Holder. The mark-to-market election generally will not be available with respect to subsidiaries. Accordingly, in the event we acquire or own a subsidiary in the future that is treated as a PFIC, the mark-to-market election generally will not be available with respect to such subsidiary.

Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election

If we were to be treated as a PFIC for any tax year, a U.S. Holder that does not make either a QEF election or a “mark-to-market” election for that year, such holder hereinafter a “Non-Electing Holder”, would be subject to special rules resulting in increased tax liability with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on our common units in a tax year in excess of 125.0% of the average annual distributions received by the Non-Electing Holder in the three preceding tax years, or, if shorter, the portion of the Non- Electing Holder’s holding period for the common units before the tax year) and (2) any gain realized on the sale, exchange or other disposition of the units. Under these special rules:

•

the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common units;

•

the amount allocated to the current tax year and any tax year prior to the tax year we were first treated as a PFIC with respect to the Non-Electing Holder would be taxed as ordinary income; and

•

the amount allocated to each of the other tax years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayers for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other tax year.

These penalties would not apply to a qualified pension, profit sharing or other retirement trust or other tax-exempt organization that did not borrow money or otherwise utilize leverage in connection with its acquisition of our common units. If we were treated as a PFIC for any tax year

113

and a Non-Electing Holder who is an individual dies while owning our common units, such holder’s successor generally would not receive a step-up in tax basis with respect to such units.

U.S. Federal Income Taxation of Non-U.S. Holders

A beneficial owner of our common units (other than a partnership or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder is referred to as a Non-U.S. Holder. If you are a partner in a partnership (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holding our common units, you are encouraged to consult your own tax advisor regarding the tax consequences to you of the partnership’s ownership of our common units.

Distributions

Distributions we pay to a Non-U.S. Holder will not be subject to U.S. federal income tax or withholding tax if the Non-U.S. Holder is not engaged in a U.S. trade or business. If the Non-U.S. Holder is engaged in a U.S. trade or business, our distributions will be subject to U.S. federal income tax to the extent they constitute income effectively connected with the Non-U.S. Holder’s U.S. trade or business. However, distributions paid to a Non-U.S. Holder that is engaged in a U.S. trade or business may be exempt from taxation under an income tax treaty if the income arising from the distribution is not attributable to a U.S. permanent establishment maintained by the Non-U.S. Holder.

Disposition of Units

In general, a Non-U.S. Holder is not subject to U.S. federal income tax or withholding tax on any gain resulting from the disposition of our common units provided the Non-U.S. Holder is not engaged in a U.S. trade or business. A Non-U.S. Holder that is engaged in a U.S. trade or business will be subject to U.S. federal income tax in the event the gain from the disposition of units is effectively connected with the conduct of such U.S. trade or business (provided, in the case of a Non-U.S. Holder entitled to the benefits of an income tax treaty with the United States, such gain also is attributable to a U.S. permanent establishment). However, even if not engaged in a U.S. trade or business, individual Non-U.S. Holders may be subject to tax on gain resulting from the disposition of our common units if they are present in the United States for 183 days or more during the tax year in which those units are disposed and meet certain other requirements.

Backup Withholding and Information Reporting

In general, payments to a U.S. Individual Holder of distributions or the proceeds of a disposition of common units will be subject to information reporting. These payments to a U.S. Individual Holder also may be subject to backup withholding if the U.S. Individual Holder:

•

fails to provide an accurate taxpayer identification number;

•

is notified by the IRS that it has failed to report all interest or corporate distributions required to be reported on its U.S. federal income tax returns; or

•

in certain circumstances, fails to comply with applicable certification requirements.

Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on IRS Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, as applicable.

Backup withholding is not an additional tax. Rather, a unitholder generally may obtain a credit for any amount withheld against its liability for U.S. federal income tax (and obtain a refund of any amounts withheld in excess of such liability) by timely filing a U.S. federal income tax return with the IRS.

In addition, individual citizens or residents of the United States holding certain “foreign financial assets” (which generally includes stock and other securities issued by a foreign person

114

unless held in an account maintained by a financial institution) that exceed certain thresholds (the lowest being holding foreign financial assets with an aggregate value in excess of: (1) $50,000 on the last day of the tax year or (2) $75,000 at any time during the tax year) are required to report information relating to such assets. Significant penalties may apply for failure to satisfy the reporting obligations described above. Unitholders are encouraged to consult their tax advisors regarding their reporting obligations, if any, that would result from their purchase, ownership or disposition of our units.

Marshall Islands Tax Consequences

The following discussion is based upon the current laws of the Republic of the Marshall Islands applicable to persons who do not reside in, maintain offices in, engage in business in the Republic of the Marshall Islands or who are not citizens of the Marshall Islands.

Because we and our subsidiaries do not and do not expect to conduct business or operations in the Republic of the Marshall Islands, under current Marshall Islands law you will not be subject to Marshall Islands taxation or withholding on distributions, including upon distribution treated as a return of capital, we make to you as a unitholder. In addition, you will not be subject to Marshall Islands stamp, capital gains or other taxes on the purchase, ownership or disposition of common units, and you will not be required by the Republic of the Marshall Islands to file a tax return relating to your ownership of common units.

EACH PROSPECTIVE UNITHOLDER IS ENCOURAGED TO CONSULT ITS OWN TAX COUNSEL OR OTHER ADVISOR WITH REGARD TO THE LEGAL AND TAX CONSEQUENCES OF UNIT OWNERSHIP UNDER ITS PARTICULAR CIRCUMSTANCES.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”. In accordance with these requirements, we file reports and other information as a foreign private issuer with the SEC. You may inspect and copy our public filings without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. You may obtain copies of all or any part of such materials from the SEC upon payment of prescribed fees. You may also inspect reports and other information regarding companies, such as us, that file electronically with the SEC without charge at a web site maintained by the SEC at http://www.sec.gov .

I. Subsidiary Information

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including interest rate and foreign currency exchange risks. From time to time, we may make use of derivative financial instruments such as interest rate swaps to maintain the desired level of exposure arising from these risks.

A discussion of our accounting policies for derivative financial instruments is included in Note 2 to our annual combined and consolidated financial statements included elsewhere in this annual

115

report. Further information on our exposure to market risk is included in Note 15 to our annual combined and consolidated financial statements included elsewhere in this annual report.

The following analysis provides quantitative information regarding our exposure to market risks.

Interest Rate Risk

We are subject to market risks relating to changes in interest rates because we have floating rate debt outstanding. Significant increases in interest rates could adversely affect our operating margins, results of operations and our ability to service our debt. We have used interest rate swaps to reduce our exposure to market risk from changes in interest rates. The principal objective of these contracts is to minimize economic risks and costs associated with our floating rate debt and not for speculative or trading purposes. In 2014, we terminated our interest rate swaps, therefore no swaps were designated as cash flow hedging instruments. Under these swap transactions, the bank counterparty effected quarterly floating-rate payments to the Partnership for the relevant amount based on the three-month U.S. dollar LIBOR, and the Partnership effected quarterly payments to the bank on the relevant amount at the respective fixed rates. We expect to use interest rate swaps in the future as we deem appropriate to manage our exposure to interest rate risk.

The aggregate principal amount of our outstanding floating rate debt which was not economically hedged as of December 31, 2015 was $748.0 million (December 31, 2014: $805.50 million). As an indication of the extent of our sensitivity to interest rate changes, an increase or decrease in LIBOR by 10 basis points would have decreased or increased, respectively, our profit during the year ended December 31, 2015 by approximately 1.07% or $0.77 million, based upon our debt level during the period (December 31, 2014: 1.01% or $0.44 million).

We expect our sensitivity to interest rate changes to increase in the future as a result of increased future borrowings under new loan agreements to finance acquisitions of additional ships.

Foreign Currency Exchange Risk

We generate all of our revenue in U.S. dollars, and the majority of our expenses, including debt repayment obligations under our credit facilities and a portion of our administrative expenses, are denominated in U.S. dollars. However, a portion of the ship operating expenses, primarily crew wages of officers, and a large portion of our administrative expenses are denominated in euros. Specifically, for the year ended December 31, 2014 and December 31, 2015, approximately $15.58 million and $21.62 million, respectively, of the operating and administrative expenses were denominated in euros. As of December 31, 2014 and December 31, 2015, approximately $4.26 million and $4.28 million, respectively, of our outstanding trade payables and accruals were denominated in euros.

Depreciation in the value of the U.S. dollar relative to the euro will increase the U.S. dollar cost of us paying expenses denominated in euros. Accordingly, there is a risk that currency fluctuations will have a negative effect on our cash flows. As an indication of the extent of our sensitivity to changes in exchange rate, a 10% increase in the average euro/dollar exchange rate would have decreased our profit during the year ended December 31, 2015 by approximately $2.16 million, based upon our expenses recognized during the period (December 31, 2014: $1.56 million). We do not currently hedge movements in currency exchange rates, but our management monitors exchange rate fluctuations on a continuous basis. We may seek to hedge this currency fluctuation risk in the future.

Inflation and Cost Increases

In the current economic environment, inflation has not had a significant impact on us. In the near term, assuming the continuation of current economic conditions, crewing costs are the most likely expense to be affected by inflation. LNG transportation is a specialized area and the number of LNG carriers has increased rapidly in recent years. As a result, there has been an increased demand for qualified crews, which has and will continue to put inflationary pressure on crew costs.

116

The impact of cost increases would be mitigated to some extent by certain provisions in our time charters, including automatic periodic adjustment provisions and cost review provisions.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

117

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

There has been no material default in the payment of principal, interest, sinking or purchase fund installments or any other material default relating to the Partnership’s debt. There have been no arrears in payment of dividends on, or material delinquency with respect to, any class of preference shares of the Partnership or any of its subsidiaries.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

In October 2014, our board of directors approved an amendment to the Partnership’s First Amended and Restated Agreement of Limited Partnership that (1) increased the number of directors from five to seven, (2) provided that following the 2015 annual meeting, the board shall consist of four appointed directors (rather than three as provided under the prior Partnership Agreement) and three elected directors (rather than two as provided under the prior Partnership Agreement) and (3) established that Class III of the elected directors shall comprise one elected director, or two elected directors following the surrender by the general partner of its right to appoint one appointed director (rather than the Class III seat being empty until such surrender, as provided under the prior Partnership Agreement).

On May 12, 2014, we closed our IPO, pursuant to which we issued and sold 9,660,000 common units representing limited partner interests at a price of $21.00 per unit, resulting in gross proceeds of $202.86 million. GasLog used the net IPO proceeds of $186.03 million, after deducting underwriting discounts and other offering expenses paid by the Partnership, to (a) prepay $82.63 million of debt plus accrued interest of $0.42 million, (b) make a payment of $2.28 million (including $0.27 million accrued interest) to settle the mark-to-market loss on termination of one interest rate swap and reduction of a second interest rate swap in connection with the aforementioned debt prepayment, (c) make a $65.70 million payment to GasLog in exchange for its contribution of net assets in connection with the IPO. As of the date of this annual report, we have substantially used all of the balance of $35.00 million for general partnership purposes including working capital and vessel acquisitions.

ITEM 15. CONTROLS AND PROCEDURES

A. Disclosure Controls and Procedures

Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2015. Based on our evaluation, the CEO and the CFO have concluded that as of December 31, 2015, our disclosure controls and procedures were effective.

B. Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act and for the assessment of the effectiveness of internal control over financial reporting. Our internal controls over financial reporting are designed under the supervision of our CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards.

Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with IFRS,

118

and that our receipts and expenditures are being made in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal controls over financial reporting, misstatements may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the Internal Control-Integrated Framework (2013 framework). Based on the evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2015.

C. Attestation Report of the Registered Public Accounting Firm

An attestation report of our registered public accounting firm is not required as we qualify as an emerging growth company under section 3(a) of the Exchange Act (as amended by the JOBS Act, enacted on April 5, 2012), and are therefore exempt from the attestation requirement.

D. Changes in Internal Control over Financial Reporting

As reported under Item 15A of our Annual Report on Form 20-F for the year ended December 31, 2014, our CEO and CFO concluded that as of December 31, 2014, our disclosure controls and procedures were not effective due to a material weakness in our internal control over financial reporting related to the design of our control to evaluate the classification of transactions between the Partnership and GasLog in the statement of cash flows for various transactions entered into prior to the closing of our initial public offering.

Since December 31, 2014, we have implemented the following additional control procedures in our process for the review of our cash flows and the classification of certain transactions within the cash flow statement, focusing specifically on detailed analysis of cash and non-cash transactions between the Partnership and GasLog:

The financial controller reviews and signs-off the statement of cash flows, as an additional level of detailed review following the review by the financial reporting manager, focusing on the reconciliation of the related party transactions and their respective classification in the statement of cash flows.

ii)

During management’s disclosure committee meeting any one-off transactions, cash or non-cash, between the Partnership and GasLog, as well as the respective presentation in our financial statements are reviewed in detail as an additional compensating control.

Additionally, management has added supplemental disclosure of non-cash items on the face of the statement of cash flows in the quarterly financial statements to facilitate the reconciliation of such movements on a quarterly basis.

Management has concluded that the new controls in connection with the completion of the interim financial statements for the three months ended March 31, 2015, June 30, 2015 and September 30, 2015 and the audited financial statements for the year ended December 31, 2015 were operating effectively in relation to the classification of transactions between the Partnership and GasLog in the statement of cash flows and considers the material weakness reported as of December 31, 2014 in our internal control over financial reporting fully remediated.

119

ITEM 16. [RESERVED]

ITEM 16.A. AUDIT COMMITTEE FINANCIAL EXPERT

Robert B. Allardice III, whose biographical details are included in “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management”, qualifies as an “audit committee financial expert”. Our board of directors has affirmatively determined that Mr. Allardice meets the definition of “independent director” for purposes of serving on an audit committee under applicable SEC and NYSE rules.

ITEM 16.B. CODE OF ETHICS

We have adopted a Code of Business Conduct and Ethics for all directors, officers, employees and agents of the Partnership, a copy of which is posted on our website and may be viewed at http://www.gaslogmlp.com . We will also provide a paper copy of this document upon the written request at no cost. Unitholders may direct their requests to the attention of our General Counsel, GasLog Partners LP, Gildo Pastor Center, 7 Rue du Gabian, MC 98000, Monaco. No waivers of the Code of Business Conduct and Ethics have been granted to any person during the fiscal year ended December 31, 2015.

ITEM 16.C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Deloitte LLP, an independent registered public accounting firm, has audited our annual financial statements acting as our independent auditor for the fiscal years ended December 31, 2014 and December 31, 2015.

The chart below sets forth the total amount billed and accrued for Deloitte LLP for services performed in 2014 and 2015, respectively, and breaks down these amounts by the category of service. The fees paid to our principal accountant were approved in accordance with the pre-approval policies and procedures described below.


	2014			2015
	(Expressed in millions of U.S. Dollars)
Audit fees		$	0.73		$	0.53
Tax fees			—			0.01

Total fees		$	0.73		$	0.54

Audit Fees

Audit fees represent compensation for professional services rendered for the audit of the combined and consolidated financial statements of the Partnership, fees for the review of the quarterly financial information, as well as in connection with the review of registration statements and related consents and comfort letters, and any other services required for SEC or other regulatory filings.

Included in the audit fees for 2014 are fees of $0.32 million, related to the Partnership’s IPO completed in May 2014 and the fees of $0.15 million related to the Partnership’s follow-on offering completed in September 2014. Included in the audit fees for 2015 are fees of $0.17 million related to the Partnership’s follow-on offering completed in June 2015.

Tax Fees

No tax fees were billed by our principal accountant in 2014.

Audit-related Fees

No audit-related fees were billed by our principal accountant in 2014 and 2015.

120

All Other Fees

No other fees were billed by our principal accountant in 2014 and 2015.

Pre-approval Policies and Procedures

Our Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of the independent auditors. The Audit Committee is also responsible for reviewing and approving in advance the retention of the independent auditors for the performance of all audit and lawfully permitted non-audit services.

ITEM 16.D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

None.

ITEM 16.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

ITEM 16.F. CHANGE IN PARTNERSHIP’S CERTIFYING ACCOUNTANT

None.

ITEM 16.G. CORPORATE GOVERNANCE

Statement of Significant Differences Between Our Corporate Governance Practices and the New York Stock Exchange Corporate Governance Standards for U.S. Non-Controlled Issuers

Overview

Pursuant to certain exceptions for foreign private issuers, the Partnership is not required to comply with certain of the corporate governance practices followed by U.S. companies under the NYSE listing standards. However, pursuant to Section 303.A.11 of the NYSE Listed Company Manual and the requirements of Form 20-F, we are required to state any significant ways in which our corporate governance practices differ from the practices required by the NYSE for U.S. companies. We believe that our established practices in the area of corporate governance are in line with the spirit of the NYSE standards and provide adequate protection to our unitholders. The significant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies are set forth below.

Independence of Directors

The NYSE rules do not require a listed company that is a foreign private issuer to have a board of directors that is comprised of a majority of independent directors. Under Marshall Islands law, we are not required to have a board of directors comprised of a majority of directors meeting the independence standards described in the NYSE rules. In addition, NYSE rules do not require limited partnerships like us to have boards of directors comprised of a majority of independent directors. Accordingly, our board of directors is not required to be comprised of a majority of independent directors. However, our board of directors has determined that each of Robert B. Allardice III, Daniel R. Bradshaw, David P. Conner, Pamela M. Gibson and Anthony S. Papadimitriou satisfies the independence standards established by the NYSE as applicable to us.

Corporate Governance, Nominating and Compensation Committee

121

nominating/corporate governance committee. Accordingly, we do not have a compensation committee or a nominating/corporate governance committee.

ITEM 16.H. MINE SAFETY DISCLOSURE

Not applicable.

122

PART III

ITEM 17. FINANCIAL STATEMENTS

Not applicable.

ITEM 18. FINANCIAL STATEMENTS

Reference is made to pages F-1 through F-39 included herein by reference.

ITEM 19. EXHIBITS


Exhibit No.		Description
	1.1	Certificate of Limited Partnership of GasLog Partners LP ⁽¹⁾
	1.2	First Amended and Restated Agreement of Limited Partnership of GasLog Partners LP ⁽²⁾
	1.3	Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of GasLog Partners LP ⁽³⁾
	2.1	Certificate of Formation of GasLog Partners GP LLC ⁽¹⁾
	2.2	Limited Liability Company Agreement of GasLog Partners GP LLC ⁽¹⁾
	4.1	Form of Contribution Agreement ⁽¹⁾
	4.2	Form of Omnibus Agreement ⁽¹⁾
	4.3	Form of Administrative Services Agreement ⁽¹⁾
	4.4	Form of Commercial Management Agreement ⁽¹⁾
	4.5	Form of Ship Management Agreement
	4.6	Master Time Charter Party among GAS-one Ltd., GAS-two Ltd., GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., GAS-six Ltd. and Methane Services Limited, dated May 9, 2011 ⁽¹⁾ *
	4.7	Form of $30.0 Million Revolving Credit Agreement by and between GasLog Partners LP and GasLog Ltd. ⁽¹⁾
	4.8	Share Purchase Agreement dated August 14, 2014, among GasLog Carriers Ltd., GasLog Ltd. and GasLog Partners LP ⁽⁴⁾
	4.9	Form of Indemnification Agreement for the Partnership’s directors and certain officers
	4.10	Facility Agreement for up to $450,000,0000 Loan Facility dated November 12, 2014 among GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., GAS-sixteen Ltd. and GAS-seventeen Ltd. as borrowers, Citibank, N.A., London Branch, Nordea Bank Finland Plc, London Branch, DVB Bank America N.V., ABN Amro Bank N.V., Skandinaviska Enskilda Banken AB (Publ) and BNP Paribas, as mandated lead arrangers, the financial institutions listed in Schedule 1 thereto as lenders, Citibank, N.A., London Branch as bookrunner and security agent, and Citibank International Limited as agent and security trustee ⁽²⁾ *
	4.11	Corporate Guarantee between GasLog Partners LP and Citibank, N.A., London Branch, dated November 12, 2014 ⁽²⁾
	4.12	GasLog Partners LP 2015 Long-Term Incentive Plan ⁽⁵⁾
	4.13	Addendum dated April 21, 2015 to the Omnibus Agreement dated May 12, 2014, among GasLog Ltd., GasLog Partners LP, GasLog Partners GP LLC and GasLog Partners Holdings LLC ⁽⁶⁾
	4.14	Share Purchase Agreement dated as of June 22, 2015 by and among GasLog Ltd., GasLog Carriers Ltd. and GasLog Partners LP. ⁽⁷⁾

123


Exhibit No.		Description
	4.15	Facility Agreement for $325,500,000 Loan Facility dated May 14, 2014 among GAS-nineteen Ltd., GAS-twenty Ltd., GAS-twenty one Ltd., as borrowers, Citibank, N.A., London Branch as arranger, bookrunner and security agent, Citibank International PLC as Agent and the financial institutions listed in Schedule 1 thereto as Lenders*
	4.16	Corporate Guarantee between GasLog Ltd. and Citibank, N.A., London Branch, dated May 14, 2014
	8.1	List of Subsidiaries of GasLog Partners LP
	12.1	Rule 13a-14(a)/15d-14(a) Certification of GasLog Partners LP’s Chief Executive Officer
	12.2	Rule 13a-14(a)/15d-14(a) Certification of GasLog Partners LP’s Chief Financial Officer
	13.1	GasLog Partners LP Certification of Andrew Orekar, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the U.S. Sarbanes- Oxley Act of 2002
	13.2	GasLog Partners LP Certification of Simon Crowe, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002

⁽¹⁾

Previously filed as an exhibit to GasLog Partners LP’s Registration Statement on Form F-1 (File No. 333-195109), declared effective by the SEC on May 6, 2014, and hereby incorporated by reference to such Registration Statement.

⁽²⁾

Previously filed as an exhibit to GasLog Partners LP’s Annual Report on Form 20-F, filed with the SEC on February 17, 2015, hereby incorporated by reference to such Report.

⁽³⁾

Previously filed as Exhibit 99.3 to GasLog Partners LP’s Report on Form 6-K, filed with the SEC on October 30, 2014, hereby incorporated by reference to such Report.

⁽⁴⁾

Previously filed as Exhibit 10.20 to GasLog Partners LP’s Registration Statement on Form F-1 (File No. 333-198133), declared effective by the SEC on September 23, 2014, and hereby incorporated by reference to such Registration Statement.

⁽⁵⁾

Previously filed as Exhibit 4.6 to GasLog Partners LP’s Registration Statement on Form S-8 (File No. 333-203139), filed with the SEC on March 31, 2015, and hereby incorporated by reference to such Registration Statement.

⁽⁶⁾

Previously filed as Exhibit 99.3 to GasLog Partners LP’s Report on Form 6-K, filed with the SEC on April 30, 2015, hereby incorporated by reference to such Report.

⁽⁷⁾

Previously filed as Exhibit 10.1 to GasLog Partners LP’s Report on Form 6-K filed with the SEC on June 22, 2015, hereby incorporated by reference to such Report.

Confidential material has been redacted and complete exhibits have been separately filed with the Securities and Exchange Commission.

124

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.


GASLOG PARTNERS LP,
By		/s/ A NDREW J. O REKAR

		Name: Andrew J. Orekar
		Title: Chief Executive Officer

Dated: February 12, 2016

125

GASLOG PARTNERS LP
INDEX TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS


	Page
Report of Independent Registered Public Accounting Firm—Deloitte LLP		F-2
Report of Independent Registered Public Accounting Firm—Deloitte Hadjipavlou, Sofianos & Cambanis S.A.		F-3
Combined and consolidated statements of financial position as of December 31, 2014 and 2015		F-4
Combined and consolidated statements of profit or loss for the years ended December 31, 2013, 2014 and 2015		F-5
Combined and consolidated statements of comprehensive income or loss for the years ended December 31, 2013, 2014 and 2015		F-6
Combined and consolidated statements of changes in owners’/partners’ equity for the years ended December 31, 2013, 2014 and 2015		F-7
Combined and consolidated statements of cash flows for the years ended December 31, 2013, 2014 and 2015		F-8
Notes to the combined and consolidated financial statements		F-10

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Unitholders of GasLog Partners LP

We have audited the accompanying combined and consolidated statements of financial position of GasLog Partners LP and subsidiaries (the “Partnership”) as of December 31, 2014 and 2015, and the related combined and consolidated statements of profit or loss, comprehensive income or loss, changes in owners’/partners’ equity and cash flows for each of the two years in the period ended December 31, 2015. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such combined and consolidated financial statements present fairly, in all material respects, the financial position of GasLog Partners LP and subsidiaries as of December 31, 2014 and 2015, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2015, in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

/s/ Deloitte LLP

London, United Kingdom

February 12, 2016

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Partners of GasLog Partners LP

Majuro, Republic of Marshall Islands

We have audited the accompanying combined and consolidated statement of profit or loss, comprehensive income or loss, changes in equity, and cash flow for the year ended December 31, 2013 of GasLog Partners LP (hereinafter collectively referred to as the “Partnership”) (see Note 1 to the combined and consolidated financial statements). These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such combined and consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2013, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ Deloitte Hadjipavlou, Sofianos & Cambanis S.A.

Athens, Greece

August 11, 2014

F-3

GasLog Partners LP

Combined and consolidated statements of financial position
As of December 31, 2014 and 2015
(All amounts expressed in U.S. Dollars, except unit data)


	Note		2014		2015
			(restated) ⁽¹⁾
Assets
Non-current assets
Other non-current assets		6		2,063,026		2,076,766
Vessels		3		1,311,857,369		1,274,733,866

Total non-current assets				1,313,920,395		1,276,810,632

Current assets
Trade and other receivables		5		1,404,423		5,098,123
Inventories				1,822,818		1,633,572
Due from related parties		13		925,398		2,885,676
Prepayments and other current assets				1,148,951		339,813
Short-term investments				21,700,000		—
Cash and cash equivalents		4		47,241,742		60,402,105

Total current assets				74,243,332		70,359,289

Total assets				1,388,163,727		1,347,169,921

Owners’/partners’ equity and liabilities
Owners’/partners’ equity
Owners’ capital		7		146,163,067		—
Common unitholders (14,322,358 units issued and outstanding as of December 31, 2014 and 21,822,358 units issued and outstanding as of December 31, 2015)		7		324,967,226		507,432,951
Subordinated unitholders (9,822,358 units issued and outstanding as of December 31, 2014 and December 31, 2015)		7		77,087,950		59,785,646
General partner (492,750 units issued and outstanding as of December 31, 2014 and 645,811 units issued and outstanding as of December 31, 2015)		7		6,085,438		8,841,527
Incentive distribution rights		7		—		2,116,965

Total owners’/partners’ equity				554,303,681		578,177,089

Current liabilities
Trade accounts payable				3,300,909		2,398,370
Due to related parties		13		10,333,093		137,267
Other payables and accruals		9		23,635,954		24,784,352
Borrowings—current portion		8		20,999,800		325,767,736

Total current liabilities				58,269,756		353,087,725

Non-current liabilities
Borrowings—non-current portion		8, 13		775,537,142		415,722,907
Other non-current liabilities				53,148		182,200

Total non-current liabilities				775,590,290		415,905,107

Total owners’/partners’ equity and liabilities				1,388,163,727		1,347,169,921

⁽¹⁾

Restated so as to reflect the historical financial statements of GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. acquired on July 1, 2015 from GasLog Ltd. (“GasLog”) (Note 1).

The accompanying notes are an integral part of these combined and consolidated financial statements.

F-4

GasLog Partners LP

Combined and consolidated statements of profit or loss
For the years ended December 31, 2013, 2014 and 2015
(All amounts expressed in U.S. Dollars)


	Note		2013			2014			2015
						(restated) ⁽¹⁾
Revenues				64,142,588			158,169,691			199,688,989
Vessel operating costs		11		(12,310,593	)		(30,752,272	)		(42,788,341	)
Voyage expenses and commissions				(786,123	)		(2,027,382	)		(2,441,658	)
Depreciation		3		(12,237,735	)		(33,931,177	)		(44,252,782	)
General and administrative expenses		10		(1,524,625	)		(6,382,130	)		(10,986,012	)

Profit from operations				37,283,512			85,076,730			99,220,196

Financial costs		12		(12,133,143	)		(33,393,318	)		(27,201,945	)
Financial income		12		31,686			40,593			25,575
Gain/(loss) on interest rate swaps		17		1,036,187			(8,078,240	)		—

Total other expenses, net				(11,065,270	)		(41,430,965	)		(27,176,370	)

Profit for the year				26,218,242			43,645,765			72,043,826

Earnings per unit attributable to the Partnership, basic and diluted:		19
Common unit				—			0.75			2.38
Subordinated unit				—			0.56			1.85
General partner unit				—			0.66			2.28

⁽¹⁾

Restated so as to reflect the historical financial statements of GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. acquired on July 1, 2015 from GasLog (Note 1).

The accompanying notes are an integral part of these combined and consolidated financial statements.

F-5

GasLog Partners LP

Combined and consolidated statements of comprehensive income or loss
For the years ended December 31, 2013, 2014 and 2015
(All amounts expressed in U.S. Dollars)

Note

2013

2014

2015

(restated) ⁽¹⁾

Profit for the year

26,218,242

43,645,765

72,043,826

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss:

Effective portion of changes in fair value of cash flow hedges

3,776,876

(309,593

)

—

Recycled loss of cash flow hedges reclassified to profit or loss

654,964

5,471,275

—

Other comprehensive income for the year

4,431,840

5,161,682

—

Total comprehensive income for the year

30,650,082

48,807,447

72,043,826

⁽¹⁾

Restated so as to reflect the historical financial statements of GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. acquired on July 1, 2015 from GasLog (Note 1).

The accompanying notes are an integral part of these combined and consolidated financial statements.

F-6

GasLog Partners LP

Combined and consolidated statements of changes in owners’/partners’ equity
For the years ended December 31, 2013, 2014 and 2015
(All amounts expressed in U.S. Dollars, except unit data)


	General partner					Limited Partners										Incentive distribution rights			Total Partners’ equity			Owners’ capital (see Note 7)			Total
						Common unitholders					Subordinated unitholders
	Units		Amounts			Units		Amounts			Units		Amounts
Balance as of January 1, 2013		—		—			—		—			—		—			—			—			106,628,923			106,628,923
Capital contributions		—		—			—		—			—		—			—			—			28,062,945			28,062,945
Capital contributions-contributed services		—		—			—		—			—		—			—			—			627,000			627,000
Dividend declared ($272.22 per share)		—		—			—		—			—		—			—			—			(9,800,000	)		(9,800,000	)
Profit for the year		—		—			—		—			—		—			—			—			26,218,242			26,218,242
Other comprehensive income for the year		—		—			—		—			—		—			—			—			4,431,840			4,431,840

Total comprehensive income for the year		—		—			—		—			—		—			—			—			30,650,082			30,650,082

Balance as of December 31, 2013		—		—			—		—			—		—			—			—			156,168,950			156,168,950

Capital contributions		—		—			—		—			—		—			—			—			232,561,000			232,561,000
Dividend declared		—		—			—		—			—		—			—			—			(7,850,000	)		(7,850,000	)
Profit attributable to GasLog’s operations (see Note 19)		—		—			—		—			—		—			—			—			29,101,636			29,101,636
Other comprehensive income attributable to GasLog’s operations		—		—			—		—			—		—			—			—			1,440,590			1,440,590
Total comprehensive income attributable to GasLog’s operations		—		—			—		—			—		—			—			—			30,542,226			30,542,226
Cash distribution to GasLog in exchange for net assets		400,913		3,786,024			162,358		1,530,103			9,822,358		92,767,390			—			98,083,517			(281,980,675	)		(183,897,158	)
Net proceeds from public offering and issuance of general partner units (see Note 7)		91,837		2,846,947			14,160,000		319,035,746			—		—			—			321,882,693			—			321,882,693
Deemed distribution for excess consideration paid over the net book value		—		(645,452	)		—		(260,856	)		—		(15,815,258	)		—			(16,721,566	)		16,721,566			—
Distribution declared (see Note 7)		—		(267,385	)		—		(7,394,683	)		—		(5,707,183	)		—			(13,369,251	)		—			(13,369,251	)
Partnership’s profit (see Note 19)		—		290,883			—		8,713,197			—		5,540,049			—			14,544,129			—			14,544,129
Partnership’s other comprehensive income		—		74,421			—		3,343,719			—		302,952			—			3,721,092			—			3,721,092

Partnership’s total comprehensive income		—		365,304			—		12,056,916			—		5,843,001			—			18,265,221			—			18,265,221

Balance as of December 31, 2014 (as restated ⁽¹⁾ )		492,750		6,085,438			14,322,358		324,967,226			9,822,358		77,087,950			—			408,140,614			146,163,067			554,303,681

Profit attributable to GasLog’s operations (see Note 19)		—		—			—		—			—		—			—			—			7,003,443			7,003,443
Total comprehensive income attributable to GasLog’s operations		—		—			—		—			—		—			—			—			7,003,443			7,003,443
Cash distribution to GasLog in exchange for net assets contribution to the Partnership		—		—			—		—			—		—			—			—			(172,626,653	)		(172,626,653	)
Difference between net book values of acquired subsidiaries and consideration paid		—		(1,182,216	)		—		(297,211	)		—		(17,980,716	)		—			(19,460,143	)		19,460,143			—
Net proceeds from public offering and issuance of general partner units (Note 7)		153,061		3,658,158			7,500,000		171,831,076			—		—			—			175,489,234			—			175,489,234
Distributions declared (Note 7)		—		(1,023,849	)		—		(32,359,031	)		—		(17,498,531	)		(310,989	)		(51,192,400	)		—			(51,192,400	)
Share-based compensation		—		3,188			—		93,132			—		41,919			21,162			159,401			—			159,401
Partnership’s profit (Note 19)		—		1,300,808			—		43,197,759			—		18,135,024			2,406,792			65,040,383			—			65,040,383

Partnership’s total comprehensive income		—		1,300,808			—		43,197,759			—		18,135,024			2,406,792			65,040,383			—			65,040,383

Balance as of December 31, 2015		645,811		8,841,527			21,822,358		507,432,951			9,822,358		59,785,646			2,116,965			578,177,089			—			578,177,089

⁽¹⁾

Restated so as to reflect the historical financial statements of GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. acquired on July 1, 2015 from GasLog (Note 1).

The accompanying notes are an integral part of these combined and consolidated financial statements.

F-7

GasLog Partners LP

Combined and consolidated statements of cash flows
For the years ended December 31, 2013, 2014 and 2015
(All amounts expressed in U.S. Dollars)


	Note	2013			2014			2015
					(restated) ⁽¹⁾
Cash flows from operating activities:
Profit for the year			26,218,242			43,645,765			72,043,826
Adjustments for:
Depreciation			12,237,735			33,931,177			44,252,782
Financial costs			12,133,143			33,393,318			27,201,945
Financial income			(31,686	)		(40,593	)		(25,575	)
Unrealized (gain)/loss on interest rate swaps held for trading including ineffective portion of cash flow hedges			(3,592,103	)		265,822			—
Recycled loss of cash flow hedges reclassified to profit or loss			654,964			5,471,275			—
Non-cash contributed services			627,000			—			—
Share-based compensation			—			—			205,196

			48,247,295			116,666,764			143,678,174
Movements in operating assets and liabilities:
Increase in trade and other receivables			(116,782	)		(1,245,180	)		(3,702,292	)
(Increase)/decrease in inventories			(730,209	)		(1,092,609	)		189,246
Change in related parties, net			(13,645,871	)		6,307,756			(4,254,358	)
(Increase)/decrease in prepayments and other current assets			(343,688	)		(758,425	)		809,138
(Increase)/decrease in other non-current assets			(352,720	)		(820,306	)		60,702
Increase in other non-current liabilities			—			53,148			83,257
Increase/(decrease) in trade accounts payable			1,062,209			2,274,688			(611,476	)
Increase in other payables and accruals			7,261,457			13,404,119			215,986

Cash provided by operations			41,381,691			134,789,955			136,468,377

Interest paid			(9,222,665	)		(25,191,501	)		(23,238,237	)

Net cash provided by operating activities			32,159,026			109,598,454			113,230,140

Cash flows from investing activities:
Payments for vessels’ additions			(452,791,594	)		(787,600,977	)		(7,141,672	)
Financial income received			28,370			35,317			34,167
Purchase of short-term investments			(1,500,000	)		(35,694,481	)		(4,000,000	)
Maturity of short-term investments			—			15,494,481			25,700,000

Net cash (used in)/provided by investing activities			(454,263,224	)		(807,765,660	)		14,592,495

Cash flows from financing activities:
Borrowings drawdowns			411,000,000			1,022,500,000			—
Borrowings repayments			(16,104,809	)		(611,895,191	)		(57,500,000	)
Payment of loan issuance costs			(181,101	)		(13,334,047	)		(922,080	)
Cash distribution to GasLog in exchange for contribution of net assets			—			(183,897,158	)		(172,626,653	)
Proceeds from public offerings and issuance of general partner units (net of underwriting discounts and commissions)			—			325,933,897			176,533,158
Payment of offering costs			—			(3,964,438	)		(1,104,297	)
Distributions paid			—			(13,369,251	)		(51,192,400	)
Dividend due to GasLog before vessels’ drop-down			—			(9,800,000	)		(7,850,000	)
Increase/(decrease) in amounts due to shareholders			13,728,649			(13,728,649	)		—
Capital contributions received			28,062,945			232,560,000			—

Net cash provided by/(used in) financing activities			436,505,684			731,005,163			(114,662,272	)

Increase in cash and cash equivalents			14,401,486			32,837,957			13,160,363

Cash and cash equivalents, beginning of the year			2,299			14,403,785			47,241,742

Cash and cash equivalents, end of the year			14,403,785			47,241,742			60,402,105

⁽¹⁾

Restated so as to reflect the historical financial statements of GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. acquired on July 1, 2015 from GasLog (Note 1).

The accompanying notes are an integral part of these combined and consolidated financial statements.

F-8

GasLog Partners LP

Combined and consolidated statements of cash flows
For the years ended December 31, 2013, 2014 and 2015
(All amounts expressed in U.S. Dollars)


	Note		2013		2014		2015
					(restated) ⁽¹⁾
Non-Cash Investing and Financing Activities:		18
Capital expenditures included in liabilities at the end of the year				93,025		102,838		212,777
Payment for vessels through related parties				4,475,384		122,332		—
Financing costs included in liabilities at the end of the year				29,385		377,067		30,248
Financing costs paid through related parties				1,523,326		—		44,193
Offering costs included in liabilities at the end of the year				—		86,766		—
Offering costs paid through related parties				—		—		26,393
Dividend declared but not paid				9,800,000		7,850,000		—
Non-cash contributed services				627,000		—		—

⁽¹⁾

Restated so as to reflect the historical financial statements of GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. acquired on July 1, 2015 from GasLog (Note 1).

The accompanying notes are an integral part of these combined and consolidated financial statements.

F-9

GasLog Partners LP

Notes to the combined and consolidated financial statements
For the years ended December 31, 2013, 2014 and 2015
(All amounts expressed in U.S. Dollars, except unit data)

1. Organization and Operations

GasLog Partners LP (the “Partnership”) was formed as a limited partnership under the laws of the Marshall Islands on January 23, 2014, being a wholly owned subsidiary of GasLog for the purpose of initially acquiring the interests in three liquefied natural gas (“LNG”) carriers that were contributed to the Partnership by GasLog in connection with the initial public offering of its common units (the “IPO”).

In connection with the IPO on May 12, 2014, the Partnership acquired from GasLog 100% of the ownership interests in GAS-three Ltd., GAS-four Ltd. and GAS-five Ltd., the entities that own GasLog Shanghai , GasLog Santiago and GasLog Sydney (the “Initial Fleet”), respectively, in exchange for (i) 162,358 common units and 9,822,358 subordinated units issued to GasLog representing a 49.8% limited partner interest and all of the incentive distribution rights (“IDRs”); (ii) 400,913 general partner units issued to GasLog Partners GP LLC (the “general partner”), a wholly owned subsidiary of GasLog, representing a 2.0% general partner interest and; (iii) $65,695,522 of cash consideration paid directly to GasLog from the IPO proceeds.

On September 29, 2014, the Partnership completed a follow-on public offering of 4,500,000 common units at a public offering price of $31.00 per unit. The net proceeds from this offering after deducting underwriting discounts and other offering expenses were $133,005,596. In connection with the offering, the Partnership issued 91,837 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest. The net proceeds from the issuance of the general partner units were $2,846,947. The total net proceeds of $135,852,543 were used to partially finance the acquisition from GasLog of 100% of the ownership interests in GAS-sixteen Ltd. and GAS-seventeen Ltd., the entities that own two 145,000 cbm LNG carriers, the Methane Rita Andrea and the Methane Jane Elizabeth , respectively, for an aggregate purchase price of $328,000,000.

On June 26, 2015, the Partnership completed an equity offering of 7,500,000 common units at a public offering price of $23.90 per unit. The net proceeds from this offering after deducting underwriting discounts and other offering expenses were $171,831,076. In connection with this offering, the Partnership issued 153,061 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest. The net proceeds from the issuance of the general partner units were $3,658,158. The total net proceeds of $175,489,234 were used to finance the acquisition from GasLog of 100% of the ownership interests in GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd., the entities that own three 145,000 cbm LNG carriers, the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally , respectively, which were acquired on July 1, 2015 for an aggregate purchase price of $483,000,000.

The acquisitions of (i) GAS-sixteen Ltd. and GAS-seventeen Ltd. and (ii) GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. were accounted for as reorganizations of companies under common control. The Partnership’s historical results were retroactively restated to reflect the historical results of (i) GAS-sixteen Ltd. and GAS-seventeen Ltd. and (ii) GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. from their respective dates of incorporation by GasLog. The carrying amounts of assets and liabilities included are based on the historical carrying amounts of such assets and liabilities recognized by the subsidiaries.

For the periods prior to the formation of the Partnership the financial statements represent the combined statements of GAS-three Ltd., GAS-four Ltd. and GAS-five Ltd. (the “Subsidiaries”) using the historical carrying costs of the assets and the liabilities from their dates of incorporation. All references to the Partnership prior to the formation of the Partnership refer to the Subsidiaries and references to the Partnership subsequent to the formation of the Partnership refer to the Partnership and its subsidiaries, including the Subsidiaries. For convenience hereinafter the financial statements for all years are referred to as the combined and consolidated financial statements.

F-10

As of December 31, 2015, GasLog holds a 32.9% interest in the Partnership. As a result of its 100% ownership of the general partner, and the fact that the general partner elects the majority of the Partnership’s directors in accordance with the Partnership Agreement, GasLog has the ability to control the Partnership’s affairs and policies.

The Partnership’s principal business is the acquisition and operation of vessels in the LNG market, providing transportation services of LNG on a worldwide basis under long-term charters. GasLog LNG Services Ltd. (“GasLog LNG Services” or the “Manager”), a related party and a wholly owned subsidiary of GasLog, incorporated under the laws of the Bermuda, provides technical services to the Partnership.

As of December 31, 2015, the companies listed below were 100% held by the Partnership:

Name

Place of
incorporation

Date of
incorporation

Principal activities

Vessel

Cargo Capacity
(cbm)

Delivery Date

GAS-three Ltd.

Bermuda

April 2010

Vessel-owning company

GasLog Shanghai

155,000

January 2013

GAS-four Ltd.

Bermuda

April 2010

Vessel-owning company

GasLog Santiago

155,000

March 2013

GAS-five Ltd.

Bermuda

February 2011

Vessel-owning company

GasLog Sydney

155,000

May 2013

GAS-sixteen Ltd.

Bermuda

January 2014

Vessel-owning company

Methane Rita Andrea

145,000

April 2014

GAS-seventeen Ltd.

Bermuda

January 2014

Vessel-owning company

Methane Jane Elizabeth

145,000

April 2014

GAS-nineteen Ltd.

Bermuda

April 2014

Vessel-owning company

Methane Alison Victoria

145,000

June 2014

GAS-twenty Ltd.

Bermuda

April 2014

Vessel-owning company

Methane Shirley Elisabeth

145,000

June 2014

GAS-twenty one Ltd.

Bermuda

April 2014

Vessel-owning company

Methane Heather Sally

145,000

June 2014

GasLog Partners Holdings LLC

Marshall
Islands

April 2014

Holding company

—

2. Significant Accounting Policies

Statement of compliance

The combined and consolidated financial statements of the Partnership have been prepared in accordance with International Financial Reporting Standards (the “IFRS”) as issued by the International Accounting Standards Board (the “IASB”).

Basis of preparation

The combined and consolidated financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

The principal accounting policies are set out below.

The combined and consolidated financial statements are expressed in U.S. dollars (“USD”), which is the functional currency of the Partnership and each of its subsidiaries because their vessels operate in international shipping markets, in which revenues and expenses are primarily settled in USD and the Partnership’s most significant assets and liabilities are paid for and settled in USD.

In considering going concern, management has reviewed the Partnership’s future cash requirements, covenant compliance and earnings projections. As of December 31, 2015, the Partnership’s current assets totaled $70,359,289 while current liabilities totaled $353,087,725, resulting in a negative working capital position of $282,728,436. Current liabilities include $328,000,000 of loans due within one year, $305,500,000 of which the Partnership is currently discussing to refinance, with the balance of $22,500,000 representing scheduled amortisation of other indebtedness. We have entered into an underwritten agreement with certain financial institutions to refinance $305,500,000 of our current debt. Syndication is complete and we are proceeding with documentation. We expect to execute definitive documentation well in advance of the maturity of all associated indebtedness.

Management anticipates that the Partnership’s primary sources of funds will be available cash, cash from operations, borrowings under new loan agreements and equity financings. Management believes that these sources of funds will be sufficient for the Partnership to meet its liquidity needs and comply with its banking covenants for at least twelve months from the end of the reporting period and therefore it is appropriate to prepare the financial statements on a going concern basis, although there can be no assurance that we will be able to obtain future debt and equity financing on terms acceptable to us.

F-11

On February 12, 2016, the Partnership’s board of directors authorized the combined and consolidated financial statements for issuance and filing.

Basis of combination/consolidation

The accompanying combined and consolidated financial statements include the accounts of the Partnership and its subsidiaries assuming that they are consolidated from the date of their incorporation by GasLog, as they were under the common control of GasLog. All intra-group transactions and balances are eliminated on consolidation.

Accounting for (i) revenues and related operating expenses and (ii) voyage expenses and commissions

Revenues comprise revenues from time charters for the charter hire of the Partnership’s vessels earned during the period in accordance with existing contracts.

A time charter represents a contract entered into for the use of a vessel for a specific period of time and a specified daily charter hire rate. Time charter revenue is recognized as earned on a straight-line basis over the term of the relevant time charter starting from the vessel’s delivery to the charterer, except for the off-hire period, when a charter agreement exists, the vessel is made available and services are provided to the charterer and collection of the related revenue is reasonably assured. Unearned revenue includes cash received prior to the balance sheet date relating to services to be rendered after the balance sheet date. Accrued revenue represents income recognized in advance as a result of the straight-line revenue recognition in respect of charter agreements that provide for varying charter rates.

Time charter hires received in advance are classified as liabilities until such time as the criteria for recognizing the revenue as earned are met.

Under a time charter arrangement the vessel operating expenses such as management fees, crew wages, provisions and stores, technical maintenance and insurance expenses, as well as broker’s commissions are paid by the vessel owner, whereas the majority of voyage expenses such as bunkers, port expenses, agents’ fees, and extra war risk insurance are paid by the charterer.

Vessel operating costs and voyage expenses and commissions are expensed as incurred, with the exception of commissions, which are recognized on a pro-rata basis over the duration of the period of the time charter.

Financial income and costs

Interest income, interest expense, other borrowing costs and realized loss on interest rate swaps are recognized on an accrual basis.

Foreign currencies

Transactions in currencies other than USD are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in other currencies are retranslated into USD at the rates prevailing at that date. All resulting exchange differences are recognized in the combined and consolidated statement of profit or loss in the period in which they arise.

Deferred financing costs

Commitment, arrangement, structuring, legal and agency fees incurred for obtaining new loans or refinancing existing facilities are recorded as deferred loan issuance costs and classified contra to debt while the fees incurred for the undrawn facilities are classified under non-current assets in the statement of financial position and are classified contra debt on the drawdown dates.

Deferred financing costs are deferred and amortized to financial costs over the term of the relevant loan, using the effective interest method. When the relevant loan is terminated or extinguished, the unamortized loan fees are written-off in the combined and consolidated statement of profit or loss.

F-12

Vessels

Vessels are stated at cost less accumulated depreciation and any accumulated impairment loss. The initial cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its working condition.

The cost of a LNG vessel is split into two components, a “vessel component” and a “drydocking component”. Depreciation for the vessel component is calculated on a straight-line basis, after taking into account the estimated residual values, over the estimated useful life of this major component of the vessels. Residual values are based on management’s estimation about the amount that the Partnership would currently obtain from disposal of its vessels, after deducting the estimated costs of disposal, if the vessels were already of the age and in the condition expected at the end of their useful life.

The LNG vessels are required to undergo a drydocking overhaul every five years to restore their service potential and to meet their classification requirements that cannot be performed while the vessels are operating. The drydocking component is estimated at the time of a vessel’s delivery from the shipyard or acquisition from the previous owner and is measured based on the estimated cost of the first drydocking, subsequent to its acquisition, based on the Partnership’s historical experience with similar types of vessels. For subsequent drydockings actual costs are capitalized when incurred. The drydocking component is depreciated over the period of five years in case of new vessels, and until the next drydocking for secondhand vessels.

Costs that will be capitalized as part of the future drydockings will include a variety of costs incurred directly attributable to the drydock and costs incurred to meet classification and regulatory requirements, as well as expenses related to the dock preparation and port expenses at the drydock shipyard, general shipyard expenses, expenses related to hull, external surfaces and decks, expenses related to machinery and engines of the vessel, as well as expenses related to the testing and correction of findings related to safety equipment on board. Drydocking costs do not include vessel operating expenses such as replacement parts, crew expenses, provisions, lubricants consumption, insurance, management fees or management costs during the drydocking period. Expenses related to regular maintenance and repairs of our vessels are expensed as incurred, even if such maintenance and repair occurs during the same time period as our drydocking.

The expected useful lives are as follows:


Vessel
LNG vessel component		35 years
Drydocking component		5 years

Management estimates the useful life of its vessels to be 35 years from the date of initial delivery from the shipyard. Secondhand vessels are depreciated from the date of their acquisition through their remaining estimated useful life.

The useful lives and the depreciation method are reviewed annually to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from Partnership’s vessels. The residual value is also reviewed at each financial period end. If expectations differ from previous estimates, the changes are accounted for prospectively in profit or loss in the period of the change and future periods.

Ordinary maintenance and repairs that do not extend the useful life of the asset are expensed as incurred.

When vessels are sold, they are derecognized and any gain or loss resulting from their disposals is included in profit or loss.

Impairment of vessels

All vessels are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Whenever the carrying amount of a vessel exceeds its recoverable amount, an impairment loss is recognized in the combined and consolidated statement of profit or loss. The recoverable amount is the higher of a vessel’s fair value

F-13

less cost of disposal and “value in use”. The fair value less cost of disposal is the amount obtainable from the sale of a vessel in an arm’s length transaction less the costs of disposal, while “value in use” is the present value of estimated future cash flows expected to arise from the continuing use of a vessel and from its disposal at the end of its useful life. Recoverable amounts are estimated for individual vessels. Each vessel is considered to be a single cash-generating unit. The fair value less cost of disposal of the vessels is estimated from market-based evidence by appraisal that is normally undertaken by professionally qualified brokers.

Provisions

Provisions are recognized when the Partnership has a present obligation (legal or constructive) as a result of a past event, it is probable that the Partnership will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Inventories

Inventories represent lubricants on board the vessel and are stated at the lower of cost calculated on a first-in, first-out basis, and net realizable value.

Financial instruments

Financial assets and liabilities are recognized when the Partnership has become a party to the contractual provisions of the instrument. All financial instruments are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

•

Cash and cash equivalents

Cash represents cash on hand and deposits with banks which are repayable on demand. Cash equivalents represent short-term, highly liquid investments which are readily convertible into known amounts of cash with original maturities of three months or less at the time of purchase that are subject to an insignificant risk of change in value.

•

Short-term investments

Short-term investments represent short-term, highly liquid time deposits placed with financial institutions which are readily convertible into known amounts of cash with original maturities of more than three months but less than 12 months at the time of purchase that are subject to an insignificant risk of change in value.

•

Trade receivables

Trade receivables are carried at the amount expected to be received from the third party to settle the obligation. Bad debts are written off during the year in which they are identified. An estimate is made for doubtful receivables based on a review of all outstanding amounts at each reporting date.

•

Borrowings

Borrowings are measured at amortized cost, using the effective interest method. Any difference between the proceeds (net of transaction costs) and the settlement of the borrowings is recognized in the statement of profit or loss over the term of the borrowings.

F-14

•

Derivative financial instruments

Derivative financial instruments, such as interest rate swaps, are used to economically hedge the Partnership’s exposure to interest rate risks. Derivative financial instruments are initially recognized at fair value and are subsequently remeasured to their fair value at each reporting date. The resulting changes in fair value are recognized in profit or loss immediately, unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. Derivatives are presented as assets when their valuation is favorable to the Partnership and as liabilities when unfavorable to the Partnership.

Criteria for classifying a derivative instrument in a hedging relationship include: (1) the hedging instrument is expected to be highly effective in achieving offsetting changes in fair value or cash flows attributable to the hedged risk; (2) the effectiveness of the hedge can be reliably measured; (3) there is adequate documentation of the hedging relationships at the inception of the hedge; and (4) for cash flow hedges, the forecasted transaction that is the hedged item in the hedging relationship must be considered highly probable.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in the combined and consolidated statement of profit or loss. Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to the combined and consolidated statement of profit or loss in the periods when the hedged item affects the combined and consolidated statement of profit or loss. Hedge accounting is discontinued when the Partnership terminates the hedging relationship, when the hedging instrument expires or is sold, terminated or exercised, or when it no longer qualifies for hedge accounting.

Any gain or loss accumulated in equity at that time remains in equity and is recognized in the combined and consolidated statement of profit or loss when the hedged item affects the combined and consolidated statement of profit or loss. When a forecast transaction designated as the hedged item in a cash flow hedge is no longer expected to occur, the gain or loss accumulated in equity is recycled immediately to the combined and consolidated statement of profit or loss.

Segment information

Each vessel-owning company owns one LNG carrier which is operated under a long-term time charter with similar operating and economic characteristics. Consequently, the information provided to our Chief Executive Officer (the Partnership’s chief operating decision maker), to review the Partnership’s operating results and allocate resources, is on a consolidated basis for a single reportable segment. Furthermore, when the Partnership charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure of geographic information is impracticable.

Critical accounting judgments and key sources of estimation uncertainty

The preparation of the combined and consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses recognized in the combined and consolidated financial statements. The Partnership’s management evaluates whether estimates should be made on an ongoing basis, utilizing historical experience, consultation with experts and other methods management considers reasonable in the particular circumstances. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability in the future.

F-15

Critical accounting judgments:

In the process of applying the Partnership’s accounting policies, management has made the following judgments, apart from those involving estimations, that had the most significant effect on the amounts recognized in the combined and consolidated financial statements.

Classification of the Partnership interests: The interests in the Partnership comprise common units, subordinated units, a general partner interest and incentive distribution rights. Under the terms of the Partnership Agreement, the Partnership is required to distribute 100% of available cash (as defined in our Partnership Agreement) with respect to each quarter within 45 days of the end of the quarter to the partners. Available cash can be summarized as cash and cash equivalents less an amount equal to cash reserves established by the board of directors to (i) provide for the proper conduct of the business of the Partnership group (including reserves for future capital expenditures and for anticipated future credit needs of the Partnership group) subsequent to such quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which any Partnership group member is a party or by which it is bound or its assets are subject and/or (iii) provide funds for certain distributions relating to future periods.

In reaching a judgment as to whether the interests in the Partnership should be classified as liabilities or equity interests, the Partnership has considered the wide discretion of the board of directors to determine whether any portion of the amount of cash available to the Partnership constitutes available cash and that it is possible that there could be no available cash. In the event that there is no available cash, as determined by the board of directors, the Partnership does not have a contractual obligation to make a distribution. Accordingly, management has concluded that the Partnership interests do not represent a contractual obligation on the Partnership to deliver cash and therefore should be classified as equity within the financial statements.

Key sources of estimation uncertainty are as follows:

Vessel lives and residual value: Vessels are stated at cost, less accumulated depreciation. The estimates and assumptions that have the most significant effect on the vessel carrying amount relate to the estimation of the useful life of an LNG vessel of 35 years and the residual value.

An increase in the estimated useful life of a vessel or in its residual value would have the effect of decreasing the annual depreciation charge, and an increase in the estimated useful life of a vessel would also extend annual depreciation charge into later periods. A decrease in the useful life of a vessel or its residual value would have the effect of increasing the annual depreciation charge.

Management estimates residual value of its vessels to be equal to the product of its lightweight tonnage (“LWT”) and an estimated scrap rate per LWT. Effective October 1, 2015, following management’s annual reassessment, the estimated scrap rate per LWT was decreased. This change in estimate increased depreciation expense by $63,048 for the year ended December 31, 2015 and is expected to increase the future annual depreciation by $252,191.

If regulations place significant limitations over the ability of a vessel to trade on a worldwide basis, the vessel’s useful life will be adjusted to end at the date such regulations become effective. The estimated residual value of a vessel may not represent the fair market value at any one time partly because market prices of scrap rates tend to fluctuate.

Vessel cost: The Partnership recognizes drydocking costs as a separate component of the vessel’s carrying amounts and amortizes the drydocking cost on a straight-line basis over the estimated period until the next drydocking. If the vessel is disposed of before the next drydocking, the remaining balance of the drydock component is written-off and forms part of the gain or loss recognized upon disposal of vessels in the period of disposal. The Partnership expects that its vessels will be required to be drydocked in approximately 60 months after their delivery from the shipyard, and thereafter every 60 months will be required to undergo special or intermediate surveys and drydocked for major repairs and maintenance that cannot be performed while the vessels are operating. The Partnership amortizes its estimated drydocking expenses for the first special survey over five years, in case of new vessels, and until the next drydocking for secondhand vessels unless

F-16

the Partnership intends to drydock the vessels earlier as circumstances arise. Management estimates the drydocking component on acquisition of a vessel, as costs to be incurred during the first drydocking at the drydock yard, subsequent to its acquisition, for a special survey and parts and supplies used in making such repairs that meet the recognition criteria, based on historical experience with similar types of vessels. For subsequent drydockings actual costs are capitalized when incurred.

Impairment of vessels: The Partnership evaluates the carrying amounts of its vessels to determine whether there is any indication that those vessels have suffered an impairment loss. If any such indication exists, the recoverable amount of vessels is estimated in order to determine the extent of the impairment loss, if any.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. The projection of cash flows related to vessels is complex and requires management to make various estimates including future freight rates, earnings from the vessels and discount rates. All of these items have been historically volatile. In assessing the fair value less cost to sell of the vessel, the Partnership obtains vessel valuations from independent and internationally recognized ship brokers on an annual basis or when there is an indication that an asset or assets may be impaired. If an indication of impairment is identified, the need for recognizing an impairment loss is assessed by comparing the carrying amount of the vessels to the higher of the fair value less cost to sell and the value in use.

The Partnership’s estimates of basic market value assume that the vessels are all in seaworthy condition without a need for repair and if inspected would be certified in class without notations of any kind. The Partnership’s estimates are based on approximate market values for our vessels that have been received from shipbrokers, which are also commonly used and accepted by our lenders for determining compliance with the relevant covenants in our credit facilities. Vessel values can be highly volatile, so that the estimates may not be indicative of the current or future basic market value of the Partnership’s vessels or prices that could be achieved if it were to sell them.

As of December 31, 2015, the carrying amounts of the Methane Rita Andrea , the Methane Jane Elizabeth , the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally were higher than the estimated charter free market value and the Partnership concluded that events and circumstances triggered the existence of potential impairment of these vessels. As a result, the Partnership performed the impairment assessment of the Partnership’s vessels by comparing the discounted projected net operating cash flows for these vessels to their carrying value. The Partnership’s strategy is to charter its vessels on 5 year-contracts or more, providing the Partnership with contracted stable cash flows. The significant factors and assumptions the Partnership used in its discounted projected net operating cash flow analysis included, among others, operating revenues, off-hire revenues, drydocking costs, operating expenses, management fees estimates and the discount rate. Revenue assumptions were based on contracted time charter rates up to the end of life of the current contract of each vessel as well as the estimated average time charter equivalent rates for the remaining life of the vessel after the completion of its current contract. The estimated daily time charter equivalent rates used for non-contracted revenue days are based on a combination of (i) recent charter market rates, (ii) conditions existing in the LNG market as of December 31, 2015, (iii) historical average time charter rates, based on publications by independent third party maritime research services, and (iv) estimated future time charter rates, based on publications by independent third party maritime research services that provide such forecasts. Recognizing that the LNG industry is cyclical and subject to significant volatility based on factors beyond our control, management believes the use of revenue estimates, based on the combination of factors (i) to (iv) above, to be reasonable as of the reporting date. In addition, the Partnership used an annual operating expenses escalation factor and estimates of scheduled and unscheduled off-hire revenues based on the Manager’s historical experience. All estimates used and assumptions made were in accordance with the Partnership’s internal budgets and historical experience of the shipping industry.

F-17

The value in use for the five vessels calculated as per above was higher than the carrying amount of these vessels and consequently, no impairment loss was recognized.

Adoption of new and revised IFRS

Standards and amendments in issue not yet adopted

At the date of authorization of these combined and consolidated financial statements, the following standards and amendments relevant to the Partnership were in issue but not yet effective:

In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers , which applies to all contracts with customers: the main exceptions are leases, financial instruments and insurance contracts. IFRS 15 specifies how and when an IFRS reporter will recognize revenue as well as requiring such entities to provide users of financial statements with more informative, relevant disclosures. The standard supersedes IAS 18 Revenue , IAS 11 Construction Contracts and a number of revenue-related interpretations. The standard was amended in September 2015 to delay the effective date to annual periods beginning on or after January 1, 2018 but early adoption is permitted. Management is currently evaluating the impact of this standard on the Partnership’s financial statements.

In July 2014, the IASB issued the complete version of IFRS 9 Financial Instruments. IFRS 9 specifies how an entity should classify and measure financial assets and financial liabilities. The new standard requires all financial assets to be subsequently measured at amortized cost or fair value depending on the business model of the legal entity in relation to the management of the financial assets and the contractual cash flows of the financial assets. The standard also requires a financial liability to be classified as either at fair value through profit or loss or at amortized cost. In addition a new hedge accounting model was introduced, that is designed to be more closely aligned with how entities undertake risk management activities when hedging financial and non-financial risk exposures. The standard is effective for accounting periods beginning on or after January 1, 2018 but early adoption is permitted. Management is currently evaluating the impact of this standard on the Partnership’s financial statements.

In January 2016, the IASB issued IFRS 16 Leases , which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, i.e. the customer (“lessee”) and the supplier (“lessor”). IFRS 16 eliminates the classification of leases by lessees as either operating leases or finance leases and, instead, introduces a single lessee accounting model. Applying that model, a lessee is required to recognise: (a) assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value; and (b) depreciation of lease assets separately from interest on lease liabilities in the statement of profit or loss. Lessors continue to classify their leases as operating leases or finance leases, and to account for those two types of leases differently. IFRS 16 supersedes the previous leases Standard, IAS 17 Leases , and related Interpretations. The standard is effective from 1 January 2019, with early adoption permitted only with concurrent adoption of IFRS 15 Revenue from Contracts with Customers. Management is currently evaluating the impact of this standard on the Partnership’s financial statements.

The impact of all other IFRS standards and amendments issued but not yet adopted is not expected to be material on our financial statements.

F-18

3. Vessels

The movement in vessels is reported in the following table:


Cost	Vessels
As of January 1, 2014		574,768,543
Additions		783,257,738

As of December 31, 2014		1,358,026,281

Additions		7,129,279
Fully amortized drydocking component		(1,624,000	)

As of December 31, 2015		1,363,531,560

Accumulated depreciation
As of January 1, 2014		12,237,735
Depreciation expense		33,931,177

As of December 31, 2014		46,168,912

Depreciation expense		44,252,782
Fully amortized drydocking component		(1,624,000	)

As of December 31, 2015		88,797,694

Net book value
As of December 31, 2014		1,311,857,369

As of December 31, 2015		1,274,733,866

Vessels with an aggregate carrying amount of $1,274,733,866 as of December 31, 2015 (December 31, 2014: $1,311,857,369) have been pledged as collateral under the terms of the Partnership’s bank loan agreements (Note 8).

In May 2010, GAS-three Ltd. and GAS-four Ltd. entered into shipbuilding contracts for the construction of two LNG carriers (155,000 cubic meters each) with Samsung Heavy Industries Co. Ltd. The first vessel, GasLog Shanghai , was delivered on January 28, 2013, and the second vessel, GasLog Santiago , was delivered on March 25, 2013.

In March 2011, GAS-five Ltd. entered into shipbuilding contract with Samsung Heavy Industries Co. Ltd. for the construction of one LNG carrier (155,000 cubic meters). The vessel, GasLog Sydney , was delivered on May 30, 2013.

On April 10, 2014, GasLog acquired three 145,000 cbm steam-powered LNG carriers and on June 4, 2014, June 11, 2014, and June 25, 2014, acquired another three 145,000 cbm steam-powered LNG carriers from a subsidiary of BG Group plc (“BG Group”) for an aggregate cost of $936,000,000 (of which $930,000,000 was paid at closing of these deliveries while the payment of the remaining $6,000,000 will be made upon receipt of the relevant spares and before the end of the initial term of the charter party agreements) and chartered those vessels back to Methane Services Limited, a subsidiary of BG Group, for an average six year initial terms. The vessels acquired are the 2006 built Methane Rita Andrea , Methane Jane Elizabeth and Methane Lydon Volney , and the 2007 built Methane Alison Victoria, Methane Shirley Elisabeth and Methane Heather Sally. GasLog supervised the construction of all six vessels at Samsung Heavy Industries Co. Ltd. (“Samsung”) shipyard in Korea for BG Group and has provided technical management for the ships since delivery.

On September 29, 2014, the Partnership acquired from GasLog 100% of the ownership interests in GAS-sixteen Ltd. and GAS-seventeen Ltd., the entities that own the Methane Rita Andrea and the Methane Jane Elizabeth , respectively, for an aggregate purchase price of $328,000,000. As consideration for this acquisition, the Partnership paid GasLog $118,201,636, representing the difference between the $328,000,000 aggregate purchase price and the $217,000,000 of outstanding indebtedness of the acquired entities (Note 8) plus an adjustment of $7,201,636 in order to maintain the agreed working capital position in the acquired entities of $2,000,000 at the time of acquisition.

F-19

On July 1, 2015, the Partnership acquired from GasLog 100% of the ownership interests in GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd., the entities that own the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally , respectively, for an aggregate purchase price of $483,000,000. As consideration for this acquisition, the Partnership paid GasLog $172,626,653, representing the difference between the $483,000,000 aggregate purchase price and the $325,500,000 of outstanding indebtedness of the acquired entities assumed by the Partnership plus an adjustment of $15,126,653 in order to maintain the agreed working capital position in the acquired entities of $3,000,000 at the time of acquisition.

The additions of (i) the Methane Rita Andrea and the Methane Jane Elizabeth and (ii) the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally are presented at the cost acquired from BG Group as disclosed above. The acquisitions of the aforementioned vessels by GasLog were treated as asset acquisitions based on the absence of processes attached to the inputs. In addition, management considered that the charter party agreements entered into approximate market rates and has concluded that the contracted daily charter rate approximates fair value on the transaction completion dates, taking into account that the rates agreed with BG Group were in arms’ length negotiations and management’s understanding of the market. Considering the above, the purchase price was allocated in total to vessel cost in both instances.

4. Cash and Cash Equivalents

Cash and cash equivalents consisted of the following:

As of December 31,

2014

2015

Current accounts

42,492,382

60,402,105

Time deposits

4,749,360

—

Total

47,241,742

60,402,105

5. Trade and Other Receivables

Trade and other receivables consisted of the following:


	As of December 31,
	2014		2015
Due from charterers		495,283		560,652
VAT receivable		69,786		80,524
Accrued income		8,592		328,267
Insurance claims		295,634		2,851,023
Other receivables		535,128		1,277,657

Total		1,404,423		5,098,123

As of December 31, 2015, insurance claims included a claim receivable of $2.69 million relating to a hull and machinery incident.

As of December 31, 2014 and 2015, no receivable balances were past due or impaired, and therefore no allowance was necessary.

6. Other Non-current Assets

Other non-current assets consisted of the following:


	As of December 31,
	2014		2015
Accrued revenue from straight-line revenue		1,933,543		1,885,941
Other guarantees		129,483		116,383
Deferred financing cost		—		74,442

Total		2,063,026		2,076,766

F-20

Other guarantees as of December 31, 2014 and 2015, represent amounts due from a related party for advances made to GasLog LNG Services Ltd. in connection with security to a bank guarantee provided to the Greek government for GAS-three Ltd., GAS-four Ltd. and GAS-five Ltd.

7. Owners’/Partners’ Capital

As of December 31, 2013, the capital of each of the Subsidiaries consisted of 12,000 authorized common shares with a par value of $1 per share, all of which have been issued and are outstanding, resulting in a total owners’ capital of $36,000. Each share was entitled to one vote.

Capital contributions represent capital contributed by the owner of each Subsidiary in excess of par value to fund working capital and shipyard installments and capital contributed through contributed services. Capital contributions-contributed services for the year ended December 31, 2013 of $627,000 represented the fair value of commercial management services provided by GasLog to the Partnership for the period from each vessel’s delivery date to the effective date of the commercial management agreements for which no fees were paid. The fair value of the contributed management services represented the estimated value of $1,500 per vessel per day for the services received based on an annual fee of $540,000 for each vessel per year (refer to Note 13) as per the commercial management agreements contracted in July and August 2013 by the vessel owning companies, and has been recorded within General and administrative expenses in the accompanying combined and consolidated statements of profit or loss and as Capital contributions-contributed services in the accompanying combined and consolidated statements of changes in owners’/partners’ equity.

The reconciliation of the owners’ capital is the following:


	Share capital			Contributed surplus			Cash flow hedging reserve			(Accumulated deficit)/retained earnings			Total Owners’ capital
Balance as of January 1, 2013		36,000			119,409,935			(9,593,522	)		(3,223,490	)		106,628,923

Capital contributions		—			28,062,945			—			—			28,062,945
Capital contributions—contributed services		—			627,000			—			—			627,000
Dividend declared ($272.22 per share)		—			—			—			(9,800,000	)		(9,800,000	)
Profit for the year		—			—			—			26,218,242			26,218,242
Other comprehensive income for the year		—			—			4,431,840			—			4,431,840

Total comprehensive income for the year		—			—			4,431,840			26,218,242			30,650,082

Balance as of December 31, 2013		36,000			148,099,880			(5,161,682	)		13,194,752			156,168,950

Capital contributions		—			232,561,000			—			—			232,561,000
Dividend declared											(7,850,000	)		(7,850,000	)
Profit attributable to GasLog’s operations		—			—			—			29,101,636			29,101,636
Other comprehensive income attributable to GasLog’s operations		—			—			—			1,440,590			1,440,590

Total comprehensive income attributable to GasLog’s operations		—			—			—			30,542,226			30,542,226

Net contribution to the Partnership		(36,000	)		(241,124,880	)		5,161,682			(29,259,911	)		(265,259,109	)

Balance as of December 31, 2014		—			139,536,000			—			6,627,067			146,163,067

Profit attributable to GasLog’s operations		—			—			—			7,003,443			7,003,443

Total comprehensive income attributable to GasLog’s operations		—			—			—			7,003,443			7,003,443

Net contribution to the Partnership		—			(139,536,000	)		—			(13,630,510	)		(153,166,510	)

Balance as of December 31, 2015		—			—			—			—			—

F-21

As described in Note 1, on May 12, 2014, the Partnership completed its IPO and issued (1) 162,358 common units, 9,822,358 subordinated units and all of the incentive distribution rights to GasLog, (2) 400,913 general partner units to the general partner and (3) 9,660,000 common units (including 1,260,000 units in relation to the overallotment option exercised in full by the underwriters) at a price of $21.00 per unit. The net proceeds from the IPO amounted to $186,030,150 after deducting underwriting discount and underwriters’ expenses of $13,729,850 and the equity offering expenses of $3,100,000.

In addition, on September 29, 2014, the Partnership completed a follow-on public offering of 4,500,000 common units at a public offering price of $31.00 per unit. The net proceeds from this offering after deducting underwriting discounts and other offering expenses, were approximately $133,005,596. In connection with the offering, the Partnership issued 91,837 general partner units to its general partner in order for GasLog to retain its 2.0%. The net proceeds from the issuance of the general partner units were $2,846,947.

Also, on June 26, 2015, the Partnership completed an equity offering of 7,500,000 common units at a public offering price of $23.90 per unit. The net proceeds from this offering after deducting underwriting discounts and other offering expenses, were $171,831,076. In connection with the offering, the Partnership issued 153,061 general partner units to its general partner in order for GasLog to retain its 2.0% general partner interest. The net proceeds from the issuance of the general partner units were $3,658,158.

As of December 31, 2015, the Partnership’s capital consisted of 21,822,358 outstanding common units, 9,822,358 outstanding subordinated units and 645,811 outstanding general partner units.

Cash distribution

On July 30, 2014, the board of directors declared a prorated quarterly cash distribution with respect to the quarter ended June 30, 2014 of $0.20604 per unit. The distribution was prorated for the period beginning on May 12, 2014, which was the closing date of the IPO, and ending on June 30, 2014, and corresponds to a quarterly distribution of $0.375 per outstanding unit, or $1.50 per outstanding unit on an annualized basis. The prorated cash distribution was paid on August 14, 2014 to all unitholders of record as of August 11, 2014.

On October 29, 2014, the board of directors declared a quarterly cash distribution with respect to the quarter ended September 30, 2014 of $0.375 per unit. The quarter ended September 30, 2014 was the Partnership’s first full quarter since the IPO. The cash distribution was paid on November 14, 2014 to all unitholders of record as of November 10, 2014.

On January 28, 2015, the board of directors declared a quarterly cash distribution, with respect to the quarter ended December 31, 2014, of $0.4345 per unit. The cash distribution was paid on February 12, 2015, to all unitholders of record as of February 9, 2015.

On April 29, 2015, the board of directors declared a quarterly cash distribution, with respect to the quarter ended March 31, 2015, of $0.4345 per unit. The cash distribution was paid on May 14, 2015 to all unitholders of record as of May 11, 2015.

On July 29, 2015, the board of directors declared a quarterly cash distribution, with respect to the quarter ended June 30, 2015, of $0.4345 per unit. The cash distribution was paid on August 13, 2015 to all unitholders of record as of August 10, 2015.

On October 28, 2015, the board of directors declared a quarterly cash distribution, with respect to the quarter ended September 30, 2015, of $0.478 per unit. The cash distribution was paid on November 12, 2015 to all unitholders of record as of November 9, 2015.

F-22

Voting Rights

The following is a summary of the unitholder vote required for the approval of the matters specified below. Matters that require the approval of a “unit majority” require:

•

during the subordination period, the approval of a majority of the outstanding common units, excluding those common units held by the general partner and its affiliates, voting as a single class and a majority of the subordinated units voting as a single class; and

•

after the subordination period, the approval of a majority of the outstanding common units voting as a single class.

In voting their common units and subordinated units the general partner and its affiliates will have no fiduciary duty or obligation whatsoever to the Partnership or the limited partners, including any duty to act in good faith or in the best interests of the Partnership or the limited partners.

Each outstanding common unit is entitled to one vote on matters subject to a vote of common unitholders. However, to preserve the Partnership’s ability to claim an exemption from U.S. federal income tax under Section 883 of the Code, if at any time any person or group owns beneficially more than 4.9% of any class of units then outstanding, any units beneficially owned by that person or group in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders, calculating required votes (except for purposes of nominating a person for election to the board of directors), determining the presence of a quorum or for other similar purposes under the Partnership Agreement, unless otherwise required by law. Effectively, this means that the voting rights of any such unitholders in excess of 4.9% will be redistributed pro rata among the other common unitholders holding less than 4.9% of the voting power of all classes of units entitled to vote. The general partner, its affiliates and persons who acquired common units with the prior approval of the board of directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors.

The Partnership holds a meeting of the limited partners every year to elect one or more members of the board of directors and to vote on any other matters that are properly brought before the meeting. The general partner retains the right to appoint four of the directors.

General Partner Interest

The Partnership Agreement provides that the general partner initially will be entitled to 2.0% of all distributions that the Partnership makes prior to its liquidation. The general partner has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its 2.0% general partner interest if the Partnership issues additional units. The general partner’s 2.0% interest, and the percentage of the Partnership’s cash distributions to which it is entitled, will be proportionately reduced if the Partnership issues additional units in the future and the general partner does not contribute a proportionate amount of capital to the Partnership in order to maintain its 2.0% general partner interest. The general partner will be entitled to make a capital contribution in order to maintain its 2.0% general partner interest in the form of the contribution to us of common units based on the current market value of the contributed common units.

Incentive Distribution Rights

Incentive distribution rights represent the right 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. GasLog holds the incentive distribution rights following completion of the IPO. The incentive distribution rights may be transferred separately from any other interests, subject to restrictions in the Partnership Agreement. Except for transfers of incentive distribution rights to an affiliate or another entity as part of a merger or consolidation with or into, or sale of substantially all of the assets to, such entity, the approval of a majority of the Partnership’s common units (excluding common units held by the general partner and its affiliates), voting separately as a class, generally is required for a transfer of the incentive distribution rights to

F-23

a third party prior to March 31, 2019. Any transfer by GasLog of the incentive distribution rights would not change the percentage allocations of quarterly distributions with respect to such right.

The following table illustrates the percentage allocation of the additional available cash from operating surplus in respect to such rights:


	Marginal Percentage Interest in Distributions
	Total Quarterly Distribution Target Amount				Unitholders			General Partner			Holders of IDRs
Minimum Quarterly Distribution				$0.375		98.0	%		2.0	%		0	%
First Target Distribution		$0.375	up to	$0.43125		98.0	%		2.0	%		0	%
Second Target Distribution		$0.43125	up to	$0.46875		85.0	%		2.0	%		13.0	%
Third Target Distribution		$0.46875	up to	$0.5625		75.0	%		2.0	%		23.0	%
Thereafter		above		$0.5625		50.0	%		2.0	%		48.0	%

Subordinated Units

GasLog holds all of our subordinated units. The principal difference between our common units and subordinated units is that in any quarter during the subordination period the subordinated units are entitled to receive the minimum quarterly distribution of $0.375 per unit only after the common units have received the minimum quarterly distribution and arrearages in the payment of the minimum quarterly distribution from prior quarters. Subordinated units will not accrue arrearages. The subordination period generally will end if the Partnership has earned and paid at least $0.375 on each outstanding common and subordinated unit and the corresponding distribution on our general partner’s 2.0% interest for any three consecutive four-quarter periods ending on or after March 31, 2017. After the subordination period ends all subordinated units will convert into common units on a one-for- one basis and the common units will no longer be entitled to arrearages.

8. Borrowings

Borrowings as of December 31, 2014 and 2015 consisted of the following:


	As of December 31,
	2014			2015
Amounts due within one year		22,500,000			328,000,000
Less: unamortized deferred loan issuance costs		(1,500,200	)		(2,232,264	)

Borrowings—current portion		20,999,800			325,767,736

Amounts due after one year		783,000,000			420,000,000
Less: unamortized deferred loan issuance costs		(7,462,858	)		(4,277,093	)

Borrowings—non-current portion		775,537,142			415,722,907

Total		796,536,942			741,490,643

Bank loans:

DnB Bank ASA and Export-Import Bank of Korea:

On March 14, 2012, GAS-three Ltd. and GAS-four Ltd. entered into a loan agreement of up to $272,500,000 with DnB Bank ASA and the Export-Import Bank of Korea, in order to partially finance the acquisition of two LNG vessels. On January 18, 2013 and March 19, 2013, GAS-three Ltd. and GAS-four Ltd. drew down $272,500,000 in total from the loan facility for the financing of the GasLog Shanghai and the GasLog Santiago. Each tranche was repayable in 45 equal quarterly installments, as well as a balloon payment of $40,000,000 due together with the final installment in the first quarter of 2025. In connection with the Partnership’s IPO on May 12, 2014, the credit facility was amended to, among other things, permit GasLog to contribute GAS-three Ltd. and GAS-four Ltd. to the Partnership and add GasLog Partners Holdings LLC, as a guarantor. On

F-24

November 19, 2014, the outstanding amount of $246,432,264, for both tranches under the credit facility, was fully repaid.

Nordea Bank Finland PLC, ABN Amro Bank N.V. and Citibank International PLC syndicated loan:

On October 3, 2011, GAS-five Ltd. and GasLog’s subsidiary GAS-six Ltd. entered into a loan agreement of up to $277,000,000 with Nordea Bank Finland PLC, ABN Amro Bank N.V. and Citibank International PLC in order to partially finance the acquisition of two LNG vessels. The loan agreement provided for two equal tranches that were drawn on May 24, 2013 and July 19, 2013 for the financing of the GasLog Sydney and the GasLog Skagen. Each tranche was repayable in 23 quarterly installments, together with a final balloon payment of $89,617,647 payable concurrently with the last installments in 2019. In connection with the Partnership’s IPO on May 12, 2014, the credit facility entered was amended to among other things, (1) divide the facility into two separate facilities on substantially the same terms as the initial facility, with one of the facilities executed by GAS-five Ltd. for the portion allocated to the GasLog Sydney , (2) permit GasLog’s contribution of GAS-five Ltd. to the Partnership and (3) add GasLog Partners Holdings LLC as a guarantor and remove GasLog Carriers Ltd., a wholly owned subsidiary of GasLog, as guarantor in connection with the GAS-five Ltd. facility. In connection with these amendments, the Partnership prepaid $82,633,649 of the new GAS-five Ltd. facility with proceeds of the initial public offering. On November 19, 2014, the outstanding amount of $48,225,101 under the GAS-five Ltd. credit facility was fully repaid.

Citibank N.A. London Branch:

On April 1, 2014, in connection with the acquisition of the three LNG carriers from BG Group (Note 3), GasLog signed a loan agreement of $325,500,000 with Citibank, N.A. London Branch (“Citibank”) acting as security agent and trustee for and on behalf of the other finance parties (the “Citibank Facility”). The loan had a two year maturity without intermediate payments bearing interest at LIBOR plus a margin and was drawn on April 9, 2014, to partially finance the deliveries of the Methane Rita Andrea , the Methane Jane Elizabeth and the Methane Lydon Volney. In connection with the closing of the Partnership’s acquisition of the two entities that own the Methane Rita Andrea and the Methane Jane Elizabeth on September 29, 2014, the Partnership and GasLog Partners Holdings LLC executed a supplemental deed that, among other things, permitted the Partnership to acquire GAS-sixteen Ltd. and GAS-seventeen Ltd. from GasLog and added the Partnership and GasLog Partners Holdings LLC as guarantors. The debt of $217,000,000 was assumed by the Partnership for the acquisition of GAS-sixteen Ltd. and GAS-seventeen Ltd. On October 9, 2014, the Partnership prepaid $25,000,000 from a portion of the proceeds of the follow-on equity offering (Note 7). The assumed balance of $192,000,000 was fully repaid on November 19, 2014.

Citibank N.A., London Branch, Nordea Bank Finland PLC London Branch, DVB Bank America N.V., ABN Amro Bank N.V., Skandinaviska Enskilda Banken AB and BNP Paribas:

On November 12, 2014, GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., GAS-sixteen Ltd., GAS-seventeen Ltd, the Partnership and GasLog Partners Holdings LLC entered in a loan agreement with Citibank acting as security agent and trustee for and on behalf of the other finance parties mentioned above, for a credit facility for up to $450,000,000 (the “Partnership Facility”) for the purpose of refinancing in full the existing debt facilities. The agreement provides for a single tranche that was drawn on November 18, 2014. The credit facility bears interest at LIBOR plus a margin and is repayable in 20 equal quarterly installments of $5,625,000 each and a final balloon payment of $337,500,000 together with the last quarterly installment in 2019. The balance outstanding as of December 31, 2015 was $427,500,000.

On May 8, 2015, the Partnership entered into a supplemental deed relating to the aforementioned loan facility, via which the Company’s lenders unanimously approved changes to the facility agreement to reflect the amendments to the three time charters agreed with BG Group on April 21, 2015. As the aforementioned deed did not result in substantially different terms to the

F-25

original loan agreement, the amendments were considered a modification of the existing terms. Consequently, the additional fees of $515,441 incurred during the year ended December 31, 2015 have been accounted for as deferred financing fees and will be amortized over the remaining term of the loan facility using the effective interest method.

Securities covenants and guarantees

The Partnership Facility is secured as follows:

(i)

first priority mortgages over the vessels owned by the borrowers;

(ii)

guarantees from the Partnership and its subsidiary GasLog Partners Holdings LLC;

(iii)

a pledge or a negative pledge of the share capital of the borrowers; and

(iv)

a first priority assignment of all earnings and insurances related to the vessels owned by the borrowers.

The Partnership Facility contains customary events of default, including nonpayment of principal or interest, breach of covenants or material inaccuracy of representations, default under other material indebtedness and bankruptcy. In addition, the Partnership Facility contains covenants requiring that the aggregate fair market value of the vessels securing the facility remains above 120% of the aggregate amount outstanding under the facility. In the event that the value of the vessels falls below the threshold, the Partnership could be required to provide the lender with additional security or prepay a portion of the outstanding loan balance, which could negatively impact the Partnership’s liquidity.

The Partnership, as corporate guarantor for the Partnership Facility is also subject to specified financial covenants on a consolidated basis. These financial covenants include the following as defined in the agreements:

(i)

the aggregate amount of all unencumbered cash and cash equivalents must be no less than the higher of 3% of total indebtedness or $15,000,000;

(ii)

total indebtedness divided by total capitalization must not exceed 60%;

(iii)

the ratio of EBITDA over debt service obligations (including interest and debt repayments) on a trailing 12 months’ basis must be no less than 110%; and

(iv)

the Partnership is permitted to declare or pay any dividends or distributions, subject to no event of default having occurred or occurring as a consequence of the payment of such dividends or distributions.

The Partnership Facility also imposes certain restrictions relating to the Partnership, including restrictions that limit its ability to make any substantial change in the nature of its business or to the corporate structure without approval from the lenders.

Compliance with the financial covenants is required on a semi-annual basis.

The Partnership was in compliance with the Partnership Facility covenants as of December 31, 2015.

Citibank N.A. London Branch facility

Following the acquisition of GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd., the Partnership assumed $325,500,000 of outstanding indebtedness of the acquired entities (the “Assumed Facility”). The loan agreement providing for the Assumed Facility was signed by GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd., on May 12, 2014 with Citibank N.A. London Branch, acting as security agent and trustee for and on behalf of the other finance parties. The loan has a two year maturity bearing interest at LIBOR plus a margin and $108,500,000 was drawn on each of June 3, 2014, on June 10, 2014 and on June 24, 2014 to partially finance the deliveries of the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally, respectively. Using the proceeds of the equity offering completed in June 2015, the Partnership prepaid $10,000,000 of the GAS- nineteen Ltd. tranche on September 4, 2015, $5,000,000 of the GAS-

F-26

twenty Ltd. tranche on December 10, 2015 and $5,000,000 of the GAS-twenty one Ltd. tranche on December 29, 2015. The aggregate balance outstanding as of December 31, 2015 was $305,500,000 and repayable in full in June 2016 without intermediate payments. Each of the borrowers is required to have a minimum liquidity of $1,500,000 following the loan drawdown date. The Assumed Facility is secured as follows:

(i)

first priority mortgages over the vessels owned by the borrowers;

(ii)

guarantees from GasLog, the Partnership and its subsidiary GasLog Partners Holdings LLC;

(iii)

a pledge or a negative pledge of the share capital of the borrowers; and

(iv)

a first priority assignment of all earnings and insurances related to the vessels owned by the borrowers.

The Assumed Facility contains customary events of default, including nonpayment of principal or interest, breach of covenants or material inaccuracy of representations, default under other material indebtedness and bankruptcy. In addition, the facility contains covenants requiring that the aggregate fair market value of the vessels securing the facility and any additional security provided to the lenders remain not less than 120% of the aggregate amount outstanding under the facility and any related swap exposure. In the event that the value of the vessels falls below the threshold, the Partnership could be required to provide the lender with additional security or prepay a portion of the outstanding loan balance, which could negatively impact the Partnership’s liquidity.

GasLog, as corporate guarantor for the Assumed Facility, is also subject to specified financial covenants on a consolidated basis. The financial covenants include the following:

(i)

net working capital (excluding the current portion of long-term debt) must be not less than $0;

(ii)

total indebtedness divided by total assets must not exceed 75%;

(iii)

the ratio of EBITDA over debt service obligations (including interest and debt repayments) on a trailing 12 months basis must be not less than 110%;

(iv)

the aggregate amount of all unencumbered cash and cash equivalents must be not less than the higher of 3% of total indebtedness or $20,000,000 after the first drawdown;

(v)

(vi)

the market value adjusted net worth of GasLog must at all times be not less than $350,000,000.

Any failure by GasLog to comply with these financial covenants would permit the lenders under the Assumed Facility to exercise remedies as secured creditors which, if such a default was to occur, could include foreclosing on the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally.

Loan from related parties

Following the IPO on May 12, 2014, the Partnership entered into a $30,000,000 revolving credit facility with GasLog, to be used for general partnership purposes. The credit facility is unsecured and provides for an availability period of 36 months and bears interest at a rate of 5.0% per annum, with no commitment fee for the first year. After the first year, the interest increased to a rate of 6.0% per annum, with an annual 2.4% commitment fee on the undrawn balance. The Partnership drew the whole available amount of the revolving credit facility, into two advances of $25,000,000

F-27

and $5,000,000 on November 12, 2014 and November 17, 2014, respectively. Each advance drawn will be repayable within a period of 6 months after the respective drawdown date but is subject to unconditional right of immediate renewal if no repayment is made. An amount of $15,000,000 was repaid into the revolving facility on December 17, 2015. As of December 31, 2015, the Partnership did not intend to make a payment within the next twelve months; therefore, the outstanding balance of $15,000,000 was classified as non-current.

Borrowings Repayment Schedule

The maturity table below reflects the principal repayments of the borrowings outstanding as of December 31, 2015 based on their repayment schedules:


	As of December 31, 2015
Not later than one year		328,000,000
Later than one year and not later than three years		60,000,000
Later than three years and not later than five years		360,000,000

Total		748,000,000

The weighted average interest rate, for the above mentioned credit facilities, as of December 31, 2015 was 3.02% (December 31, 2014: 2.90%).

As the Partnership Facility and the Assumed Facility bear interest at variable interest rates, the aggregate fair value of the aforementioned facilities as of December 31, 2015 is equal to the amount outstanding of $733,000,000. The fair value of the revolving credit facility as of December 31, 2015 is $13,795,746.

9. Other Payables and Accruals

An analysis of other payables and accruals is as follows:


	As of December 31,
	2014		2015
Unearned revenue		17,313,078		17,365,081
Accrued legal and professional fees		487,884		194,979
Accrued management, commercial, administrative fees and other vessel management expenses (Note 13)		743,284		—
Accrued crew costs		1,770,259		2,104,180
Accrued off-hire		23,916		156,841
Accrued purchases		467,594		1,022,494
Accrued interest		1,949,950		2,914,945
Accrued board of directors fees		210,130		218,750
Other payables and accruals		669,859		807,082

Total		23,635,954		24,784,352

The unearned revenue of $17,365,081 represents charter hires received in advance in December 2015 relating to January 2016 (December 31, 2014: $17,313,078).

F-28

10. General and Administrative Expenses

An analysis of general and administrative expenses is as follows:


	For the year ended December 31,
	2013		2014		2015
Board of directors’ fees		—		673,370		1,093,424
Share-based compensation (Note 20)		—		—		205,196
Legal and professional fees		42,321		1,111,654		2,052,053
Commercial management fees (Note 13)		1,243,500		2,387,500		2,880,000
Administrative fees (Note 13)		—		1,417,732		3,822,000
Directors’ and officers’ liability insurance		—		334,234		426,259
Other expenses		238,804		457,640		507,080

Total		1,524,625		6,382,130		10,986,012

11. Vessel Operating Costs

An analysis of vessel operating costs is as follows:


	For the year ended December 31,
	2013		2014		2015
Management fees and other vessel management expenses (Note 13)		1,118,738		3,658,065		4,416,000
Crew wages		7,292,871		17,631,458		21,082,798
Technical maintenance expenses		1,462,044		3,173,899		8,476,915
Provisions and stores		908,080		1,393,703		2,130,067
Insurance expenses		811,416		2,317,241		3,255,891
Other operating expenses		717,444		2,577,906		3,426,670

Total		12,310,593		30,752,272		42,788,341

12. Net Financial Income and Costs

An analysis of financial income and financial costs is as follows:


	For the year ended December 31,
	2013		2014		2015
Financial income
Financial income		31,686		40,593		25,575

Total financial income		31,686		40,593		25,575

Financial costs
Amortization of deferred loan issuance costs		1,697,904		12,098,752		2,998,713
Interest expense on loans		8,993,313		18,977,890		23,987,145
Realized loss on cash flow hedges		1,384,731		813,375		—
Other financial costs		57,195		1,503,301		216,087

Total financial costs		12,133,143		33,393,318		27,201,945

During the year ended December 31, 2014, (i) an amount of $9,018,650 representing the write-off of the unamortized deferred loan issuance costs in connection with the repayment of the then existing debt facilities (Note 8) is included in Amortization of deferred loan issuance costs and (ii) an amount of $1,232,161 related to termination fees for the aforementioned debt is included in Other financial costs.

F-29

13. Related Party Transactions

The Partnership has the following balances with related parties which are included in the combined and consolidated statements of financial position:

Amounts due from related parties

As of December 31,

2014

2015

Due from GasLog LNG Services ^(a)

925,398

2,885,676

Total

925,398

2,885,676

Amounts due to related parties

As of December 31,

2014

2015

Due to GasLog ^(b)

1,959,145

137,267

Due to GasLog Carriers Ltd. (“GasLog Carriers”) ^(c)

8,373,948

—

Total

10,333,093

137,267

^(a)

The balances represent mainly amounts advanced to the Manager to cover future operating expenses of the Partnership.

^(b)

The balance of $1,959,145 as of December 31, 2014 mainly represents outstanding commercial management and administrative fees of $2,010,500. The balance of $137,267 as of December 31, 2015 represents payments made by GasLog on behalf of the Partnership.

^(c)

As of December 31, 2014, the balance due to GasLog Carriers, the parent company of GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. prior to their acquisition by the Partnership, represented dividends of $7,850,000 which were declared by the aforementioned subsidiaries but not paid as of December 31, 2014, plus $523,948 of operating expenses paid by GasLog Carriers on behalf of GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. As of December 31, 2015, the outstanding balance had been fully settled.

Loans due to related parties

As of December 31,

2014

2015

Revolving credit facility with GasLog

30,000,000

15,000,000

Total

30,000,000

15,000,000

The details of the revolving credit facility with GasLog are disclosed in Note 8.

F-30

The Partnership had the following transactions with related parties for the years ended December 31, 2013, 2014 and 2015:


Company	Details	Account	2013		2014		2015
Costs capitalized to vessel cost:
GasLog LNG Services	Construction supervision fees ⁽ⁱ⁾	Vessels		876,789		—		—
GasLog LNG Services	Pre-delivery management fees ⁽ⁱⁱ⁾	Vessels		171,000		—		—
GasLog LNG Services	Ship management system (“SMS” fee) ⁽ⁱ⁾	Vessels		420,000		—		—
Costs expensed:
GasLog	Commercial management fee ⁽ⁱⁱⁱ⁾	General and administrative expenses		1,243,500		2,387,500		2,880,000
GasLog	Administrative services fee ^(iv)	General and administrative expenses		—		1,417,732		3,822,000
GasLog LNG Services	Management fees and other vessel management expenses ^(v)	Vessel operating costs		1,118,738		3,658,065		4,416,000
GasLog LNG Services	Other vessel operating costs	Vessel operating costs		40,320		138,614		142,540
GasLog	Professional and advisory fees ^(vi)	General and administrative expenses		—		—		734,936
GasLog	Interest on revolving credit facility (Note 8)	Interest expense		—		200,694		1,680,000
GasLog	Commitment fee on revolving credit facility (Note 8)	Other financial costs		—		—		14,000

⁽ⁱ⁾

Shipbuilding Supervision

The Manager charged the vessel owning companies shipbuilding supervision fees pursuant to the shipbuilding supervision contracts that were signed on June 2, 2010 with respect to GAS-three Ltd. and GAS-four Ltd. and on March 31, 2011 with respect to GAS-five Ltd. In accordance with the shipbuilding supervision contracts, the Manager was appointed as the supervisor of the construction of the vessels under the relevant shipbuilding contracts until the successful delivery of each vessel. Monthly charge rates for the site inspection team varied from $12,500 to $18,500 according to the level of seniority of the inspectors.

Pursuant to the shipbuilding supervision contracts, the vessel owning companies entered into a professional consulting services contract with the Manager. The professional consulting services contract provides that the Manager will be paid a one off fee of $130,000 in exchange for the development and installation of a ship management system for each vessel. In addition the Manager charged the vessel owning companies an additional fee of $10,000 per vessel with respect to the preparation and verification of the aforementioned system.

⁽ⁱⁱ⁾

Pre-delivery Management Fees

GasLog LNG Services charged the vessel owning companies pre-delivery management fees of a monthly charge of $22,500 for approximately four months prior to each vessel’s delivery date for management services relating to the vessel’s supervision provided during the same period.

⁽ⁱⁱⁱ⁾

Commercial Management Agreements

On July 19, 2013, GAS-five Ltd., and on August 28, 2013, GAS-three Ltd. and GAS-four Ltd., entered into commercial management agreements with GasLog (the “Pre-IPO Commercial Management Agreements”) that were amended upon completion of the IPO. Pursuant to the Pre-IPO Commercial Management Agreements, GasLog provided commercial management services relating to the operation of the vessels, including and not limited to negotiation of the vessels’ possible employment, assessing market conditions on specific issues, keeping proper accounting records and handling and advising on claims or disputes. The annual commercial management fee was $540,000 for each vessel payable quarterly in advance in lump sum amounts. The fair value of the services for the period from each vessel’s delivery date to the effective date of the commercial management agreements for which no fees were paid have been recorded as Capital contributions-contributed services and included in general and administrative expenses.

Upon completion of the IPO on May 12, 2014, the vessel-owning subsidiaries of the Initial Fleet entered into amended commercial management agreements with GasLog (the “Amended Commercial Management Agreements”), pursuant to which GasLog provides certain commercial management services, including chartering services, consultancy services on market issues and invoicing and collection of hire payables, to the Partnership. The annual commercial management fee under the amended agreements is $360,000 for each vessel payable quarterly in advance in lump sum amounts. The same provisions are included in the commercial management agreements that GAS-sixteen Ltd., GAS-seventeen Ltd., GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. entered into with GasLog upon the deliveries of the Methane Rita Andrea , the Methane Jane Elizabeth , the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally , respectively, into GasLog’s fleet in April 2014 and June 2014 (together with the Amended Commercial Management Agreements, the “Commercial Management Agreements”).

F-31

^(iv)

Administrative Services Agreement

Upon completion of the IPO on May 12, 2014, the Partnership entered into an administrative services agreement (the “Administrative Services Agreement”) with GasLog, pursuant to which GasLog will provide certain management and administrative services. The services provided under the Administrative Services Agreement are provided as the Partnership may direct, and include bookkeeping, audit, legal, insurance, administrative, clerical, banking, financial, advisory, client and investor relations services. The Administrative Services Agreement will continue indefinitely until terminated by the Partnership upon 90 days’ notice for any reason in the sole discretion of the Partnership’s board of directors. GasLog receives a service fee of $588,000 per vessel per year in connection with providing services under this agreement.

^(v)

Ship Management Agreements

On August 16, 2010, GAS-three Ltd. and GAS-four Ltd., and on March 31, 2011, GAS-five Ltd., entered into ship management agreements (“Pre-IPO Ship Management Agreements”) with GasLog LNG Services that were amended upon completion of the IPO. The Pre-IPO Ship Management Agreements provided for the following:

•

Management Fees—A fixed monthly charge of $30,000 per vessel was payable by the Partnership to the Manager for the provision of management services such as crew, operational and technical management, procurement, accounting, budgeting and reporting, health, safety, security and environmental protection, insurance arrangements, sale or purchase of vessels, general administration and quality assurance.

•

Superintendent Fees—A fee of $1,000 per day was payable to the Manager for each day in excess of 25 days per calendar year for which a superintendent performed visits to the vessels.

•

Share of General Expenses—A monthly lump sum amounting to 11.25% of the Management Fee was payable to the Manager during the term of this agreement.

•

Annual Incentive Bonus—Annual Incentive Bonus might be payable to the Manager, at the Partnership’s discretion, for remittance to the crew of an amount of up to $72,000 based on Key Performance Indicators predetermined annually.

Upon completion of the IPO on May 12, 2014, each of the vessel owning subsidiaries of the Initial Fleet entered into an amended ship management agreement (collectively, the “Amended Ship Management Agreements”) under which the vessel owning subsidiaries pay a management fee of $46,000 per month to the Manager and reimburse the Manager for all expenses incurred on their behalf. The Amended Ship Management Agreements also provide for superintendent fees of $1,000 per day payable to the Manager for each day in excess of 25 days per calendar year for which a superintendent performed visits to the vessels, an annual incentive bonus of up to $72,000 based on key performance indicators predetermined annually and contain clauses for decreased management fees in case of a vessel’s lay-up. The management fees are subject to an annual adjustment, agreed between the parties in good faith, on the basis of general inflation and proof of increases in actual costs incurred by the Manager. Each Amended Ship Management Agreement continues indefinitely until terminated by either party. The same provisions are included in the ship management agreements that GAS-sixteen Ltd., GAS-seventeen Ltd., GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. entered into with the Manager upon the deliveries of the Methane Rita Andrea , the Methane Jane Elizabeth , the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally , respectively, into GasLog’s fleet in April 2014 and June 2014 (together with the Amended Ship Management Agreements, the “Ship Management Agreements”). In May 2015, the Ship Management Agreements were further amended to delete the annual incentive bonus and superintendent fees clauses, with effect from April 1, 2015.

^(vi)

Professional and advisory fees paid to third parties by GasLog on behalf of the Partnership.

^(vii)

Omnibus Agreement

Upon completion of the IPO on May 12, 2014, the Partnership entered into an omnibus agreement with GasLog, our general partner and certain of our other subsidiaries. The omnibus agreement governs among other things (i) when and the extent to which the Partnership and GasLog may compete against each other, (ii) the time and the value at which the Partnership may exercise the right to purchase certain offered vessels by GasLog (iii) certain rights of first offer granted to GasLog to purchase any of its vessels on charter for less than five full years from the Partnership and vice versa and (iv) GasLog’s provisions of certain indemnities to the Partnership. On September 29, 2014 and June 26, 2015, the Partnership exercised the option to acquire (i) the Methane Rita Andrea and the Methane Jane Elizabeth and (ii) the Methane Alison Victoria , the Methane Shirley Elisabeth and the Methane Heather Sally , respectively.

14. Commitments and Contingencies

Future gross minimum revenues receivable upon collection of hire under non-cancellable time charter agreements for vessels in operation as of December 31, 2015, are as follows (30 off-hire days are assumed when each vessel will undergo scheduled drydocking; in addition early delivery of the

F-32

vessels by the charterers or any exercise of the charterers’ options to extend the terms of the charters are not accounted for):


	As of December 31, 2015
Not later than one year		201,074,994
Later than one year and not later than three years		367,327,877
Later than three years and not later than five years		149,910,000

Total		718,312,871

Following the acquisition of (i) the Methane Rita Andrea and the Methane Jane Elizabeth and (ii) the Methane Alison Victoria, the Methane Shirley Elisabeth and the Methane Heather Sally , the Partnership, through its subsidiaries (i) GAS-sixteen Ltd. and GAS-seventeen Ltd. and (ii) GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd., respectively, is counter guarantor for the acquisition from BG Group of 83.33% of depot spares with an aggregate value of $6,000,000, of which $660,000 have been purchased and paid as of December 31, 2015 by GasLog. These spares should be acquired before the end of the initial term of the charter party agreements.

Various claims, suits and complaints, including those involving government regulations, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, environmental claims, agents and insurers and from claims with suppliers relating to the operations of the Partnership’s vessels. Currently, management is not aware of any such claims or contingent liabilities requiring disclosure in the combined and consolidated financial statements.

15. Financial Risk Management

The Partnership’s activities expose it to a variety of financial risks, including market price risk, liquidity risk and credit risk. The Partnership’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Partnership’s financial performance. The Partnership makes use of derivative financial instruments such as interest rate swaps to mitigate certain risk exposures.

Market risk

Interest rate risk: Interest rate risk is the risk that interest costs will fluctuate due to changes in market interest rates. The Partnership’s financial income and operating cash flows fluctuate based on changes in market interest rates as the Partnership has loans that bear interest at floating rates. As of December 31, 2015 and 2014, the Partnership has not hedged any of its future variable rate interest exposure relating to its outstanding borrowings by swapping the variable rate for a fixed rate (December 31, 2013: 78.9%).

The fair value of the swaps as of December 31, 2015 and 2014 was nil as all swaps were terminated (December 31, 2013: net liability of $4,058,897). For the year ended December 31, 2014, the effective movement in the fair value of the interest rate swaps designated as cash flow hedging instruments (Note 17) amounted to a loss of $309,593 (December 31, 2013: $3,776,876 gain) was recognized directly in the combined and consolidated statement of changes in owners’/partners’ equity.

Interest rate sensitivity analysis: During the year ended December 31, 2015, if interest rates had increased or decreased by 10 basis points with all other variables held constant, the increase/(decrease), respectively, in interest expense on the un-hedged portion of the Partnership’s loans would have amounted to approximately $771,033 (2014: $441,278 and 2013: $72,570).

Currency Risk: Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Partnership’s functional currency. The Partnership is exposed to foreign exchange risk arising from various currency exposures primarily with respect to general and crew costs denominated in Euros. The Partnership does not hedge movements in exchange rates but management monitors the exchange rate fluctuations on a continuous basis. As an indication of the extent of our sensitivity to changes

F-33

in exchange rate, a 10% increase in the average euro/dollar exchange rate would have decreased our profit and cash flows during the year ended December 31, 2015 by $2,164,029, based upon our expenses during the year (2014: $1,557,711 and 2013: $668,304).

Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses.

The Partnership manages its liquidity risk by having secured credit lines and by receiving capital contributions to fund its commitments and by maintaining cash and cash equivalents.

The following tables detail the Partnership’s expected cash flows for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Partnership can be required to pay. The table includes both interest and principal cash flows. Variable future interest payments were determined based on an average LIBOR plus the margins applicable to the Partnership’s loans at the end of each year presented.


	Weighted- average effective interest rate			Less than 1 month		1-3 months		3-12 months		1-5 years		5+ years		Total
December 31, 2015
Trade accounts payable					2,187,083		124,426		86,861		—		—		2,398,370
Due to related parties					—		137,267		—		—		—		137,267
Other payables and accruals*					2,322,930		4,882,732		213,609		—		—		7,419,271
Other non-current liabilities					—		—		—		182,200		—		182,200
Variable interest loans		2.96	%		—		7,666,665		335,561,391		438,462,590		—		781,690,646
Fixed interest loans					—		318,500		962,500		15,462,000		—		16,743,000

Total					4,510,013		13,129,590		336,824,361		454,106,790		—		808,570,754

December 31, 2014
Trade accounts payable					2,176,672		386,479		737,758		—		—		3,300,909
Due to related parties					—		1,959,145		8,373,948		—		—		10,333,093
Other payables and accruals*					1,980,389		4,145,521		196,966		—		—		6,322,876
Other non-current liabilities					—		—		—		53,148		—		53,148
Variable interest loans		2.82	%		—		7,867,956		34,625,345		801,690,935		—		844,184,236
Fixed interest loans					—		375,000		1,340,000		32,490,000		—		34,205,000

Total					4,157,061		14,734,101		45,274,017		834,234,083		—		898,399,262

Unearned revenue is excluded since it is not a financial liability.

The amounts included above for variable interest rate instruments is subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.

The Partnership expects to be able to meet its current obligations resulting from financing and operating its vessels using the liquidity existing at year end, the refinancing under the underwritten agreement (Note 2) and the cash generated by operating activities. The Partnership expects to be able to meet its long-term obligations resulting from financing its vessels through cash generated from operations.

Credit risk

Credit risk is the risk that a counterparty will fail to discharge its obligations and cause a financial loss. The Partnership is exposed to credit risk in the event of non-performance by any of

F-34

its counterparties. To limit this risk, the Partnership deals exclusively with financial institutions and customers with high credit ratings.


	As of December 31,
	2014		2015
Cash and cash equivalents		47,241,742		60,402,105
Short-term investments		21,700,000		—
Trade and other receivables		1,404,423		5,098,123

For the years ended December 31, 2013, December 31, 2014 and December 31, 2015, all of the Partnership’s revenue was earned from one customer, a subsidiary of BG Group and accounts receivable were not collateralized; however, management believes that the credit risk is partially offset by the creditworthiness of the Partnership’s counterparty and the fact that the hire is being collected in advance. The Partnership did not experience credit losses on its accounts receivable portfolio during the years ended December 31, 2013, December 31, 2014 and December 31, 2015. The carrying amount of financial assets recorded in the combined and consolidated financial statements represents the Partnership’s maximum exposure to credit risk. Management monitors exposure to credit risk, and they believe that there is no substantial credit risk arising from the Partnership’s counterparty.

The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

16. Capital Risk Management

The Partnership’s objectives when managing capital are to safeguard the Partnership’s ability to continue as a going concern and to pursue future growth opportunities. Among other metrics, the Partnership monitors capital using a debt to capitalization ratio, which is total debt divided by total equity plus total debt. The total debt to capitalization ratio is as follows:

As of December 31,

2014

2015

Borrowings—current portion

20,999,800

325,767,736

Borrowings—non-current portion

775,537,142

415,722,907

Total debt

796,536,942

741,490,643

Total owners’/partners’ equity

554,303,681

578,177,089

Total capitalization

1,350,840,623

1,319,667,732

Total debt/total capitalization ratio

58.97

56.19

17. Gain/(loss) on interest rate swaps

Interest rate swap agreements

The Partnership entered into fixed cash flow interest rate swap agreements which converted the floating interest rate exposure into a fixed interest rate in order to hedge a portion of its exposure to fluctuations in prevailing market interest rates. Under these swap transactions, the bank counterparty effected quarterly floating-rate payments to the Partnership for the notional amount based on the three-month U.S. dollar LIBOR, and the Partnership effected quarterly payments to the bank on the notional amount at the respective fixed rates.

During 2014, the Partnership terminated its existing interest rate swap agreements (designated as cash flow hedging instruments and held for trading) by paying their fair values on the respective termination dates of $4,634,312 plus accrued interest of $616,235. The cumulative loss of $5,471,275 from the period that their hedging was effective was recycled to profit or loss during the year ended December 31, 2014.

For the year ended December 31, 2014, the effective portion of changes in the fair value of derivatives designated as cash flow hedging instruments amounting to a loss of $309,593 has been recognized in other comprehensive income (December 31, 2013: profit of $3,776,876). The change in

F-35

the fair value of the contracts not designated as cash flow instruments for the year ended December 31, 2014 amounted to a loss of $265,822 (December 31, 2013: $3,575,361 gain), which was recognized against earnings in the period incurred and is included in Gain/(loss) on interest rate swaps.

An analysis of Gain/(loss) on interest rate swaps is as follows:


	For the year ended December 31,
	2013			2014			2015
Realized loss on interest rate swaps held for trading		(1,900,952	)		(2,341,143	)		—
Unrealized gain/(loss) on interest rate swaps held for trading		3,575,361			(265,822	)		—
Recycled loss of cash flow hedges reclassified to profit or loss		(654,964	)		(5,471,275	)		—
Ineffective portion on cash flow hedges		16,742			—			—

Total gain/(loss) on interest rate swaps		1,036,187			(8,078,240	)		—

Fair value measurements

The fair value of the Partnership’s financial assets and liabilities approximate to their carrying amounts at the reporting date.

The Partnership uses its judgment to make assumptions that are primarily based on market conditions for the estimation of the counterparty risk and the Partnership’s own risk that are considered for the calculation of the fair value of the interest rate swaps. The interest rate swaps met Level 2 classification, according to the fair value hierarchy as defined by IFRS 13 Fair Value Measurement , as of December 31, 2013. However, as of December 31, 2014 and December 31, 2015, the Partnership had no outstanding interest rate swaps. There were no financial instruments in Levels 1 or 3 and no transfers between Levels 1, 2 or 3 during the periods presented. The definitions of the levels, provided by IFRS 13 Fair Value Measurement , are based on the degree to which the fair value is observable:

•

Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities;

•

Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

•

Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

18. Non-Cash Items on Statements of Cash Flows

As of December 31, 2015, there were capital expenditures of $212,777 which had not been paid during the year ended December 31, 2015 and were included in current liabilities (December 31, 2014: $102,838, December 31, 2013: $93,025).

As of December 31, 2015, there were capital expenditures for vessels paid through related parties of $0 (December 31, 2014: $122,332, December 31, 2013: $4,475,384).

As of December 31, 2015, there were financing costs of $30,248 which had not been paid during the year ended December 31, 2015 and were included in liabilities (December 31, 2014: $377,067, December 31, 2013: $29,385).

As of December 31, 2015, there were financing costs paid by related parties of $44,193 (December 31, 2014: $0, December 31, 2013: $1,523,326).

As of December 31, 2015, there were offering costs of $0 which had not been paid during the year ended December 31, 2015 and were included in liabilities (December 31, 2014: $86,766, December 31, 2013: $0).

F-36

As of December 31, 2015, there were offering costs paid through related parties of $26,393 (December 31, 2014: $0, December 31, 2013: $0).

As of December 31, 2015, there were dividends declared of $0 which had not been paid during the year ended December 31, 2015 and were included in liabilities (December 31, 2014: $7,850,000, December 31, 2013: $9,800,000).

As of December 31, 2015, there were non-cash contributed services of $0 (December 31, 2014: $0, December 31, 2013: $627,000).

19. Earnings Per Unit

The Partnership calculates earnings per unit by allocating reported profit for each period to each class of units based on the distribution policy for available cash stated in the Partnership Agreement as generally described in Note 7 above.

Basic earnings per unit is determined by dividing net income reported at the end of each period by the weighted average number of units outstanding during the period. Diluted earnings per unit is equal to basic earnings per unit since there are no potential ordinary units assumed to have been converted in common units.

On May 12, 2014, the Partnership completed its IPO and issued 9,822,358 common units, 9,822,358 subordinated units and 400,913 general partner units. On September 29, 2014, the Partnership completed a follow-on public offering of 4,500,000 common units. In connection with this offering, the Partnership issued 91,837 general partner units to its general partner in order for GasLog to retain its 2.0%. In addition, on June 26, 2015, the Partnership completed an equity offering of 7,500,000 common units and issued 153,061 general partner units to its general partner in order for GasLog to retain its 2.0%. Earnings per unit is presented for the period in which the units were outstanding, with earnings calculated as follows:


	For the year ended December 31,
	2013			2014			2015
Profit for the year		26,218,242			43,645,765			72,043,826
Less:
Profit attributable to GasLog’s operations*		(26,218,242	)		(29,101,636	)		(7,003,443	)

Partnership’s profit		—			14,544,129			65,040,383

Partnership’s profit attributable to:
Common unitholders		—			8,713,197			43,197,759
Subordinated unitholders		—			5,540,049			18,135,024
General partner		—			290,883			1,300,808
Incentive distribution rights**		—			—			2,406,792
Weighted average units outstanding (basic and diluted)
Common units		—			11,618,495			18,185,372
Subordinated units		—			9,822,358			9,822,358
General partner units		—			437,569			571,587
Earnings per unit (basic and diluted)
Common unitholders		—			0.75			2.38
Subordinated unitholders		—			0.56			1.85
General partner		—			0.66			2.28

Includes profits of: (i) GAS-three Ltd., GAS-four Ltd. and GAS-five Ltd. earned prior to the Partnership’s IPO on May 12, 2014, (ii) GAS-sixteen Ltd. and GAS-seventeen Ltd. for the period prior to their transfer to the Partnership on September 29, 2014 and (iii) GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. for the period prior to their transfer to the Partnership on July 1, 2015. While such amounts are reflected in the Partnership’s financial statements because the transfers to the Partnership were accounted for as reorganizations of entities under common control (Note 1), (i) GAS-three Ltd., GAS-four Ltd. and GAS-five Ltd. were not owned by the Partnership prior to the IPO, and accordingly the Partnership was not entitled to the cash or results generated during the pre-IPO period and (ii) GAS-sixteen Ltd. and GAS-seventeen Ltd. were not owned by the Partnership prior to their transfer to the Partnership in

F-37

September 2014 and GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. were not owned by the Partnership prior to their transfer to the Partnership in July 2015 and accordingly the Partnership was not entitled to the cash or results generated in the period prior to such transfers.

Represent the right 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. GasLog holds the incentive distribution rights following completion of the Partnership’s initial public offering. The IDRs may be transferred separately from any other interests, subject to restrictions in the Partnership Agreement (please refer to Note 7). Based on the nature of such right, earnings attributable to IDRs cannot be allocated on a per unit basis.

20. Share-based Compensation

On April 1, 2015, the Partnership granted to its executives, Restricted Common Units (“RCUs”) and Performance Common Units (“PCUs”) in accordance with its 2015 Long-Term Incentive Plan (the “Plan”). The RCUs and PCUs will vest on March 31, 2018 subject to the recipients’ continued service; vesting of the PCUs is also subject to the achievement of certain performance targets in relation to total unitholder return. Specifically, the performance measure is based on the total unitholder return (“TUR”) achieved by the Partnership during the performance period, benchmarked against the TUR of a selected group of peer companies. TUR above the 75th percentile of the peer group results in 100% of the award vesting; TUR between the 50th-75th percentile of the peer group results in 50% of award vesting; TUR below the 50th percentile of the peer group results in none of the award vesting. The holders are entitled to cash distributions that are accrued and will be settled on vesting.


Awards	Number		Grant date		Fair value at grant date
RCUs		16,999		April 1, 2015		$	24.12
PCUs		16,999		April 1, 2015		$	24.12

In accordance with the terms of the Plan, the awards will be settled in cash or in common units at the sole discretion of the board of directors or such committee as may be designated by the board to administer the Plan. These awards have been treated as equity settled because the Partnership has no present obligation to settle them in cash.

Fair value

The fair value of the RCUs and PCUs in accordance with the Plan was determined by using the grant date closing price of $24.12 per common unit and was not further adjusted since the holders are entitled to cash distribution.

Movement in RCUs and PCUs during the period

The summary of RCUs and PCUs is presented below:


	Number of awards		Weighted average contractual life		Aggregate fair value
RCUs
Outstanding as of January 1, 2015		—		—		—
Granted during the period		16,999		—		410,016

Outstanding as of December 31, 2015		16,999		2.25		410,016

PCUs
Outstanding as of January 1, 2015		—		—		—
Granted during the period		16,999		—		410,016

Outstanding as of December 31, 2015		16,999		2.25		410,016

The total expense recognized in respect of share-based compensation for the year ended December 31, 2015 is $205,196 ($0 for the year ended December 31, 2014). The total accrued cash distribution as of December 31, 2015 is $45,795 (December 31, 2014: $0) and is included under “Other non- current liabilities”.

F-38

21. Taxation

Under the laws of the countries of the Partnership’s incorporation and the vessels’ registration, the Partnership is not subject to tax on international shipping income. However, it is subject to registration and tonnage taxes, which are included in vessel operating costs in the combined and consolidated statement of profit or loss.

Under the United States Internal Revenue Code of 1986, as amended (the “Code”), the U.S. source gross transportation income of a ship-owning or chartering corporation, such as the Partnership, is subject to a 4% U.S. Federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the Treasury Regulations promulgated thereunder. U.S. source gross transportation income consists of 50% of the gross shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States.

The Partnership did not qualify for this exception for the three years ended December 31, 2015. During the year ended December 31, 2015, the accrued U.S. source gross transportation tax is $14,001 and is included under “Other payables and accruals”. During the years ended December 31, 2014 and 2013 the Partnership has not made any U.S. port calls, and hence did not have U.S. source gross transportation income.

22. Subsequent Events

On January 27, 2016, the board of directors of the Partnership approved and declared a quarterly cash distribution, with respect to the quarter ended December 31, 2015, of $0.478 per unit. The cash distribution was paid on February 12, 2016, to all unitholders of record as of February 8, 2016. The aggregate amount of the declared distribution was $15,711,665.

F-39

EXHIBIT 4.5

Dated [●]

GAS- [●] Ltd.

and

GASLOG LNG SERVICES LTD.

SHIP MANAGEMENT AGREEMENT

in respect of the Vessel, “[●]”

TABLE OF CONTENTS

CLAUSE NO.		PAGE

1.	DEFINITIONS AND INTERPRETATION	1

2.	APPOINTMENT OF MANAGERS	6

3.	MANAGEMENT SERVICES	6

4.	MANAGERS’ OBLIGATIONS	17

5.	OWNERS’ OBLIGATIONS	18

6.	INSURANCE POLICIES	18

7.	MANAGEMENT FEE	19

8.	VESSEL EXPENSES	20

9.	MANAGERS’ RIGHT TO SUB-CONTRACT	21

10.	RESPONSIBILITIES	21

11.	DOCUMENTATION	23

12.	DEPLOYMENT OF THE VESSEL	23

13.	AUDITING	24

14.	INSPECTION OF VESSEL	25

15.	COMPLIANCE WITH LAWS AND REGULATIONS ETC.	25

16.	DURATION OF THE AGREEMENT	25

17.	TERMINATION	25

18.	MISCELLANEOUS	27

19.	LAW AND ARBITRATION	27

20.	NOTICES AND BANK ACCOUNTS	28

ANNEX “A”
DETAILS OF VESSEL

ANNEX “B”
DETAILS OF CREW / OFFICERS RATINGS

ANNEX “C”
INITIAL BUDGET

ANNEX “D”
OPERATIONAL AND MAINTENANCE PROTOCOL

ANNEX “E”
PERMANENT INSTRUCTIONS

ANNEX “F’
FORM OF ACCOUNTING SYSTEM

ANNEX “G”
CONFIDENTIALITY AGREEMENT

ANNEX “H”
PRIMARY TERMINALS

THIS SHIP MANAGEMENT AGREEMENT is made the [●]

BETWEEN:

(1)

GAS- [●] Ltd., a company incorporated under the laws of Bermuda and having its registered office at Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda (the “Owners” );

(2)

GasLog LNG Services Ltd., a company incorporated in Bermuda and having a branch office at 69 Akti Miaouli, Piraeus GR 18537, Greece (the “Managers” ).

WHEREAS:

(A)	The Owners, as of the Effective Date, are the registered owners of the [●] Liquefied Natural Gas Carrier “[●]” (the “Vessel” ) as more particularly described in Annex “A” hereto and wish to engage the Managers to manage and operate the Vessel;

(B)	The Managers, being fully experienced, qualified and able vessel managers, wish to manage and operate the Vessel subject to and in accordance with the terms set out in this Agreement.

IT IS AGREED AS FOLLOWS:

1.	DEFINITIONS AND INTERPRETATION

1.1.

Definitions

In this Agreement save where the context otherwise requires, the following words and expressions shall have the meanings hereby assigned to them:

“Affiliate” means any entity which, directly or indirectly, through one or more intermediaries, Controls or is Controlled by, or is under common Control with that party;

“Agreement” means this ship management agreement including the Annexes attached hereto as amended from time to time in accordance with the terms hereof;

“Annual Budget” shall have the meaning ascribed to it in Clause 3.3.2 below;

“Charter” means the charter entered into between the Owners and any charterer as Charterers in relation to the Vessel from time to time notified to the Managers pursuant to Clause 5.3;

“Charterers” means the charterer of the Vessel under a Charter notified to the Managers pursuant to Clause 5.3;

“Communication Expenses” means the costs incurred by the Managers in performing the Management Services and for the account of the Owners in respect of all communications between the shore and the Vessel as detailed in the Annual Budget;

“Control” and “Controlled” mean the holding of power to direct or cause the direction of management, policies and decisions of a company, corporation, partnership or other entity including, without limitation, through control by direct or indirect means of not less than fifty per cent (50%) of the voting rights in such company, corporation, partnership or other entity;

“Crew” means the Officers and Ratings and any other individual who has signed Articles on the Vessel and is employed from time to time by the Managers under Managers’ obligation to provide the Management Services;

“Crew Insurances” means insurances against crew risks which shall include, but not be limited to, death, sickness, repatriation, injury, shipwreck and loss of personal effects;

“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 efficient and economic Management Services 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;

“Dollar” or “US$” means the currency of the United States of America;

“EDP Expenses” means the costs of any new computer software or hardware (including licensing, maintenance, installation and training costs) that may be installed or developed, in relation to the Vessel;

“Effective Date” means the date on which the Vessel is delivered from the shipyard to Owners or such earlier date as may be agreed between the parties (it being anticipated at the date of this Agreement that the Managers shall assume full management responsibility for the Vessel on [●]);

“Emergency Situation” means an emergency situation that:

(i)

involves a threat to human life;

(ii)

involves a risk of loss of the Vessel or its cargo or of serious damage to the Vessel;

(iii)

involves a risk of the Vessel causing serious environmental damage;

(iv)

involves a risk of the Vessel being stolen, impounded or seized; or

(v)

involves a security or safety risk to the Vessel, such as but not limited to terrorism, piracy, etc.

“Flag Administration / State” shall mean such state or registry as the Owners shall from time to time specify;

“HSSE Report” means a report on the health, safety, security and environmental status of the Vessel (together with relevant statistics) and including details of any specific health, safety, security and/or environmental incidents prepared in accordance with Clause 3.4.9;

“ISM Code” means the International Ship Management Code for the Safe Operation of Ships and for Pollution Prevention as adopted by the International Maritime Organisation (IMO) by resolution A.741(18) as amended from time to time;

“ISPS Code” means the International Ship and Port Facility Security Code adopted by the International Maritime Organization Assembly as the same may have been or may be amended or supplemented from time to time;

“Maintenance Schedule” means a schedule referred to in Clause 3.2.1(iii) detailing the maintenance required for the Vessel for the period from delivery to the next dry-docking of the Vessel thereafter for each subsequent 30 month period to coincide with Classification Society Intermediate Survey;

“Managed Fleet” means all vessels owned, leased, or chartered by Owners or Owners’ Affiliates and managed by Managers pursuant to a ship management agreement or similar arrangement;

“Management Fee” means the fee payable by the Owners to the Managers in consideration of the Management Services, as specified in Clauses 7.1 to 7.3;

“Management Services” means the services specified in Clause 3;

“Managers’ Account” means the bank account in the name of the Managers as specified in Clause 20.3, or such other bank account of the Managers as may be notified to the Owners from time to time;

“MTSA Code” means the Maritime Transportation Security Act as enacted by the United States of America as the same may have been amended or supplemented from time to time;

“Officers” means the Master and the officers (including, but not limited to, the Senior Officers) of the Vessel, whose numbers, rank and nationality are currently specified in Annex “B” attached hereto, as updated from time to time;

“OPA 90” means the Oil Pollution Act of 1990 as enacted by the United States of America as the same may have been amended or supplemented from time to time;

“Operational and Maintenance Protocol” means the protocol set forth on Annex “D” attached hereto;

“Operational Costs” means costs and expenses incurred by the Managers on behalf of the Owners to operate and maintain the Vessel including Communication Expenses and EDP Expenses;

“Owners’ Insurances” means the insurance policies to be procured by the Owners in respect of the Vessel and as described in Clause 6.1(i), (ii), (iii), and (iv);

“Permanent Instructions” means the instructions relating to the operational procedures for communications between the Owners, Charterers and the Crew as agreed under a Charter and specified in Annex “E” attached hereto and which may be amended from time to time pursuant to Clause 12.2; “Quality Assurance & Quality Management System” shall have the meaning ascribed to it in Clause 3.8.1;

“Primary Terminals” means the terminals set out in ANNEX “H” as amended from time to time by agreement of the Owners and the Managers;

“Ratings” means the ratings of the Vessel, whose numbers, rank and nationality are currently specified in Annex “B” as updated from time to time;

“Review Date” means January 1;

“Senior Officer” means the following positions or roles on the Vessel:

(i)

the Master;

(ii)

the Chief Engineer;

(iii)

the Chief Officer;

(iv)

the Second Engineer; or

(v)

any other person whose rank or role on the vessel is required and designated as Senior Officer by the Flag Administration

“Severance Costs” means the costs which the Managers as employers of the Crew are legally obliged to pay, and actually do pay, to or in respect of the Crew as a result of the early termination of any employment contract for service on the Vessel;

“ SMS ” means a safety management system which complies with all laws, rules and regulations, and with all the codes, guidelines and standards recommended by the International Maritime Organization (including without limitation, the ISM Code), any relevant flag state and the classification society and approved by

Owners, which may from time to time be applicable to the Vessel and/or the Owners and/or the Managers, and which is otherwise appropriate having regard to the Managers’ obligations under this Agreement;

“SOPEP” means the shipboard oil pollution emergency plan in the form approved by the Marine Environment Protection Committee of the International Maritime Organization pursuant to the requirements of Regulations 25 of Annex H of the International Convention of the Protection of Pollution from Ships, 1973, as modified by the Protocol of 1989 relating thereto, as amended (MARPOL 73/78);

“STCW 95” means the International Convention on Standards of Training, Certification and Watch-keeping for Seafarers, 1978, as amended in 1995 or any subsequent amendment thereto;

“Supplementary Budget” shall have the meaning ascribed to it in Clause 3.3.4 below;

“Training Matrix” means the most updated Training Matrix as mutually agreed between the parties, as amended, supplemented or updated from time to time;

“Vessel Account” means a bank account in the name of the Managers opened and operated in accordance with Clause 8.4, the details of which shall be notified to the Owners from time to time;

“Vessel Condition Report” means a report detailing the physical condition, the progress of the Maintenance Schedule and the performance of the Vessel;

“Vessel Data” means all records, invoices, logs, certificates and performance and maintenance data relating to the Vessel and all correspondence and documentation generated, collected or compiled during the provision of the Management Services by either former managers of the Vessel and given to the Managers, or by the Managers, to enable the Owners to effectively operate, manage or sell the Vessel, but excluding the Managers’ internal correspondence and any correspondence (other than invoices) between the Managers and their suppliers;

“Working Day” means a day when most banks are open for business in London, New York, Athens, and country of location of relevant bank accounts of Owners.

1.2.

Interpretation

1.2.1.

“Owners”, “Managers” and “Charterers” include their respective successors and assigns.

1.2.2.

Clause headings are inserted for convenience and shall be ignored in construing this Agreement.

1.2.3.

Unless the context otherwise requires, words denoting the singular number include the plural number and vice versa.

1.2.4.

References to clauses and annexes are to Clauses and Annexes of this Agreement except where otherwise expressly stated.

1.2.5.

References to any document includes the same as varied, supplemented or replaced from time to time.

1.2.6.

References to any enactment include any re-enactments, amendments and extensions thereof.

2.	APPOINTMENT OF MANAGERS

2.1.

From the Effective Date and continuing, unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as managers of the Vessel.

2.2.

Subject to the terms and conditions contained herein, during the period of this Agreement, the Managers shall carry out the Management Services as agents for and on behalf of the Owners. The Managers shall have authority to take such actions as they may from time to time consider necessary to enable them to perform their duties and obligations as set out in this Agreement in accordance with first class LNG ship management practice within the limits of authority delegated to them hereunder.

3.	MANAGEMENT SERVICES

3.1.

Crew Management

3.1.1.

The Managers shall provide suitably and adequately qualified Crew for the Vessel in accordance with any requirements of the Owners, as described in the Operational and Maintenance Protocol set forth on Annex “D”, and the provisions of the STCW 95 and the requirements of this Agreement.

3.1.2.

The Managers shall be responsible for:

(i)

selecting, with Owners’ approval, which may be expressed from time to time in the form of standing instructions to the Managers for specific experience and qualification criteria pertaining to the Crew, including but not limited to the Training Matrix, and engaging the Crew (subject to the provisions of Clause 3.1.6 below) for the Vessel including payroll arrangements, pension administration, and insurances for the Crew other than those mentioned in Clause 6;

(ii)

ensuring at all times the availability and supply of an adequate complement of Crew (including Master, Officers and Ratings complying with Annex “B”) relative to the particular operational status and size of the Vessel;

(iii)

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 those standards set forth by the International Transport Workers’ Federation (ITF)) pertaining to Crew’s tax, payroll, social insurance, welfare, discipline and other applicable requirements;

(iv)

ensuring that all members of the Crew have passed a medical examination with a qualified doctor certifying that 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 member leaving their country of domicile and maintained for the duration of his service on board the Vessel;

(v)

ensuring that the Crew shall have a command of the English language of a sufficient standard to enable them to perform their duties safely;

(vi)

arranging transportation of the Crew, including repatriation, at Owners’ cost, unless otherwise arranged by Owners;

(vii)

providing continuing training of the Crew and supervising their efficiency and competence, consistent with Owners’ requirements but in any event never less than the applicable international or Flag State standard for LNG vessels;

(viii)

whenever the Vessel is operational, issuing instructions to the Master in accordance with the requirements of the Owners or Charterers, to trade along the most geographically direct, economical and safe route (except for any justifiable deviation allowed under English common law or the Hague Visby Rules and including all deviations that may be necessary in an Emergency Situation) and ensuring the Vessel is worked at a fuel-efficient speed consistent both with port arrival instructions given by the Owners and/or Charterers and with sea conditions;

(ix)

issuing instructions to the Master to keep full and correct log books and furnishing the Owners with true and accurate copies of such log books when required;

(x)

conducting union negotiations (if applicable);

(xi)

operating a drug and alcohol policy, prepared by the Managers and approved by the Owners (such approval not to be unreasonably withheld or delayed), which includes, as a minimum, the principles set forth in the “Guidelines for the Control of Drugs and Alcohol Aboard Ship” of the Oil

Companies International Marine Forum dated June 1995 (and in an amendments or successors thereto);

(xii)

ensuring that the Crew and any other person on board the Vessel proceeding to sea shall be insured for the Crew Insurances with a first class insurance company, underwriter or protection and indemnity association ( the “Crew Insurances”);

(xiii)

ensuring that all premiums or calls in respect of the Crew Insurances are paid promptly by their due date; and

(xiv)

ensuring that the Crew Insurances shall name the Owners as co-assured (unless advised by the Owners to the contrary).

3.1.3.

The Managers shall appoint a superintendent (ship manager) to be responsible for the day to day operation, maintenance and repair of the Vessel, the cost of which shall be included in the Management Fee. Should the Owners have reason to be dissatisfied with the superintendent so appointed, they shall raise their complaint with the Managers. The Managers shall investigate any such complaint promptly and, should the complaint prove to be well founded, the Managers shall replace such superintendent at no extra cost to the Owners.

3.1.4.

The Managers shall institute onboard and shall ensure onboard compliance with a uniform standard of dress amongst the crew and officers, and uniform credentialing or identification of all Crew and Officers.

3.1.5.

Should the Owners have any reason to be dissatisfied with any of the Crew, they shall raise their complaint with the Managers. The Managers shall investigate the complaint promptly and, should the complaint be well founded, the Managers shall replace the Crew member in question and undertake changes in the appointment of the Crew as the Owners may reasonably require.

3.1.6.

The Managers shall employ the Crew in their name and for their own account and, for the avoidance of doubt, the Managers do not have authority to conclude or enter into contracts of employment with the Crew for and on behalf of the Owners and shall indemnify and hold harmless the Owners against all actions, proceedings, claims, demands or liabilities whatsoever and howsoever arising from the Managers’ breach of this Clause 3.1.6 or in relation to any disputes relating to Crew contracts of employment.

3.1.7.

Except as allowed in clause 3.1.2(i), the Managers may not appoint any Senior Officers without the prior approval of the Owners (which shall not be unreasonably withheld or delayed), except that in the event that a shortage of crew would be likely to result under the terms of the Charter:

(i)

in the Vessel going off hire under its Charter; or

(ii)

an Emergency Situation;

and in such circumstances it is not practical for the Managers to wait for Owners’ approval, the Managers may make such temporary appointments as they deem necessary; however, the Vessel’s manning shall always remain in compliance with the regulations of the Flag State’s minimum manning requirements. Officers CV and accomplished Training Matrix should be provided to the Owners for reviewing prior promotion or assignment to a Senior Officer position.

The Owners reserve the right to interview and approve all Senior Officers candidates.

3.2.

Operational and Technical Management

3.2.1.

The Managers shall provide operational and technical management of the Vessel which includes, but is not limited to, the following functions:

(i)

provision of competent personnel with suitable experience of the LNG industry to supervise the maintenance and general efficiency of the Vessel in line with the Training Matrix and the requirements of the Charter;

(ii)

all maintenance and work for the Vessel so as to ensure that the Vessel complies with all applicable laws including but not limited to IMO, MARPOL and SOLAS (and including, for the avoidance of doubt, all the provisions of the ISM Code), regulations and/or other requirements of the flag of the Vessel and of the Primary Terminals and other places where she trades, all applicable international conventions, all applicable regulations and/or requirements of any terminals or facilities in such port(s) or place(s) where the Vessel may load or discharge, and all requirements and recommendations of the Vessel’s classification society applicable to a Vessel carrying LNG worldwide within the limits of the Charter;

(iii)

preparing the Maintenance Schedule and regular updates on request (such updates to commence at delivery of the Vessel from the shipyard, and then each year on or around the anniversary upon which the Vessel was classified by its classification society) for approval by the Owners (such approval not to be unreasonably withheld or delayed);

(iv)

arrangement and supervision of dry dockings, repairs, alterations and the upkeep of the Vessel in accordance with first class LNG ship management practice provided that the Owners shall allocate sufficient funds and approve the relevant Annual Budgets and Supplementary Budgets to ensure that Managers can 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;

(v)

investigating and reporting to Owners any technical faults or problems material to the performance of the Vessel and arranging for their repair in consultation with the Owners;

(vi)

arrange for the victualing and storing of the Vessel appropriate to the declared operational status of the Vessel and place and effect payment for contracts for lubricating oil, paints and all consumable materials where they are not for the Charterers’ account, together with any other contracts that may be agreed with the Owners from time to time in accordance with Clause 3.2.2;

(vii)

appointment of surveyors and technical consultants as the Managers may consider from time to time be necessary;

(viii)

development, implementation of and maintenance of a SMS and obtaining and maintaining valid certificates evidencing compliance with this Clause, including without limitation, a valid document of compliance in relation to itself and valid safety management certificates in respect of the Vessel as required by the ISM and ISPS Codes;

(ix)

provide the Owners with copies of any and all documents of compliance and safety management certificates as described in Clause 3.2.1(viii) upon issuance;

(x)

keep or procure that there is kept on board the Vessel at all times:

(a)

all certificates and documents required from time to time by any applicable law or regulations to enable her to perform the Charter between the Primary Terminals without delay,

(b)

valid certificates in force as required by the Flag State,

(c)

any further certificates and documents required from time to time by any applicable law or regulations to enable her to perform the Charter without delay,

(d)

an ITF certificate or equivalent allowing Vessel’s calls and operations in all ports to which the Vessel is ordered under the Charter where an ITF certificate or equivalent is required, and

(e)

a copy of all documents of compliance and the original of any safety management certificates as described in Clause 3.2.1(viii);

(xi)

arrangement of periodic analysis by third parties of the bunker fuel and reporting the results of such analysis to the Owners (the costs being included in the Vessel’s running costs);

(xii)

noting requirements resulting from safety and any external ship inspections and implementing these insofar as they affect the operation or safety of the Vessel (such implementation to be at the Owners’ expense);

(xiii)

implementing safety recommendations issued in terms of all international conventions (at the Owners’ expense);

(xiv)

arrange, where necessary for the superintendent or other staff of the Managers to visit the Vessel;

(xv)

ensure that maritime, safety and cargo custody standards are in accordance with first class international LNG shipping practice and are maintained by the Crew whenever such personnel are serving on board the Vessel;

(xvi)

arrange and effect payment on behalf of the Owners for the towage of the Vessel when appropriate;

(xvii)

arrange, maintain, and effect preparation and payment on behalf of the Owners for suitable moorings for the Vessel for lay-up at such locations as may from time to time be mutually agreed relative to the Vessel’s positioning requirements of the Owners;

(xviii)

handle port disbursement accounts where these are not for the Charterers’ account;

(xix)

navigate the Vessel, handle all necessary communications, manage all cargo operations on behalf of Owners, and provide for the security and safety of the Vessel, cargo and Crew, all in accordance with first class LNG ship management practice;

(xx)

ensure that the Vessel is compatible with existing LNG liquefaction terminals, regasification terminals and ship/shore interfaces, at the Primary Terminals and to maintain such compatibility and all necessary certificates and documentation;

(xxi)

undertake vessel-terminal compatibility studies as requested by Owners and at Owners’ expense; and

(xxii)

manage and operate the Vessel on behalf of the Owners in any part of the world to first class industry standards for an LNG carrier, provided that the Vessel shall be employed in lawful trades, as the Owners may direct, between good and safe ports and places where she can always be safely afloat, and further provided that the Vessel shall not trade to ports or areas where, at the time in question, there are expected to be hostilities, wars, warlike operations, civil commotions or revolutions, unless the Owners are able to obtain war risks insurance against such eventuality.

Managers shall at all times have the right to refuse to carry out any instructions from the Owners or the Charterers to trade or lay up the Vessel if Managers can clearly demonstrate that by doing so, it would contravene any applicable laws and regulations of the Vessel’s flag, the classification society or of the places she trades.

Furthermore, Managers shall not be held to be in breach of this Agreement, should at any time the Vessel fail to conform to its class standards or fail to conform to statutory or international standards, except to the extent that such failures result from the negligence or breach of this Agreement by the Managers.

3.2.2.

Procurement

Subject to the terms of this Agreement, the Managers shall have discretion to procure all stores, spares, equipment, provisions, oils, fuels and any other goods, materials or services to be supplied to the Vessel by the Managers in performance of their Management Services from whatever source or supplier they may deem appropriate provided that:

(i)

the Managers use all reasonable efforts to achieve the lowest prices available for the appropriate quality of goods or services;

(ii)

the Managers shall provide Owners with the benefit of all discounts, rebates or other financial incentives provided by any suppliers, and all amounts billed to Owners in connection with all stores, spares, equipment, provisions, oils, fuels and any other goods, materials or services to be supplied to the Vessel shall reflect any such discounts, rebates or financial incentives; and

(iii)

the Owners reserve the right to require the Managers to procure such goods, materials and services from sources or suppliers they may notify to the Managers from time to time provided that:

(a)

the Owners shall not unreasonably interfere with the aforementioned Managers’ procurement processes;

(b)

the Owners may not force the Managers to breach the terms of any existing procurement contract to the extent such contract is consistent with the terms of this Agreement and standard industry practices; and

(c)

the Owners have due regard to the interests of the Managers in fostering good long-term relationships with suppliers;

and where the Owners utilize their rights under this Clause 3.2.2, the Managers shall in no circumstances be liable for the quality or pricing of the goods, materials and services so provided.

3.3.

Accounting, Budgeting, and Reporting

3.3.1.

The Managers shall:

(i)

provide an accounting system in respect of the Vessel which meets the

reasonable requirements of the Owners, and provide regular accounting services and supply regular accounting reports and records; and

(ii)

maintain a record of all costs and expenditures incurred as well as data necessary or proper for the settlement of accounts between the parties.

3.3.2.

The Managers shall present to the Owners annually a budget in respect of the estimated costs of operating the Vessel for the following twelve months in the current reporting form of the Managers, which is acceptable to the Owners (the “Annual Budget” ). The initial Annual Budget is attached hereto at Annex “C”, and shall be for the period from the Effective Date until 31 December [●], with a full twelve (12) month Annual Budget submitted yearly thereafter, ending on the day immediately preceding the Review Date. Subsequent Annual Budgets shall be prepared by the Managers for approval by the Owners at least two (2) months before each Review Date.

3.3.3.

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 Annual Budget as provided.

3.3.4.

If after the approval of the Annual Budget pursuant to Clauses 3.3.2 and 3.3.3, the Owners or Managers anticipate material changes in the Operational Costs (or in respect of the initial Annual Budget set out in Annex “C”, if the Managers believe such initial Annual Budget is inaccurate or unworkable), then the Managers shall prepare a supplementary budget reflecting such changes (the “Supplementary Budget” ) for approval by the Owners and the Owners shall indicate their approval or non-approval of a Supplementary Budget within one month of it being presented to them (and in the absence of any such indication, the Managers shall be entitled to assume that the Owners have accepted a Supplementary Budget). Upon approval by the Owners, a Supplementary Budget shall be treated as the Annual Budget for the year in question or the remainder thereof.

3.3.5.

For the avoidance of doubt, the Managers shall not incur expenditure in respect of the Vessel in excess of the Annual Budget (with due consideration to the fact that expenditure may be phased over varying periods or may fluctuate from month to month, notwithstanding that such expenditure was budgeted for on an annual basis) or incur expenditure that has not been accounted for in any Annual Budget without the prior consent of the Owners (which shall not be unreasonably withheld or delayed).

3.3.6.

Notwithstanding Clause 3.3.5, the Managers may in each Annual Budget period, as specified in Clause 3.3.2, incur expenditure on behalf of the Owners in respect of items that are not budgeted for in the Annual Budget, or for amounts in excess of the Annual Budget amounts, without the approval of the Owners provided that:

(i)

such expenditure is used only for the proper performance of the Management Services; and

(ii)

such total expenditure does not exceed five (5) per cent of the total budgeted amount for that Annual Budget period or such other amount that may be agreed by the parties from time to time.

3.3.7.

The Managers shall:

(i)

by the fifteenth (15 ^th ) Working Day of the month provide the Owners with a Vessel Condition Report in respect of the previous month in such form as the Owners (acting reasonably) may require;

(ii)

by the fifteenth (15 ^th ) Working Day of each month provide the Owners with a comparison between the budgeted Operational Costs as set out in the Annual Budget and actual Operational Costs in respect of the previous month (in accordance with the form set out in Annex “F’);

(iii)

by the fifteenth (15 ^th ) Working Day of each month provide the Owners with a request for funds based upon an estimate of the funding requirements of the Vessel that are required in respect of the next month together with any requests for approval of expenditure pursuant to Clause 3.3.5 and any proposed amendments to the Annual Budget pursuant to Clause 3.3.4; and

(iv)

by the fifteenth (15 ^th ) Working Day of each month provide the Owners with a consolidated report on actual Operational Costs and if requested by the Owners, capital costs, including all expenses in relation to financing of the Vessel, in respect of the previous month.

3.3.8.

If requested and in such manner as may be required by the Owners, the Managers shall provide the necessary personnel, hardware and software, and other resources necessary to administer on Owners’ behalf and in its name the invoicing and collection of hire payable under the Charter.

3.4.

Health, Safety, Security, and Environmental Protection

3.4.1.

The Managers shall operate a management system which shall be approved by the Owners (such approval not to be unreasonably withheld or delayed), and comply and ensure that the Vessel and the Crew comply with all applicable health, safety, security and environmental laws and regulations, and nothing in this Clause 3.4 shall derogate from the obligations of Managers to comply with its statutory responsibilities insofar as they relate to the other Management Services.

3.4.2.

The Managers shall, in relation to all persons engaged or likely to be engaged in the execution of the Management Services, take such steps as are reasonably practicable to ensure their health and safety.

3.4.3.

The Managers shall make available for inspection by the Owners at all times all

registers, records and other documentation concerning health, safety, security (where appropriate) and environmental matters relating to the Management Services.

3.4.4.

The Managers shall send to the Owners a copy of every notice or other communication received from or sent to any person or body concerning health, safety, security and/or environmental matters relating to the Management Services and shall co-operate with the Owners in respect of all such health, security, safety and/or environmental matters, as may from time to time be requested by the Owners.

3.4.5.

The Managers shall use all reasonable endeavors to ensure that no oil, or harmful or hazardous substances, of any description, shall be discharged or escape accidentally or otherwise, from the Vessel; and that the Vessel, its Officers and Crew comply with all international, national, and state oil and air pollution laws, conventions or regulations applying in, or to, international waters and the territorial waters of the countries into which the Vessel may trade under the Charter including the provisions of OPA 90 that apply to tank ships. This shall also include adhering to the standards promulgated under OPA 90 as those regulations apply to non-tankships operating within the jurisdiction of the United States whether or not the same strictly apply to the Vessel.

3.4.6.

The Managers shall not treat, keep or dispose of any waste produced and/or carried by the Managers as a result of the Management Services in a manner likely to cause harm to the health and safety of any person or harm to the environment (as far as the same may be reasonably practical) and shall comply with every statutory duty which is relevant.

3.4.7.

During the execution of the Management Services, the Managers shall take such steps as are reasonably practicable to avoid (or where avoidance is not possible, to minimize) harm to the environment.

3.4.8.

The Managers will prepare and obtain all necessary approvals for a SOPEP. The SOPEP will be written in the English language and will be reviewed and updated as required and be maintained with the correct list of coastal state contacts. If required, the Managers will arrange for the translation of the SOPEP into another language. The Managers will also undertake regular training of the Crew in the use of SOPEP including drills to ensure that the SOPEP functions as expected and that contact and information details specified are accurate.

3.4.9.

The Managers shall prepare a HSSE Report in such form and detail as the Owners (acting reasonably) require, to be submitted to the Owners on the 5 ^th day of the following month.

3.5.

Insurance Arrangements

3.5.1.

The Owners shall arrange insurances in accordance with Clause 6.1.

3.5.2.

The Managers shall immediately inform and keep the Owners informed of any incident which gives or may give rise to claims or disputes relating to the insurances effected in accordance with Clause 6.

3.5.3.

The Owners shall or, in their sole discretion instruct the Managers on a case-by-case basis and in consultation with the Owners to, handle insurance, average and salvage claims in connection with the Vessel. Any costs reasonably incurred by the Managers in handling claims in accordance with this Clause shall be paid by or for the account of the Owners. Until notified to the contrary, the Managers shall process all insurance claims relating to the Crew, in consultation with the Owners.

3.6.

Sale or Purchase of the Vessel

The Managers shall, if requested, provide the Owners with technical assistance in connection with any sale of the Vessel. Any costs or out-of-pocket expenses incurred by the Managers in providing such technical assistance shall be paid by or for the account of the Owners. The Owners will, however, be solely responsible for agreeing the terms of any agreement regulating any sale.

3.7.

General Administration

3.7.1.

The Owners may, in their sole discretion and upon such terms and conditions as the Owners shall specify, instruct the Managers on a case-by-case basis to handle and/or settle all claims relating to the Vessel including but without limitation any claims involving the Charterers.

3.7.2.

The Managers shall keep the Owners informed regarding any incident of which the Managers become aware which gives or may give rise to claims or disputes involving the Charterers or other third parties.

3.7.3.

The Owners shall, or in their sole discretion instruct the Managers on a case-by-case basis to, bring or defend actions, suits or proceedings in connection with matters entrusted to the Managers pursuant to this Agreement.

3.7.4.

Where the Managers are retained to handle and/or settle claims relating to the Vessel pursuant to Clause 3.7.1, the Managers shall be entitled to obtain legal or technical or other outside expert advice in relation to the handling and settlement of such claims and disputes.

3.7.5.

The Owners shall arrange for the provision of any necessary guarantee bond or other security in connection with any such claims.

3.7.6.

Any external costs reasonably incurred by the Managers in carrying out their obligations in accordance with this Clause 3.7 shall be paid by or for the account of the Owners provided that the Owners have instructed the Managers in accordance with Clause 3.7.1.

3.8.

Quality Assurance

3.8.1.

The Managers shall have and maintain a quality assurance/quality management system (the “Quality Assurance & Quality Management System” ). This system shall include on board and on shore operation/ management and shall at the time of delivery, or as reasonably soon thereafter, meet the requirements of ISO-9001-2008 and ISO-14001-2004 or any subsequent addition or substitution approved by the Owners. The Quality Assurance & Quality Management System shall be documented and available to the Owners for approval within three (3) months of execution of this Agreement. The Managers shall supply documentation to the Owners on request confirming the continued maintenance and operation of the Quality Assurance & Quality Management System in good standing throughout the period of this Agreement.

3.9.

[Reserved]

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 a timely and efficient manner in accordance with first class international LNG ship management practice and the Operational and Maintenance Protocol set forth on Annex “D” and to protect and promote the interests of the Owners in all matters relating to the provision of the Management 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 the Managed Fleet, 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.

The Managers shall procure that the requirements of the law of the flag of the Vessel are satisfied and the Managers shall in particular be deemed to be the “Company” as defined by the ISM and ISPS Codes, thereby assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by these Codes when applicable. The Managers shall comply at all times with the requirements of the ISM, ISPS, and MTSA Codes, and the Managers shall immediately inform the Owners if there is any threatened or actual withdrawal of Managers document of compliance or the Vessel’s safety management certificate or ISS (Security Certificate).

4.3.

In addition to the specific obligations to keep the Owners informed hereunder, the Managers shall keep the Owners informed of all relevant information regarding the Vessel and the performance of the Management Services which the Owners may, acting reasonably, specify from time to time.

4.4.

When the Managers become aware of an Emergency Situation, they shall immediately contact the Owners and keep the Owners informed in respect of such Emergency Situation.

4.5.

If, in an Emergency Situation, the Managers (or the Master) are required pursuant to this Agreement to solicit an approval from the Owners, but in such circumstances it is not practical to wait for such approval, then notwithstanding any other term in this Agreement, the Managers (or the Master) may take whatever action they may deem necessary to deal with such Emergency Situation.

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.

The Owners shall provide prompt responses to any requests made by the Managers pursuant to this Agreement.

5.3.

The Owners shall (subject to any confidentiality restrictions) provide the Managers with any relevant information relating to the Charters or the Charterers and shall notify the Managers upon the entry into a Charter in respect of the Vessel.

5.4.

The Owners shall use reasonable endeavours (and subject to any confidentiality restrictions) to ensure that the Charterers shall keep the Managers informed of the relevant terms of any gas supply contract, charter party, contract of affreightment, contract of insurance and any other document relating to the Vessel and its cargo that the Managers may reasonably require in order to perform their obligations hereunder.

6.	INSURANCE POLICIES

6.1.

The Owners shall procure throughout the period of this Agreement that:

(i)

at the Owners’ expense, the Vessel is insured for usual hull and machinery marine risks (including crew negligence) and war risks in accordance with the first class practice of prudent owners of vessels of a similar type to the Vessel;

(ii)

at the Owners’ expense, the Vessel is insured against Protection and Indemnity risks (including pollution risks) based upon the Standard Rules of a member of the International Group of P&I Clubs and have arranged for the Managers to be included as named co-assured, and provide the Managers with Certificates of Entry to evidence that such insurances have been effected and confirm renewal within fifteen (15) Working Days of the same;

(iii)

where the Vessel is directed to call at any port within the United States of

America and at the Owners’ expense, the Vessel carries a Certificate of Financial Responsibility as required by the United States Offshore Pollution Act 1990;

(iv)

the Vessel is insured against such other risks (including Freight, Demurrage and Defense) that are appropriate to the Vessel’s trade;

(v)

the Owners’ Insurances name the Owners and the Managers as co-assureds, with full cover, with the Owners obtaining cover in respect of each of the insurances specified in this Clause 6.1 on terms whereby the Owners are liable in respect of premiums or calls arising in connection with the Owners’ Insurances; and

(vi)

written evidence is provided, to the reasonable satisfaction of the Managers, of compliance by the Owners 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.

6.2.

Insofar as it affects the superintendent and other shore staff employed by the Managers in connection with this Agreement, the Managers shall procure and maintain at their own expense appropriate insurance cover with first class insurers in respect of death or injury to such superintendents or shore staff, and such insurance shall comply with all applicable law.

6.3.

Managers shall name Owners as co-assureds on this insurance cover, and Managers agree to waive all subrogation rights against Owners that might arise under this entire Clause 6.

7.	MANAGEMENT FEE

7.1.

Subject to any adjustment in accordance with the provisions of Clause 7.2 the Owners shall pay to the Managers for the provision of Management Services, a monthly management fee of [●] Dollars (US$[●]) (the “Management Fee” ) which shall be paid each calendar month in advance by the first Working Day of each applicable month provided that where a payment is due in respect of any part of a month that payment shall be paid on a pro-rata basis, such sums to be paid into the Managers’ Account. All invoices for the Management Fee shall be submitted by the Managers to the Owners in advance on a monthly basis.

7.2.

If, during any calendar month, the Vessel is in:

(i)

“deep” lay-up (that is with sea chests sealed off and all systems drained down) the Management Fee shall be [●] Dollars (US$[●]) per month and pro rata in respect of any part month; or

(ii)

a partially manned stand-by condition, during a period of lay-up (other than deep lay-up) or during reactivation periods or during any period

where the Managers are preparing to take over management of the Vessel from a third party the Management Fee shall be [●] Dollars (US$[●]) per month and pro rata in respect of any part month.

7.3.

The Management Fee is exclusive of value added tax and any other existing sales or services tax that may be applicable. The Managers warrant that at the Effective Date, no such taxes are payable in respect of the Management Fee under Greek Law.

The Management Fee payable to the Managers will be adjusted annually on the first Review Date after the Effective Date and on each Review Date thereafter. The adjustment will be agreed between the Parties in good faith on the basis of general inflation and proof of increases in actual costs incurred by the Managers.

7.4.

In the event of this Agreement being terminated by the Owners or the Managers in accordance with the provisions of Clause 17.3 or 17.4, the Management Fee payable to the Managers according to the provisions of Clauses 7.1 and 7.2, 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 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 any reasonable Severance Costs which may materialise provided the Managers have used reasonable endeavours to mitigate such obligations to the Crew.

7.5.

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.

8.	VESSEL EXPENSES

8.1.

Upon receipt of a request for funds for the Vessel pursuant to Clause 3.3.7 (iii) the Owners shall pay such funds into the Vessel Account, provided that such request is made in respect of items and amounts accounted for in the Annual Budget or made in respect of items or amounts for which the Managers do not require the approval of the Owners pursuant to Clause 3.3.6.

8.2.

In the event that the Managers request funds from the Owners pursuant to Clause 3.3.7(iii), but the Owners are not obliged to pay such funds pursuant to Clause 8.1, then the Owners may refuse to provide such funds provided that, in such circumstances, the Managers shall not be liable for any losses or damages incurred by the Owners as a result of such refusal and in any event, the Owners shall not unreasonably refuse to pay or delay the payment of such sums.

8.3.

All sums payable by the Owners in respect of requests made by the Managers

pursuant to Clauses 8.1 and 8.2 shall be paid into the Vessel Account by the first Working Day of the month following that month in which such request was made.

8.4.

The Managers shall open the Vessel Account and communicate the details of the Vessel Account to the Owners prior to the Effective Date. The Vessel Account shall be an account that only contains monies payable into such Vessel Account pursuant to this Agreement. All monies paid into the Vessel Account (including interest, if payable) shall be held on trust for and to the credit of the Owners and the Managers may only utilise funds in the Vessel Account for the proper performance of the Management Services hereunder. The Managers shall provide full details of all transactions in relation to the Vessel Account and shall procure that monthly Vessel Account bank statements are provided to the Owners for each month of this Agreement.

8.5.

Notwithstanding anything contained in this Agreement, the Managers shall in no circumstances be required to use or commit their own funds to finance the provision of the Management Services.

9.	MANAGERS’ RIGHT TO SUB-CONTRACT

9.1.

The Managers shall have the right to sub-contract any of their obligations in this Agreement, subject to Clause 9.2 below.

9.2.

The Managers shall obtain the prior written consent of the Owners if they wish to sub-contract any of their obligations under this Agreement for amounts exceeding Fifty Thousand United States Dollars over and beyond the approved Annual Budget.

9.3.

Notwithstanding any sub-contract the Managers shall remain fully liable for the due performance of their obligations under this Agreement, the Managers shall procure that each sub-contractor engaged pursuant to this Clause 9 shall comply with the requirements of Clause 3.4.

10.	RESPONSIBILITIES

10.1.

Force Majeure

10.1.1.

Neither the Owners, nor the Managers shall be liable for any loss or damage or total or partial failure to perform this Agreement (other than a failure to perform an obligation to pay money) caused wholly or partly by any circumstances or things beyond the reasonable control of the Owners or the Managers, as the case may be, including (without limiting the generality of the foregoing) acts of God, fires, floods, epidemics, quarantine restrictions, wars, terrorism, insurrections, riots, violent demonstrations, criminal offences, acts and omissions of civil or military authority or of usurped power, requisition or hire by any governmental or other competent authority, or embargoes.

10.1.2.

The party invoking force majeure will advise the other party of the force majeure

event at the earliest opportunity and also advise same party of the likely duration of such force majeure situation.

10.2.

Liability to Owners

The Managers shall be under no liability 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 the same is proved to have resulted from the breach of this Agreement, fraud, gross negligence, or wilful misconduct 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 not exceed a total of twelve (12) times the monthly Management Fee of [●] Dollars (US$ [●]) as adjusted annually pursuant to Clause 7.3 above.

Notwithstanding anything herein contained in the contrary, the Managers shall not be liable for any of the actions of the Crew, even if such actions are 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 Clauses 3.1 or 3.4, in which case their liability shall be limited in accordance with the terms of this Clause 10.2.

10.3.

Indemnity

Except to the extent and solely for the amount that the Managers would be liable under Clause 10.2, 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.

10.4.

“Himalaya”

It is hereby expressly agreed that no employee or agent of the Managers (including sub-contractors 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 10, 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 10 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.

11.	DOCUMENTATION

11.1.

The Managers shall also maintain and cause their agents to maintain and retain in accordance with generally accepted accounting practices, applicable tax requirements and good international shipping practices, all books, accounts and records pertaining to this Agreement, and all records, documents and other materials related to the Managers’ implementation of and compliance with the Quality Assurance & Quality Control System, including vouchers, invoices, receipts, correspondence, copies of original documents and such other documentation as is necessary in order to verify the compensation payable hereunder.

11.2.

The Managers shall make available, upon Owners’ request, all documentation and records relating to the performance of the Management Services, the SMS and/or the Crew which the Owners require in order to demonstrate compliance with the ISM Code, ISPS Code, and STCW 95, or to defend or prosecute a claim against a third party or otherwise.

11.3.

All Vessel Data is and shall remain the property of the Owners and shall be made available to the Owners by the Managers on the Owners’ request. Upon termination of this Agreement for any reason, the Managers shall promptly provide the Owners with all the Vessel Data, whether onboard the Vessel or otherwise.

11.4.

The Managers shall retain and properly store all Vessel Data in accordance with first class LNG ship management practice. If, in the Managers’ opinion, certain Vessel Data should be destroyed, then the Managers shall first offer to return that Vessel Data (at the Owners’ expense) to the Owners, and in the event that the Owners decline such offer, the Managers may destroy such Vessel Data.

12.	DEPLOYMENT OF THE VESSEL

12.1.

The Managers shall ensure that the Crew of the Vessel shall comply with any Permanent Instructions.

12.2.

The Owners may agree the terms of the Permanent Instructions upon the

execution of a Charter or replace the at any time applicable Permanent Instructions with new Permanent Instructions upon the execution of a new Charter, subject always to the consent of the Managers, which shall not be unreasonably withheld or delayed.

12.3.

In the event that the Managers or the Crew receive instructions from the Charterers, that in the opinion of the Managers, conflict with instructions provided by the Owners or which go beyond the scope of authority of the Charterers (to the extent such scope of authority has been disclosed by the Owners to the Managers), the Managers shall use best endeavours to immediately notify the Owners and the Charterers of the same. In such circumstances, subject to Clause 3.1.2(viii), the Owners’ instructions shall take precedence over the Charterers’ instructions.

12.4.

Except for the purposes of saving life, the Vessel shall not, unless expressly authorised by the Owners, undertake attempts of salvage.

12.5.

If:

(i)

the Vessel undertakes attempts at salvage pursuant to Clause 12.4, or

(ii)

the Vessel requests that a third party attempts salvage of the Vessel, then without prejudice to the Master of the Vessel’s overriding right to take whatever action he may deem necessary to preserve life or prevent the loss of the Vessel, all salvage shall be under the terms of the current “Lloyds Open Form No Cure — No Pay” agreement.

12.6.

Any proceeds arising from salvage of third party property shall be for the benefit of the Owners.

12.7.

Notwithstanding any other provision of this Agreement, the Managers shall not (and shall procure that the Crew shall not), without the written consent of the Owners, sign any bill of lading on behalf of the Owners.

13.

AUDITING

13.1.

The Managers shall prepare the Annual Budget and accounts (as referred to in Clause 3.3.1 above) and shall make the same available for inspection and auditing by the Owners at such times as may be mutually agreed.

13.2.

The Owners shall have the right to audit the Managers’ records and documentation as set out in Clause 11 above for the purpose of verifying their correctness and completeness at all times on reasonable notice to the Managers. Where staff or auditors of the Owners visit the premises of the Managers for the purpose of carrying out an audit, the Managers shall provide office space and facilities to such staff or auditors at no extra cost to the Owners.

14.	INSPECTION OF VESSEL

14.1.

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.

15.	COMPLIANCE WITH LAWS AND REGULATIONS ETC.

15.1.

The Managers will not do or permit to be done anything which might cause any breach or infringement or the laws and regulations of the Vessel’s flag, the classification society or of the Primary Terminals and other places where she trades.

16.	DURATION OF THE AGREEMENT

16.1.

This Agreement is entered into on the date of signing and shall continue until terminated in accordance with Clause 17.

17.	TERMINATION

17.1.

If the Managers:

(i)

fail to meet any material obligation under this Agreement; or

(ii)

fail to meet any obligation under this Agreement that has a material adverse effect upon the Owners or the Vessel;

then the Owners may give notice to the Managers of the default, requiring them to remedy it (if such default is capable of being remedied) as soon as practically possible. In the event that the default is not capable of being remedied or the Managers fail to remedy the default within a reasonable time to the satisfaction of the Owners, the Owners shall be entitled to terminate this Agreement by giving the Managers ninety (90) days’ written notice.

17.2.

The Owners may also terminate this Agreement by giving the Managers ninety (90) days’ written notice in the event that the Managers, in the reasonable opinion of the Owners, fail to manage the Vessel in accordance with first class LNG ship management practice and such failure has not been remedied within a reasonable time after written notice of such failure.

17.3.

The Managers shall be entitled to terminate the Agreement by notice in writing if:

(i)

any moneys payable by the Owners to the Managers have not been received into the Managers’ Account within thirty (30) days (excluding Saturdays, Sundays and public holidays) of payment having been requested in writing by the Managers; or

(ii)

this Agreement or any of the Owners’ rights and/or obligations are assigned to any person or entity without the Managers’ prior written agreement or approval.

17.4.

This Agreement shall be deemed to be terminated:

(i)

in the case of the sale of the Vessel (other than a sale or transfer to an Affiliate of the Owners);

(ii)

if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned for hire; or

(iii)

in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of either party (otherwise than of the purpose of a solvent reconstruction or amalgamation) or if a receiver or similar officer is appointed of the whole or a material part of its assets or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

17.5.

If the Owners elect to provide Officers and, for any reason within their control, the Owners fail to:

(i)

procure Officers and Ratings supplied by them or on their behalf, complying with the requirements of STCW 95; or

(ii)

instruct such officers and ratings to obey all reasonable orders of the Managers’ SMS;

then the Managers may give notice to the Owners of the default, requiring them to remedy it (if such default is capable of being remedied) as soon as practicably possible. In the event that the default is not capable of being remedied or if the Owners fail to remedy the default within a reasonable time to the satisfaction of the Managers, the Managers shall be entitled to terminate this agreement.

17.6.

[Reserved]

17.7.

Notwithstanding Clauses 17.1 and 17.2, the Owners shall have the right to terminate this Agreement at any time and for any reason by giving the other party not less than three (3) months’ written notice of their intention to terminate this Agreement.

17.8.

If the Owners proceed with the employment of, or continue to employ the Vessel in blockade running or in an unlawful trade or on a voyage, which in the reasonable opinion of the Managers, is unduly hazardous, the Managers may give notice to the Owners requiring them to cease to employ the Vessel in such manner as soon as possible. If the Owners fail to comply with such notice within a reasonable time to the satisfaction of the Managers, the Managers shall be entitled to terminate this Agreement with immediate effect by notice in writing.

17.9.

The termination of this Agreement shall be without prejudice to all rights accrued due between the parties prior to the date of termination.

18.

MISCELLANEOUS

18.1.

The confidentiality obligations of the parties are set out in a separate Confidentiality Agreement that is attached for reference in Annex “G”.

18.2.

A person who is not a party to this Agreement may not enforce, or otherwise have the benefit of, any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999, but this provision does not affect any right or remedy of a third party which exists or is available apart from that Act.

18.3.

At the expiry or earlier termination of any existing ship management agreement(s) in relation to the Vessel, Managers shall co-operate in the transfer arrangements to be notified to the Managers by the Owners and shall facilitate the smooth transition of all operations and duties to Managers with the minimum of disruption.

18.4.

Either party may at any time assign or transfer to an Affiliate its respective rights and obligations under this Agreement provided that they first obtain the written consent of the other party. Such consent shall not be unreasonably withheld, conditioned or delayed and the parties agree to promptly execute any reasonable novation or transfer documentation to give effect to such an assignment or transfer.

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.

19.2.

The arbitration shall be construed and conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The language used for such arbitration shall be English and the arbitration shall be conducted in London.

19.3.

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.

19.4.

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

19.5.

In cases where neither the claim nor any counterclaim exceeds the sum of US$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. The language used for such arbitration shall be English and the arbitration shall be conducted in London.

20.

NOTICES AND BANK ACCOUNTS

20.1.

Any notice to be given by either party to the other party pursuant to this Agreement shall be in writing and shall be effective upon delivery pursuant to Clause 20.2 and shall be sent by fax, registered mail or by personal service to the following addresses:

for the Owners:

GAS-[●] Ltd.
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
Fax. No.: +44 7739 627 487
Attn: [Graham Westgarth]

for the Managers:

GasLog LNG Services Ltd.
Piraeus Branch Office
69, Akti Miaouli,
185 37 Piraeus, Greece
Fax No: +30 210 459 1247

Attention: [Theodoros Katemidis, General Manager]

20.2.

A notice is deemed to have been received:

(i)

if delivered personally, at the time of delivery;

(ii)

in the case of fax, at the time of transmission;

(iii)

in the case of delivery of courier, on the date of receipt by the courier of written acknowledgement of such delivery;

(iv)

in the case of pre-paid first class post, recorded delivery or registered post, on receipt; and

(v)

if deemed receipt under the previous paragraphs of this sub-clause is not within business hours (meaning 9:00 am to 5:30 pm Monday to Friday (or Sunday to Thursday if the place of receipt is in Egypt) on a day that is not a public holiday in the place of receipt), when business next starts in the place of receipt.

20.3.

For the purposes of this Agreement, the Managers’ Account currently has the following details:

[Account details to be provided supplementally]

IN WITNESS whereof the parties have duly signed this Agreement the day and year first above written.

SIGNED for and on behalf
of GAS-[●] LTD.
by

SIGNED for and on behalf
of GASLOG LNG SERVICES LTD.
by

ANNEX “A”

DETAILS OF VESSEL

[OWNERS TO PROVIDE ON OR BEFORE EFFECTIVE DATE]

ANNEX “B”
DETAILS OF CREW / OFFICERS
RATINGS

[MANAGERS TO PROVIDE AT LEAST 30 DAYS PRIOR TO EFFECTIVE DATE]

ANNEX “C”
INITIAL BUDGET

To be provided in accordance with Clause 3.3.2 at least one (1) month prior to the Effective Date and once approved by Owners to be inserted

ANNEX “D”
OPERATIONAL AND MAINTENANCE PROTOCOL

The provisions of this Operational and Maintenance Protocol (“Protocol”) are integral with the provisions of the Agreement. The Owners agree to provide the manager with the necessary financial resources to comply with the requirements of this Operational and Maintenance Protocol.

The Vessel shall always be operated and maintained in accordance with the first class international standards for LNG vessels. These standards shall include, without limitation, that:

The Vessel is always manned, operated and maintained in a safe and prudent manner to minimise the risk of accidents;

the maintenance and operation of the Vessel shall be thorough and proactive and not based merely on the minimum standards required by the Vessel’s flag state and classification society but to the highest standards applicable in the shipping and LNG industry;

the Managers agree to maintain membership in the Society of International Gas Tankers and Terminal Operators Association (SIGTTO) and to abide by all guidelines, recommendations, and training schedules that are applicable to the safe and reliable operation of LNG vessels made by this industry association;

the Managers agree to observe and abide by all guidelines, recommendations, and training standards that are promulgated by the Oil Companies’ International Marine Forum (OCIMF) and are applicable to the safe and reliable operation of LNG vessels made by this industry association;

the Vessel shall be maintained and refurbished and where necessary restored to ensure the safe, reliable, and efficient transportation of LNG for a minimum 40 year trading life.

Other than for Manager-scheduled maintenance periods of seventy two (72) hours every six (6) months (days which shall be agreed by the Owners), the Owners expect the Vessel to be available for the safe and efficient transportation of LNG for 100% of the year. The Manager shall put in place a robust and comprehensive vessel management system designed to meet this availability objective.

The Managers shall take the necessary steps to promote a culture of safety awareness, compliance with established procedures, and non-conformance reporting to facilitate continuous improvement throughout the organization including all crewmembers onboard the Vessel.

CREWING

The Managers agree that having a well-trained and qualified vessel crew and shoreside support staff, well versed in LNG vessel operations and management, is the foundation of a safe, reliable, and efficient LNG vessel operation.

The Managers agree to adhere to the Training Matrix, and also agree that if the Training Matrix conflicts with less stringent standards contained in this Agreement, the Training Matrix will control.

Managers shall arrange for all Deck Officers, including the Master, to attend Bridge Team Management Training at one of the recognized training centers. This training shall be repeated every five (5) calendar years.

Managers are required to ensure that all Masters have attended a ship handling simulator-training course applicable for the type of vessel in use for LNG transportation. The training shall be repeated at a minimum of every five (5) calendar years.

In addition to the requirements of the Management Agreement, all senior operational positions (Master, Chief Engineer, Chief Mate, and Second Engineers, Cargo Engineer) on board must have a minimum of three (3) years of sea time (time onboard) experience onboard LNG Carriers in any position in the position directly below the senior operational position they will assume. All senior operational positions must receive a minimum of two (2) weeks vessel familiarization and specific operational training, with a training scope appropriate to their position, prior to embarking onboard the Vessel for the first time. Any deviation from this section’s experience requirement must be approved by Owners.

All officers and unlicensed crew on board require, as a minimum, specific training on the hazards and unique operational aspects associated with LNG carriers that meet the requirements of Section A-V/1 paragraphs 1-7 of the STCW 1995 convention. All licensed officers that form part of the cargo transfer watch or carry out operational or maintenance duties and responsibilities directly related to the vessel’s cargo system shall also receive specific training meeting the requirements of Section A-V/1 paragraphs 22-34 of the STCW 1995 convention. The Managers are to document what special LNG ship operations training is provided to licensed and unlicensed crewmembers prior to their employment on the LNG carrier.

All crew are required to be properly qualified and certificated in accordance with the IMO Standards of Training, Certification and Watch keeping for Seafarers (STCW), 1995, as amended, and in compliance with the Training Matrix.

Managers shall provide to Owners copies of all newly appointed senior officers’ certification and details of experience prior to their embarkation onboard the Vessel. Owners have the right to review and verify the qualifications of all LNG vessel senior officers prior to their embarkation onboard the Vessel. Owners shall be given the opportunity to approve the certificates and experience of all senior officers a reasonable period prior to their initial embarkation onboard the Vessel), and shall have the discretion to reject any such officer if they do not meet the qualification and training requirements agreed between the Managers and Owners. Owners’ approval shall not be unreasonably withheld or delayed.

Procedures shall be put in place in the ship’s Safety Management System clearly documenting who is responsible for the ship’s LNG Cargo System including cargo transfer operations. The responsibilities and interface between the Chief Mate and Cargo Engineer shall be clearly defined. The Managers shall identify and document the qualifications of a Person In Charge (PIC) of the Cargo Transfer Watch that exceed the requirements of Regulation V/1 of the STCW 95 requirements. These qualifications shall be made available to Owners upon request. A training program shall be established and documented for junior officers to allow them to meet the qualifications of the PIC of the Cargo Transfer Watch during periods of steady state operation to allow the Chief Officer and Cargo Engineer to take rest periods if required to meet work hour restrictions. This program shall include some mechanism for competency assessment either on a cargo simulator or under supervised conditions during an actual cargo transfer onboard the Vessel.

The Managers shall establish, as a minimum, the following policies and should ensure that all officers and crew are fully conversant and comply with these policies:

Safety Policy

Health Policy

Environmental Policy

Quality of Service Policy

Operations Policy

Navigation Policy

Maintenance Policy

Drug and Alcohol Policy

The Managers shall ensure that all seafarers undergo a medical examination, which shall include a drug and alcohol test annually. On completion of a satisfactory medical examination a certificate shall be issued which shall remain valid for the period that the seafarer is onboard the Vessel. An OCIMF-compliant drug and alcohol policy, which includes random drug testing, shall be implemented, and tests conducted directly onboard the Vessel or by an outside

contractor to deter the use of illegal drugs and controlled substances by crewmembers while onboard the Vessel.

The organization employed by the Managers to provide manning to the Vessel shall be engaged through a contract, which shall stipulate the Manager’s minimum competency and experience requirements.

At intervals not exceeding two years the Managers shall ensure that the organization providing the manning of the Vessel is audited by a qualified auditor for compliance with the Managers’ minimum requirements. Copies of the audit report, non-compliances and corrective actions shall be provided to Owners, upon request.

Managers shall implement a system that interrogates and confirms officer’s qualifications and fitness for duty prior to joining the Vessel.

The Managers shall keep a minimum number of officers employed onboard the Vessel during dry-dock overhaul periods for inspection and quality assurance purposes. As a minimum, these people shall include all Licensed Engineering Officers, the Chief Officer and the Captain.

MAINTENANCE

A Master Maintenance Plan shall be developed for the Vessel and approved by Owners’, provided that Owners’ approval does not conflict with the Vessel’s Class or Flag State requirements. The objective of this plan shall be to maintain the safe, reliable, and efficient operation of the Vessel over its projected 40 year life. This plan shall cover the following areas associated with efficient operation and Vessel maintenance and repair:

Dry-docking interval

Procedures associated with pre-qualification of repair shipyards

Hull Roughness measurement and maintenance to an acceptable level

Anticipated schedule of maintenance, major overhaul, and refurbishment of all vessel critical equipment

A description of the Preventive Maintenance System covering scheduled maintenance of all vessel equipment

Inventory Control Procedures and stock of critical spare parts both onboard and ashore

Procedures associated with pre-qualification of equipment and spare parts vendors

Propulsion plant efficiency performance monitoring procedures and corrective action steps

Condition Monitoring Systems and Condition Monitoring based maintenance

10.

Means of collecting the necessary date in a structured format to monitor and benchmark equipment reliability performance

11.

Performing Root Cause Analysis of equipment failures and equipment/systems reliability improvement

12.

Procedures associated with Equipment Obsolescence

The Preventive Maintenance system shall incorporate the equipment suppliers or makers’ instructions and maintenance recommendations.

All maintenance work carried out on vessel equipment, other than normal routine operational work, shall be carried out using a permit to work system.

Where equipment isolation is required for operational and/or personnel safety or where hot work is involved all work must be carried out under a written procedure under the guidelines of the Safety Management System’s Lockout/Tag out/Isolation or Hot work permit procedures.

The following is the proposed maintenance cycle that shall be followed with the Vessel. It is based on a sixty (60) month period coinciding with the Vessel’s five (5) year special survey requirements. This cycle may be adjusted through mutual agreement between Manager and Owners. The Managers shall notify Owners in writing at least thirty (30) days in advance of the proposed dates for each two (2) day Scheduled Maintenance Window and at least six (6) months in advance of the proposed dates for dry-docking the Vessel. The Owners are primarily responsible for coordinating the communication and discussion of the scheduling of maintenance cycle events with the Charterers.

Month		Maintenance Event
6		48 Hours Scheduled Maintenance Window
12		48 Hours Scheduled Maintenance Window
18		48 Hours Scheduled Maintenance Window
24		48 Hours Scheduled Maintenance Window
30		Minor Drydocking - Intermediate Survey
36		48 Hours Scheduled Maintenance Window
42		48 Hours Scheduled Maintenance Window
48		48 Hours Scheduled Maintenance Window
54		48 Hours Scheduled Maintenance Window
60		Major Drydocking - 5 Year Special Survey

OPERATIONS

The Managers shall establish detailed procedures for all critical operations performed onboard the Vessel as part of the Vessel’s Safety Management System. These procedures shall be developed and tailored specifically to the Vessel. Steps shall be taken to familiarize Vessel personnel with these procedures and a robust internal audit program shall be carried out to verify crew compliance with these established procedures. Checklists should be used where appropriate to assist personnel in following procedures and to provide documented evidence of adherence to procedures. Copies of all work instructions and procedures in force shall be on file in the head office facilities of the Manager. The complete Safety Management System shall be made available in hard or electronic copy to the Owners.

Changes to operating procedures must be reviewed by a senior officer onboard and approved by shore based management before the changes are implemented.

The Vessel and crew at all times shall be capable of operating with no venting of cargo boil-off gases to the atmosphere. Any such venting shall immediately be reported to the Owners with a full explanation as to why the venting operation was required and an estimate of venting duration and quantity vented. It is recognized that under rare extreme conditions the cargo tank pressure may approach the P.V. valve release settings. This condition is to be avoided through proper management of cargo during laden voyages and of the heel and spray cooling during ballast voyages, and if necessary to prevent P/V valves from lifting, the Vessel will, when possible, reduce cargo tank pressure below this setting by intentional venting in a controlled manner.

Whenever the vessel is transiting restricted waters the following operating profile shall normally be adhered to unless specific equipment breakdown prevents this:

The Throttle shall be in Bridge Control

The Steering Gear systems shall be fully tested (including all standby pumps) prior to entry into restricted waters

Boilers shall be operated in the Dual Fuel Mode

Two ship service generators shall be on line for redundancy

The main engine shall be placed in “Standby” and the engine room shall be manned if there is a high probability of the vessel maneuvering

All inhibits on any trip (safety shutdown) and alarm system must be approved by the Master or Chief Engineer before being applied. A written procedure is necessary to document the operational conditions that must exist before any trip or alarm may be inhibited and what additional safety measures must be put in

place when trips or alarms are inhibited. A daily log of all inhibited trips and alarms shall be displayed on the bridge and in the engine room.

INSPECTIONS

The Managers shall arrange on a bi annual basis for a fully accredited OCIMF SIRE inspection of the ship. A copy of the report issued by the independent accredited inspector is to be made immediately available to Owners. Within one week of the inspection report being issued the Managers are required to provide a program to the Charterer to indicate how and when any of the agreed comments are going to be corrected.

The Managers shall arrange for an OCIMF/SIGTTO compliant self-assessment inspection and audit to be carried out onboard the Vessel on an annual basis. This may be carried out as part of the Managers’ internal audit program. Copies of completed annual assessments are to be kept on board available for inspection by Owners upon request. Where the Managers are unable to obtain copies of the OCIMF/SIGTTO inspection guidelines, Managers shall apply their own internal audit/inspection procedures providing that the Manager’s inspection guidelines are subject to review and approval by Owners.

The Managers shall arrange for Owners’ representative to carry out a detailed assessment and operational audit of the Managers’ head office facilities a minimum of once every two (2) years. The inspection will include but not be limited to Company Profile, Management Review, Document Control, Fleet Management, ISM Safety Management System, Corrective Action, Recruitment and Training, Health, Safety and Environmental Protection, Technical Support, Navigation, Safe Mooring, and Emergency Response.

The Managers shall ensure that a Vessel inspection report in accordance with Owners’ format is completed annually. This inspection report is to be completed by attending manager’s superintendents during a twelve (12) month period, ensuring that all items are addressed during that period. Copies of completed reports are to be submitted to Owners annually. The Managers may utilize their own internal inspection format and checklist if Owners’ can review and approve inspection guidelines prior to their use.

Owners, or their designated representatives, will arrange for qualified auditors to carry out annual audits of the Vessel to confirm that the Vessels safety, quality and environmental protection system is functioning effectively. The Managers are to provide corrective actions to any non-conformities identified during the audits within thirty days of receiving the audit report. Confirmation of implementation is to be carried out at the next audit. Items that would normally be considered non-conformities would include, but not be limited to; crew members not properly qualified or certified, deteriorated physical conditions on the Vessel or equipment malfunctions with no documented schedule for repair, lack of documentation control, insufficient

spare parts for normal maintenance, poor accuracy of onboard spare parts inventory, and lack of procedures for work being performed.

Owners, or their designated representatives, shall arrange for qualified surveyors to carry out inspections and a condition assessment of the Vessel while undergoing a drydock overhaul as necessary to verify proper planning and adherence to the approved Master Maintenance Plan.

The Managers will implement contingency planning to be activated in the event of any emergency occurring on or to the Vessel and shall ensure that the contingency plan is exercised annually with the participation of Owners. A copy of the Manager’s contingency plan is to be provided to Owners who shall be included in the Emergency Contact Chart and the nominated recipients for amendments.

ANNEX “E”
PERMANENT INSTRUCTIONS

The Permanent Instructions shall be provided by the Charterers to the Managers on or prior to the delivery of the Vessel under the Charter and shall be a protocol of communication among Charterers, the Owners and/or the Managers. The protocol of communication will set out, inter alia, who has authority to issue instructions and provide information to the Vessel and its Master and who has authority to receive communications and information from the Vessel.

ANNEX “F”
FORM OF ACCOUNTING SYSTEM

[MANAGERS TO PROVIDE]

ANNEX “G”
CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (“Agreement”) is made and entered into as of the day of , [●], by and between GAS-[●] Ltd., a company incorporated under the laws of Bermuda and having its registered office at Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda (the “Owners”), and GasLog LNG Services Ltd., a company incorporated in Bermuda and having a branch office at 69 Akti Miaouli, Piraeus GR 18537, Greece (the “Managers”).

Owners and Managers entered into that certain Ship Management Agreement of even date herewith (the “Management Agreement”). In connection with the Management Agreement, it has been necessary and may continue to be necessary for Owners and Managers to exchange or provide access to certain proprietary and/or confidential information. Unless otherwise defined herein, all capitalized terms shall have the meanings assigned thereto in the Management Agreement.

1. Confidential Information. At all times during the term of the Management Agreement and for two years thereafter, Owners and Managers shall keep confidential and shall not, without the prior written consent of the other party, issue any press release in relation to the transactions evidenced by the Management Agreement or the transactions contemplated thereunder, or disclose to any other person, the terms of the Management Agreement, any information provided to party pursuant to or in connection with the Management Agreement, any information connected with the Vessel (both technical or operational) or any other information identified as confidential or which may be protected by copyright, trademark or intellectual property law, or release copies of any such document which discloses any such information. Any and all such information described herein, together with all notes, analyses, compilations, studies, interpretations or other documents or records prepared by a party receiving such information or its Representatives (defined below), or copies thereof, which contain or otherwise reflect such information made available by are hereinafter referred to as the “Confidential Information.” In addition, Confidential Information shall mean any discussions between the parties concerning the Management Agreement or in connection with the Management Agreement, any and all written, printed or other materials, regardless of form, provided by a party concerning the Management Agreement or in connection with the Management Agreement, whether provided prior to or after the execution of this Agreement, and the substance and content thereof, and all information ascertained through the discussions between employees or representatives of the parties concerning the Management Agreement.

2. Exclusions. The term Confidential Information does not include any information which:

(a) at the time of disclosure is in the public domain or thereafter becomes generally available other than as a result of a disclosure by the receiving party or its Representatives;

(b) is available to such party or its Representatives on a non-confidential basis from a source other than the disclosing party, provided that such source is not bound by a confidentiality agreement with the disclosing party; or,

(c) has been independently acquired or developed by receiving party or its Representatives without violating any of its obligations under this Agreement or the Management Agreement.

3. Permitted Disclosures. Notwithstanding the provisions of Section 1 above, either party shall be entitled to disclose Confidential Information without the consent of the other:

(a) pursuant to applicable law or order of a court of competent jurisdiction or a regulatory agency with jurisdiction, provided such party agrees prior to any such disclosure to provide the other party with prompt written notice of such requirements;

(b) to its directors, officers, employees, agents, representatives, advisors and consultants (“Representatives”), whose assistance in evaluating the Confidential Information is necessary and who are legally obligated to maintain the Confidential Information in confidence; and

4. Choice of Law. 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 reenactment thereof save to the extent necessary to give effect to the provisions of this Clause. Any dispute arising under this Agreement shall be resolved pursuant to the arbitration provisions set forth in Article 19 of the Management Agreement.

5. Term. As to the Confidential Information, the obligations of confidentiality and non-disclosure under this Agreement shall terminate two (2) years after the date on which the Management Agreement is terminated. Upon termination of this Agreement, each party shall return all Confidential Information furnished to it hereunder in written or other tangible form, and copies thereof, and destroy all copies of Confidential Information consisting of notes, analyses, compilations, studies, interpretations or documents or records prepared by it, or its Representatives.

IN WITNESS whereof the parties have duly signed this Agreement the day and year first above written.

SIGNED for and on behalf
of GAS-[●] LTD.
by

SIGNED for and on behalf
of GASLOG LNG SERVICES LTD.
by

ANNEX “H”
LIST OF COMPATIBLE LNG TERMINALS BY DESIGN

Load Ports		Discharge Ports
Bethioua (M2), Algeria		Zeebrugge 1, Belgium
Bethioua (M3), Algeria		Guanabara Bay, Brazil
Bethioua (M4), Algeria		Pecem (Foraleza), Brazil
Bethioua (M5), Algeria		Bahia (Salvador), Brazil
Angola LNG terminal, Angola		Canaport LNG (St John), Canada
NWS Karratha Berth 1, Australia		GNL Mejillones, Chile
NWS Karratha Berth 2, Australia		GNL Quintero, Chile
Bintulu Berth no. 1, Malaysia		Dalian, China
Bintulu Berth no. 2, Malaysia		Jiangsu, China
Equatorial Guinea LNG, EG		Fujian(Xiuya), China
Damietta, Egypt		Zhuhai, China
Idku Berth 1, Egypt		Tangshan, China
NLNG Bonny berth 1, Nigeria		Tianjin, China
NLNG Bonny berth 2, Nigeria		Shanghai, China
Snohvit (Hammerfest), Norway		Zhenjiang, China
Qalhat LNG, Oman		Guandong Dapeng LNG, Shenzhen, China
PNG LNG, Papa New Guinea		Dubai Regas terminal, Dubai
Ras Laffan Berth 1, Qatar		Andres, Dominican Republic
Ras Laffan Berth 2 Qatar		Montoir Downstream, France
Ras Laffan Berth 3, Qatar		Lavera-Fos il Cavou, France
Ras Laffan Berth 5, Qatar		Montoir Upstream, France
Ras Laffan Berth 6, Qatar		Revitthoussa, Greece
Sakhalin berth 1, Russia		Hazira, India
Atlantic Berth1, Trinidad		Dahej, India
Atlantic Berth2, Trinidad		Dabhol, India
Das Island ADgas, UAE		Chita L-1, Japan
Yemen Balhaf Terminal, Yemen		Chita L-2, Japan
		Futtsu (Kisarazu), Japan
		Higashi Ohgishima, Japan
		Himeji, Japan
		Niigata, Japan
		Ohgishima, Japan
		Senboku II-1, Japan
		Senboku II-2, Japan
		Sodegaura No.2, Japan
		Sodegaura No.3, Japan
		Sodeshi (Shimizu Bay), Japan
		Sakai LNG, Japan
		Joetsu, Japan
		Naoetsu, Japan

		Oita, Japan
		Negishi, Japan
		Incheon No.2, Korea
		Incheon No.1, Korea
		Pyeong-Taek No.1, Korea
		Pyeong-Taek No.2, Korea
		Tong Yung, Korea
		Mina-al-Ahmadi Regas terminal, Kuwait
		Sungai Udang (Malaysia)
		Altamira, Mexico
		Energia Costa Azul (Baja), Mexico
		Gate, Netherlands
		Sines, Portugal
		SLNG, Singapore
		Barcelona, Spain
		Bilbao, Spain
		Cartagena, Spain
		Negishi, Japan
		Incheon No.2, Korea
		Huelva, Spain
		Sagunto, Spain
		Yung-An(Eastern Berth), Taiwan
		Yung-An(western Berth), Taiwan
		Izmir(Aliaga), Turkey
		Dragon LNG, UK
		Isle of Grain Berth 2, UK
		South Hook, UK
		Cameron LNG, US
		Elba Island, US
		Freeport LNG, US
		Lake Charles, US
		Sabine Pass, US
		Pascagoula, US

LIST OF APPROVED LNG TERMINALS BY 31 OCTOBER 2014

Load Ports		Discharge Ports
NWS Karratha Berth 1, Australia		Zeebrugge, Belgium
NWS Karratha Berth 2, Australia		Pecem, Brazil
Damietta, Egypt		Guanabara Bay, Brazil
Idku Berth 1, Egypt		Bahia Salvador FSRU, Brazil
EG LNG, Equatorial Guinea		Zhuhai, China
Bintulu, Berth no.2, Malaysia		Fujian, China
Bintulu , Berth No.3, Malaysia		Guangdong, China
NLNG Bonny Berth no.1, Nigeria		Dalian, China
NLNG Bonny Berth no.2, Nigeria		Tianjin, China

PNG LNG, Papua New Guinea		Tangshan, China
Ras Laffan Berth 1, Qatar		ZhengJiang, China
Ras Laffan Berth 2, Qatar		Jiangsu, China
Ras Laffan Berth 3, Qatar		Mejillones, Chile
Ras Laffan Berth 5, Qatar		Andres, Dominican Republic
Ras Laffan Berth 6, Qatar		Fos Cavaou, France
Atlantic Berth 1, Trinidad		Rotterdam, Holland
Atlantic Berth 2, Trinidad		Dabhol, India
Bontang, Indonesia		Dahej, India
Das Island Adgas, UAE		Hazira, India
		Ohgishima, Japan
		Kawagoe Nagoya, Japan
		Futtsu, Japan
		Negishi, Japan
		Sodegaura Berth No.2, Japan
		Sodegaura Berth No.3 , Japan
		Himeji, Japan
		Chita L1 berth, Japan
		Chita L2 berth, Japan
		Naoetsu, Japan
		Sakai, Japan
		Sodeshi, Japan
		Joetsu, Japan
		Oita, Japan
		Higashi Ohgishima, Japan
		Samcheok, S. Korea
		Pyeong Taek No.1, S. Korea
		Pyeong Taek No.2, S. Korea
		Incheon No.1, S.Korea
		Incheon No.2 , S.Korea
		Tong Young, S. Korea
		GwangYang, S. Korea
		Sungai Udang, Malaysia
		Manzanillo, Mexico
		Cartagena, Spain
		Bilbao, Spain
		Sagunto, Spain
		Singapore LNG Jetty, Singapore
		Singapore 2 ^nd Jetty
		Yung An North berth, Taiwan
		Yung An East berth, Taiwan
		Aliaga, Turkey
		Dubai regas terminal , UAE
		Milford Haven, UK
		Elba Island , USA
		Pascagoula Mississippi, USA
		Sabine Pass, USA

EXHIBIT 4.9

This Indemnification Agreement (this “ Agreement ”) is made as of [●] by and between GasLog Partners LP., a limited partnership registered in the Republic of the Marshall Islands (the “ Partnership ”), and [●] (the “ Indemnitee ”), a Director and/or Officer of the Partnership.

WHEREAS it is essential to the Partnership to retain and attract as Directors and Officers the most capable persons available, and

WHEREAS the Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) require indemnification of the directors and officers of the Partnership to the fullest extent permitted under the Limited Partnership Act of The Republic of the Marshall Islands, as amended from time to time, except in matters involving fraud or dishonesty on the part of such persons, and

WHEREAS it is the express policy of the Partnership to indemnify its Directors and Officers so as to provide them with the maximum possible protection permitted by law, and

WHEREAS the Partnership does not regard the protection available to the Indemnitee as adequate in the present circumstances, and realizes that the Indemnitee may not be willing to serve as a Director and/or Officer without adequate protection, and the Partnership desires the Indemnitee to serve in such capacity;

NOW, THEREFORE , in consideration of the Indemnitee’s service as a Director and/or Officer after the date hereof, the parties agree as follows:

Definitions

1.1 As used in this Agreement:

(a) The term “ Proceeding ” shall include any threatened, pending or completed action, suit or proceeding, whether brought by or in the right of the Partnership or otherwise and whether of a civil, criminal, administrative or investigative nature;

(b) The term “ Expenses ” shall include, but is not limited to, (i) expenses of investigations, judicial or administrative proceedings or appeals, (ii) damages, judgments, fines, amounts paid in settlement by or on behalf of the Indemnitee, (iii) attorneys’ fees and disbursements and (iv) any expenses of establishing a right to indemnification under this Agreement; and

(c) The terms “ Director ” and “ Officer ” shall include the Indemnitee’s service at the request of the Partnership as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise as well as a Director and/or Officer of the Partnership.

Indemnity of Director and/or Officer

Subject only to the limitations set forth in Section 3, the Partnership will pay on behalf of the Indemnitee all Expenses actually incurred by the Indemnitee in relation to any claim or claims made against him in a Proceeding by reason of the fact that he is or was a Director and/or Officer. The Partnership will also pay all such Expenses relating to the Indemnitee’s acting as a witness in a Proceeding and in respect of any Proceeding relating to this Agreement or with respect to the Indemnitee’s entitlement to indemnification by the Partnership pursuant to the Bye-laws or any statute, rule or otherwise.

Limitations on Indemnity

3.1 The Partnership shall not be obligated under this Agreement to make any payment of Expenses to the Indemnitee.

(a) which payment it is prohibited by applicable law from paying as indemnity;

(b) for which payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance;

(d) resulting from a claim decided in a Proceeding adversely to the Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled;

(e) brought about or contributed to by the fraud or dishonesty of the Indemnitee seeking payment hereunder; provided , however , that the Indemnitee shall be indemnified under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless it shall be decided in a Proceeding that he committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause of action so adjudicated.

3.2 For purposes of Sections 3 and 4, the phrase “decided in a Proceeding” shall mean a decision by a court, arbitrator(s), hearing officer or other judicial agent having the requisite legal authority to make such a decision, which decision has become final and from which no appeal or other review proceeding is permissible.

Advance Payment of Costs

4.1 Expenses incurred by the Indemnitee in defending a claim against him in a Proceeding shall be paid promptly by the Partnership as incurred and in advance of the final disposition of such Proceeding;

4.2 The Indemnitee hereby agrees and undertakes to repay such amounts advanced if it shall be decided in a Proceeding that he is not entitled to be indemnified by the Partnership pursuant to this Agreement or otherwise. The Indemnitee shall not be required to post bond or other security to support this undertaking.

Enforcement

If a claim under this Agreement is not paid by the Partnership, or on its behalf, within 10 business days after a written claim has been received by the Partnership, the Indemnitee may at any time thereafter bring suit against the Partnership to recover the unpaid amount of the claim and if successful in whole or in part, the Indemnitee shall also be entitled to be paid the Expenses of prosecuting such claim.

Subrogation

In the event of payment under this Agreement, the Partnership shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Partnership effectively to bring suit to enforce such rights.

Insurance

The Partnership shall maintain an insurance policy providing directors’ and officers’ liability insurance in such amounts as the Partnership shall reasonably determine to be prudent for similarly situated partnerships whose securities are listed on the New York Stock Exchange, and the Indemnnitee shall be entitled to coverage up to the maximum coverage made available for any director or officer of the Partnership.

Partnership Assumption of Defence

The Partnership shall be entitled to participate in the defence of any Proceeding or to assume the defence thereof, with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed, upon the delivery to the Indemnitee of written notice of its election to do so; provided , however , that in the event that (i) the use of counsel chosen by the Partnership to represent the Indemnitee would present such counsel with an actual or potential conflict, (ii) the named parties in any such Proceeding (including any impleaded parties) include both the Partnership and the Indemnitee and the Indemnitee shall conclude that there may be one or more legal defences available to him that are different from or in addition to those available to the Partnership or (iii) any such representation by the Partnership would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding) at the Partnership’s expense.

Notice

9.1 The Indemnitee, as a condition precedent to his right to be indemnified under this Agreement, shall give to the Partnership notice in writing as soon as practicable after becoming aware of any claim made against him for which indemnity will or could be sought under this Agreement, together with such information and cooperation as it may reasonably require.

9.2 Notice to the Partnership shall be given at its principal office and shall be directed to the Partnership’s Secretary (or such other address as the Partnership shall designate in writing to the Indemnitee).

9.3 Notice shall be deemed received if sent by prepaid mail properly addressed, the date of such notice being the date postmarked.

10.

Saving Clause

If this Agreement or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, the Partnership shall nevertheless indemnify the Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated or by any other applicable law.

11.

Indemnification Hereunder Not Exclusive

Nothing herein shall be deemed to diminish or otherwise restrict the Indemnitee’s right to indemnification under any provision of the constitutional documents of the Partnership, under Marshall Islands law or under any contract or agreement or otherwise.

12.

Applicable Law

The terms and conditions of this Agreement and the rights of the parties hereunder shall be governed by and construed in all respects in accordance with the laws of the Marshall Islands. The parties to this Agreement hereby irrevocably agree that the courts of the Marshall Islands shall have exclusive jurisdiction in respect of any dispute, suit, action, arbitration or proceedings which may arise out of or in connection with this Agreement and waive any objection to such proceedings in the courts of the Marshall Islands on the grounds of venue or on the basis that they have been brought in an inconvenient forum.

13.

Changes in Law

In the event that a change in applicable law after the date of this Agreement, whether by statute, rule or judicial decision, expands or otherwise increases the right or ability of a Marshall Islands Limited Partnership to indemnify (or to otherwise pay or advance Expenses as to any Proceeding for the benefit of) a member of its board of directors or an officer of the Partnership, the Indemnitee shall, by this Agreement, enjoy the greater benefits so afforded by such change. In the event that a change in applicable law after the date of this Agreement, whether by statute, rule or judicial decision, narrows

or otherwise reduces the right or ability of a Marshall Islands Limited Partnership to indemnify (or to otherwise pay or advance Expenses as to any Proceeding for the benefit of) a member of its board of directors or an officer of the Partnership, such change shall have no effect on this Agreement or any of the Indemnitee’s rights hereunder, except and only to the extent required by law.

14.

Counterparts

This Agreement may be executed in any number of counterparts, each of which shall constitute the original.

15.

Successors and Assigns

This Agreement shall be binding upon the Partnership and its successors and assigns.

16.

Continuation of Indemnification

The indemnification under this Agreement shall continue as to the Indemnitee even though he may have ceased to be a Director and/or Officer and shall inure to the benefit of the heirs and personal representatives of the Indemnitee.

17.

Coverage of Indemnification

The indemnification under this Agreement shall cover the Indemnitee’s service as a Director and/or Officer prior to or after the date of the Agreement and this Agreement supersedes any other Indemnification agreement made between the Parties hereto in respect of the same subject matter.

AGREED by the Parties through their authorised signatories on the date first written above:

For, and on behalf of		For, and on behalf of

GasLog Partners LP		the Indemnitee

By		By
	Name:		Name:



Date:		Date:

Exhibit 4.15

Private & Confidential

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 PLACE WITH FIVE ASTERISKS (*****).

	Dated 14 May 2014

THE ENTITIES LISTED IN SCHEDULE 1
as Borrowers

arranged by

CITIBANK, N.A., LONDON BRANCH

with

CITIBANK, N.A., LONDON BRANCH
as Bookrunner

CITIBANK INTERNATIONAL PLC
as Agent

CITIBANK, N.A., LONDON BRANCH
as Security Agent

THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1
as Lenders

FACILITY AGREEMENT
for
$325,500,000 Loan Facility

ATH-#4163467-v4

Section 1 - INTERPRETATION	1

Section 2 - THE FACILITY	24

Section 3 - UTILISATION	28

Section 4 - REPAYMENT, PREPAYMENT AND CANCELLATION	31

Section 5 - COSTS OF UTILISATION	35

Section 6 - ADDITIONAL PAYMENT OBLIGATIONS	38

Section 7 - REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT	48

Section 8 - CHANGES TO PARTIES	83

Section 9 - THE FINANCE PARTIES	88

Section 10 - ADMINISTRATION	111

Section 11 - GOVERNING LAW AND ENFORCEMENT	123

Schedule 1 The original parties	124

Schedule 2 Ship information	127

Schedule 3 Conditions precedent	129

Schedule 4 Utilisation Request	134

Schedule 5 Selection Notice	135

Schedule 6 Form of Transfer Certificate	136

Schedule 7 Forms of Notifiable Debt Purchase Transaction Notice	139

ATH-#4163467-v4

THIS AGREEMENT is dated 14 May 2014, and made between:

(1)

THE ENTITIES listed in Schedule 1 ( The original parties ) as borrowers (the Borrowers );

(2)

CITIBANK, N.A., LONDON BRANCH as mandated lead arranger (the Arranger );

(3)

THE FINANCIAL INSTITUTIONS listed in Schedule 1 ( The original parties ) as lenders (the Original Lenders );

(4)

CITIBANK, N.A., LONDON BRANCH as bookrunner (the Bookrunner );

(5)

CITIBANK INTERNATIONAL PLC as agent of the other Finance Parties (the Agent ); and

(6)

CITIBANK, N.A., LONDON BRANCH as security agent and trustee for and on behalf of the other Finance Parties (the Security Agent ).

IT IS AGREED as follows:

Section 1 – INTERPRETATION

1		Definitions and interpretation

1.1		Definitions

In this Agreement and (unless otherwise defined in the relevant Finance Document) the other Finance Documents:

Acceptable Bank means:

(a)

a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of “A-” or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or “Baa1” or higher by Moody’s Investor Services Limited or a comparable rating from another internationally recognised credit rating agency; or

(b)

any other bank or financial institution approved by the Majority Lenders,

and which is approved by the Borrowers.

Account means any bank account, deposit or certificate of deposit opened, made or established in accordance with clause 25 ( Bank accounts ).

Account Bank means, in relation to any Account, Citibank International plc, acting through its branch at 47-49 Akti Miaouli, 185 36 Piraeus, Greece or another bank or financial institution approved by the Majority Lenders at the request of the Borrowers.

Account Holder(s) means, in relation to any Account, the Obligor(s) in whose name(s) that Account is held.

Account Security means, in relation to an Account, a deed or other instrument executed by the relevant Account Holder(s) in favour of the Security Agent and/or any other Finance Parties in an agreed form conferring a Security Interest over that Account.

Accounting Reference Date means 31 December or such other date as may be approved by the Majority Lenders.

ATH-#4163467-v4

Advance means each borrowing of a proportion of the Total Commitments by the Borrowers at any relevant time (and, in relation to a Ship, such borrowing as has been or is to be drawn in connection with that Ship under the Ship Commitment for that Ship at that time) or (as the context may require) the outstanding principal amount of such borrowing.

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.

Agent includes any person who may be appointed as agent under clause 30.12 ( Resignation of the Agent ) or any other provision of this Agreement.

Annual Financial Statements has the meaning given to it in clause 18 ( Information undertakings ).

Approved Exchange means NYSE or NASDAQ or any other reputable stock exchange agreed by GasLog and the Majority Lenders.

Approved Flag State means each of the Bahamas, Hong Kong or the Marshall Islands.

Auditors means one of Moore Stephens, PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche or another approved firm (provided that if the approval of Auditors as set out in this definition becomes contrary to any applicable law, directive or regulation, and the Majority Lenders so require, the Obligors agree that they will make such amendment to this definition as will be agreed between the Borrower and the Majority Lenders so as to ensure compliance with such law, directive or regulation).

Available Facility means, at any relevant time, such part of the Total Commitments which is available for borrowing under this Agreement at such time in accordance with clause 4 ( Conditions of Utilisation ) to the extent that such part of the Total Commitments is not cancelled or reduced under this Agreement.

Basel II Accord means the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 as updated prior to, and in the form existing on, the date of this Agreement, excluding any amendment thereto arising out of the Basel III Accord.

Basel II Approach means, in relation to any Finance Party, either the Standardised Approach or the relevant Internal Ratings Based Approach (each as defined in the Basel II Accord) adopted by that Finance Party (or any of its Affiliates) for the purposes of implementing or complying with the Basel II Accord.

Basel II Regulation means:

(a)

any law or regulation implementing the Basel II Accord; or

(b)

any Basel II Approach adopted by a Finance Party or any of its Affiliates,

but excludes any law or regulation implementing the Basel III Accord save and to the extent that it is a re-enactment of any law or regulation referred to in paragraph (a) of this definition.

Basel III Accord means, together:

(a)

the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

ATH-#4163467-v4

(b)

the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(c)

any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

Basel III Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with any Basel III Regulation (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

Basel III Regulation means any law or regulation implementing the Basel III Accord save and to the extent that it re-enacts a Basel II Regulation.

Break Costs means the amount (if any) by which:

(a)

the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or Unpaid Sum to the last day of the current Interest Period in respect of the Loan or Unpaid Sum had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b)

the amount which that Lender 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 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.

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Athens, Piraeus, Monaco, Frankfurt (Main) and New York.

Change of Control occurs if:

(a)

two or more persons acting in concert or any individual person (other than the current ultimate beneficial owners of the Relevant Company) (i) acquire, legally and/or beneficially and either directly or indirectly, in excess of 50% of the issued share capital (or equivalent) of GasLog or (ii) have the right or ability to control, either directly or indirectly, the affairs or the composition of the majority of the board of directors (or equivalent) of GasLog; or

(b)

the current ultimate beneficial owners of the Relevant Company cease to hold, in aggregate, legally and/or beneficially, and either directly or indirectly, at least:

(i)

from the date of this Agreement until 28 March 2015 (the Second Anniversary ), 20%; and

(ii)

from the Second Anniversary and at all other times thereafter, 15%,

of the issued share capital of GasLog (or such other public vehicle owning the Borrowers); or

(c)

GasLog ceases to control, directly or indirectly, the affairs or the composition of the board of directors (or equivalent) of the MLP (if it is formed and following its formation) or the Borrowers or the Holding Company of the Borrowers,

in any case without the prior written consent of the Agent (acting with the authorisation of the Majority Lenders).

ATH-#4163467-v4

Charged Property means all of the assets of the Obligors which from time to time are, or are expressed or intended to be, the subject of the Security Documents.

Charter means, in relation to a Ship, the charter commitment for that Ship details of which are provided in Schedule 2 ( Ship information) and Charters means all of them.

Charter Assignment means, in relation to a Ship and its Charter Documents, an assignment by the relevant Owner of its interest in such Charter Documents in favour of the Security Agent in the agreed form.

Charter Documents means, in relation to a Ship, the Charter (if any) of that Ship, any documents supplementing it and any guarantee or security given by any person for the Charterer’s obligations under it.

Charterer means, in relation to a Ship and a Charter of that Ship, the charterer named in Schedule 2 ( Ship information) as charterer of that Ship.

Classification means, in relation to a Ship, the classification specified in respect of such Ship in Schedule 2 ( Ship information )) with the relevant Classification Society or another classification approved by the Majority Lenders as its classification, at the request of the relevant Owner.

Classification Society means, in relation to a Ship, the classification society specified in respect of such Ship in Schedule 2 ( Ship information ) or another classification society (being a member of the International Association of Classification Societies (IACS) or, if such association no longer exists, any similar association nominated by the Agent) approved by the Majority Lenders as its Classification Society, at the request of the relevant Owner.

Code means the US Internal Revenue Code of 1986.

Commercial Manager means, in relation to a Ship, GasLog or another manager appointed as the commercial manager of that Ship by the relevant Owner in accordance with clause 20.3 ( Manager ).

Commitment means:

(a)

in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Schedule 1 ( The original parties ) and the amount of any other Commitment assigned to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any Commitment assigned to it under this Agreement,

to the extent:

(i)

not cancelled, reduced or assigned by it under this Agreement; and

(ii)

not deemed to be zero pursuant to clauses 29.2.2 to 29.2.5.

Confidential Information means all information relating to an Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

(a)

any member of the Group or any of its advisers; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

ATH-#4163467-v4

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of clause 41 ( Confidentiality ); or

(ii)

is identified specifically in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(iii)

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

Constitutional Documents means, in respect of an Obligor, such Obligor’s memorandum and articles of association, by-laws or other constitutional documents including as referred to in any certificate relating to an Obligor delivered pursuant to Schedule 3 ( Conditions precedent ).

Contract means, in relation to a Ship, the memorandum of agreement made or (as the context may require) to be made between the relevant Owner as buyer and the relevant Seller as seller, in respect of the Ship.

Contract Price means, in relation to a Ship, the purchase price of the Ship payable by the relevant Owner under the Contract for such Ship, being on the date of this Agreement in the amount specified in Schedule 2 ( Ship information ) in respect of the relevant Ship.

Debt Purchase Transaction means, in relation to a person, a transaction where such person:

(a)

purchases by way of assignment or transfer;

(b)

enters into any sub-participation in respect of; or

(c)

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment or amount outstanding under this Agreement.

Deed of Covenant means, in relation to a Ship, a first deed of covenant in respect of such Ship by the relevant Owner in favour of the Security Agent in the agreed form.

Default means an Event of Default or any event or circumstance 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 them) be an Event of Default.

Defaulting Lender means any Lender:

(a)

which has failed to make its participation in the Loan or any part thereof available or has notified the Agent that it will not make its participation in any part of the Loan available by the Utilisation Date of that part of the Loan in accordance with clause 5.4 ( Lenders’ participation );

(b)

which has otherwise rescinded or repudiated a Finance Document; or

(c)

with respect to which an Insolvency Event has occurred and is continuing,

ATH-#4163467-v4

unless, in the case of paragraph (a) above:

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and,

payment is made within 3 Business Days of its due date; or

(ii)

the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

Delivery means, in relation to a Ship, the delivery and acceptance of the Ship by the relevant Owner under the relevant Contract.

Disposal Repayment Date means, in relation to:

(a)

a Total Loss of a Mortgaged Ship, the applicable Total Loss Repayment Date; or

(b)

a sale of a Mortgaged Ship (including a reversal of sale by the relevant Owner returning the relevant Ship to the relevant Seller under any relevant provisions of the relevant Contract, if applicable) by the relevant Owner, the date upon which such sale is completed by the transfer of title to the purchaser in exchange for payment of all or part of the relevant purchase price.

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 the 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:

(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.

Earnings means, in relation to a Ship and a person, all money at any time payable to that person for or in relation to the use or operation of such Ship including (without limitation) freight, hire and passage moneys, money payable to that person for the provision of services by or from such Ship or under any charter commitment, requisition for hire compensation, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach and payments for termination or variation of any charter commitment.

Enforcement Costs means any costs, expenses, liabilities or other amounts in respect of which any amount is payable under clauses 14.4 ( Indemnity concerning security ) or 16.3 ( Enforcement preservation and other costs ) or under any other Finance Document to which those provisions apply and any remuneration payable to a Receiver in connection with any Security Documents.

ATH-#4163467-v4

Environmental Claims means:

(a)

enforcement, clean-up, removal or other governmental or regulatory action or orders or claims instituted or made pursuant to any Environmental Laws or resulting from a Spill; or

(b)

any claim made by any other person relating to a Spill.

Environmental Incident means any Spill from any Fleet Vessel in circumstances where:

(a)

any Fleet Vessel or its owner, operator or manager may be liable for Environmental Claims arising from the Spill (other than Environmental Claims arising and fully satisfied before the date of this Agreement); and/or

(b)

any Fleet Vessel may be arrested or attached in connection with any such Environmental Claim.

Environmental Laws means all laws, regulations and conventions concerning pollution or protection of human health or the environment.

Event of Default means any event or circumstance specified as such in clause 27 ( Events of Default ).

Facility means the term loan facility made available under this Agreement as described in clause 2 ( The Facility ).

Facility Office means:

(a)

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

(b)

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for Tax purposes.

Facility Period means the period from and including the date of this Agreement to and including the date on which the Total Commitments have reduced to zero and all indebtedness of the Obligors under the Finance Documents has irrevocably and unconditionally been fully paid and discharged.

FATCA means:

(a)

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

(b)

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

(c)

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.

ATH-#4163467-v4

FATCA Application Date means:

(a)

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;

(b)

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

(c)

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.

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.

FATCA FFI means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if any Finance Party is not a FATCA Exempt Party, could be required to make a FATCA Deduction.

FATCA Protected Lender means any Lender irrevocably designated as a “FATCA Protected Lender” by the Borrowers by notice to that Lender and the Agent at least six months prior to the earliest FATCA Application Date for a payment by a Party to that Lender (or to the Agent for the account of that Lender).

Fee Letters means the letters dated on or about the date of this Agreement between the Arranger and the Borrowers (or the Agent and the Borrowers or the Security Agent and the Borrowers) setting out any of the fees referred to in clause 11 ( Fees ) and Fee Letter means any one of them.

Finance Documents means this Agreement, the Fee Letters, the Security Documents and any other document designated as such by the Agent and the Borrowers.

Finance Party means the Agent, the Security Agent, the Arranger or a Lender.

Financial Indebtedness means any indebtedness for or in respect of:

(a)

monies borrowed;

(b)

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)

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

(d)

any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, 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);

ATH-#4163467-v4

(f)

any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close out of that Treasury Transaction, that amount) shall be taken into account);

(g)

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

(h)

any amount of any liability under an advance or deferred purchase agreement if (a) one of the primary reasons behind entering into the agreement is to raise finance or (b) the agreement is in respect of the supply of assets or services and payment is due more than 180 days after the date of supply;

(i)

any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under GAAP; and

(j)

the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (i) above.

Flag State means, in relation to a Ship, the country specified in respect of such Ship in Schedule 2 ( Ship information ) or another Approved Flag State (provided that the provisions of clause 20.1(b) are complied with), or such other state or territory as may be approved by the Agent (acting on the instructions of the Majority Lenders), at the request of the relevant Owner, as being the Flag State of such Ship for the purposes of the Finance Documents.

Fleet Vessel means each Mortgaged Ship and any other vessel directly or indirectly owned by any Obligor or any Subsidiary of an Obligor.

GAAP means International Accounting Standards, International Financial Reporting Standards and related interpretations as amended, supplemented, issued or adopted from time to time by the International Accounting Standards Board to the extent applicable to the relevant financial statements.

GasLog means the company described as such in Schedule 1 ( The original parties ).

GasLog Carriers means the company described as such in Schedule 1 ( The original parties ).

GasLog Carriers Guarantee means the guarantee executed by GasLog Carriers in favour of the Security Agent in the agreed form.

GasLog Guarantee means the guarantee executed by GasLog in favour of the Security Agent in the agreed form.

Group means GasLog and its Subsidiaries for the time being and, for the purposes of clause 18.1 ( Financial statements ) or clause 5 ( Financial covenants ) of the GasLog Guarantee, any other entity required to be treated as a subsidiary in its consolidated accounts in accordance with GAAP and/or any applicable law.

Group Member means any Obligor and any other entity which is part of the Group.

Guarantees means the GasLog Guarantee, the GasLog Carriers Guarantee and, if executed pursuant to clause 27.21 ( Legal and beneficial ownership ), the MLP Guarantee and Guarantee means any of them.

Guarantors means GasLog, GasLog Carriers and, if a MLP Guarantee is executed pursuant to clause 27.21( Legal and beneficial ownership ) , MLP and Guarantor means any of them.

ATH-#4163467-v4

Half-Yearly Financial Statements has the meaning given to it in clause 18 ( Information undertakings ).

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

Impaired Agent means the Agent at any time when:

(a)

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)

the Agent otherwise rescinds or repudiates a Finance Document;

(c)

(if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of Defaulting Lender ; or

(d)

an Insolvency Event has occurred and is continuing with respect to the Agent;

unless, in the case of paragraph (a) above:

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Payment Disruption Event; and

payment is made within 3 Business Days of its due date; or

(ii)

the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

Increased Costs has the meaning given to it in clause 13.1.2 ( Increased Costs ).

Indemnified Person means:

(a)

each Finance Party and each Receiver and any attorney, agent or other person appointed by them under the Finance Documents;

(b)

each Affiliate of those persons; and

(c)

any officers, employees or agents of any of the above persons.

Insolvency Event in relation to a Finance Party means that the Finance Party:

(a)

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c)

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d)

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

ATH-#4163467-v4

(e)

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i)

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii)

is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f)

has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

(g)

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(h)

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(i)

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(j)

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or

(k)

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

Insurance Notice means, in relation to a Ship, a notice of assignment in the form scheduled to the Deed of Covenant for that Ship or in another approved form.

Insurances means, in relation to a Ship:

(a)

all policies and contracts of insurance; and

(b)

all entries in a protection and indemnity or war risks or other mutual insurance association

in the name of such Ship’s Owner or the joint names of its Owner and any other person in respect of or in connection with such Ship and/or its Owner’s Earnings from the Ship and includes all benefits thereof (including the right to receive claims and to return of premiums).

Interbank Market means the London interbank market.

Interest Period means, in relation to the Loan or any part thereof, each period determined in accordance with clause 9 ( Interest Periods ) and, in relation to an Unpaid Sum, each period determined in accordance with clause 8.3 ( Default interest ).

ATH-#4163467-v4

Interpolated Screen Rate means in relation to LIBOR and the Loan or any part of it or any Unpaid Sum, the rate (rounded to the same number of decimal places as the two (2) relevant Screen Rates) which results from interpolating on a linear basis between:

(a)

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the relevant Interest Period for the Loan (or the relevant part of it) or the relevant Unpaid Sum; and

(b)

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the relevant Interest Period for the Loan (or the relevant part of it) or the relevant Unpaid Sum,

each as of 11:00 am on the relevant Quotation Day.

Last Availability Date means, in respect of each Advance, 15 August 2014 (or such later date as may be approved by all the Lenders).

Legal Reservations means:

(a)

the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b)

the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for, or indemnify a person against, non-payment of UK stamp duty may be void and defences of set-off or counterclaim; and

(c)

similar principles, rights and defences under the laws of any Relevant Jurisdiction.

Lender means:

(a)

any Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with clause 28 ( Changes to the Lenders ),

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement.

LIBOR means, in relation to the Loan or any part of it or any Unpaid Sum:

(a)

the applicable Screen Rate; or

(b)

if no Screen Rate is available for the relevant Interest Period, the Interpolated Screen Rate for the Loan (or the relevant part of it) or that Unpaid Sum; or

(c)

if:

(i)

no Screen Rate is available for the relevant currency; or

(ii)

no Screen Rate is available for the relevant Interest Period and it is not possible to calculate an Interpolated Screen Rate for the Loan (or the relevant part of it) or that Unpaid Sum,

the Reference Bank Rate,

as of 11:00 a.m. on the Quotation Day for the offering of deposits in dollars for a period comparable to the Interest Period for the Loan or relevant part of it or Unpaid Sum and if that rate is less than zero, LIBOR shall be deemed to be zero.

ATH-#4163467-v4

Loan means the loan made or to be made available under the Facility (comprising the Advances) or the principal amount outstanding for the time being of that loan.

Losses means any costs, expenses (including, but not limited to, legal fees), payments, charges, losses, demands, liabilities, taxes (including VAT), claims, actions, proceedings, penalties, fines, damages, judgments, orders or other sanctions.

Loss Payable Clauses means, in relation to a Ship, the provisions concerning payment of claims under the Ship’s Insurances in the form scheduled to the Ship’s Deed of Covenant or in another approved form.

Major Casualty means any casualty to a vessel for which the total insurance claim, inclusive of any deductible, exceeds or may exceed the Major Casualty Amount.

Major Casualty Amount means, in relation to a Ship, the amount specified as such against the name of that Ship in Schedule 2 ( Ship information ) or the equivalent in any other currency.

Majority Lenders means:

(a)

if no part of the Loan is then outstanding, a Lender or Lenders whose Commitments aggregate more than 66.67% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66.67% of the Total Commitments immediately prior to the reduction); or

(b)

at any other time, a Lender or Lenders whose participations in the Loan aggregate more than 66.67% of the Loan.

Manager means the Commercial Manager or the Technical Manager (as the case may be) and Managers means both of them.

Manager’s Undertaking means, in relation to a Ship, an undertaking by any manager of the Ship to the Security Agent in the agreed form pursuant to clause 20.3 ( Manager ).

Margin means 2.50% per annum.

Material Adverse Effect means, in the reasonable opinion of the Majority Lenders, a material adverse effect on:

(a)

the business, operations, property, performance or condition (financial or otherwise) of any of the Obligors or of the Group taken as a whole; or

(b)

the ability of an Obligor to perform its obligations under any of the Finance Documents; or

(c)

the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

Minimum Value means the amount in dollars which is at any relevant time 120% of the Loan.

MLP means a master limited partnership which may be formed under the laws of the Marshall Islands or another approved jurisdiction and listed with an Approved Exchange which acquires, with approval pursuant to clause 27.21 ( Legal and beneficial ownership ), legal and/or beneficial ownership of the shares in each of the Borrowers and/or GasLog Carriers.

MLP Guarantee means the guarantee to be executed by MLP in favour of the Security Agent in the agreed form pursuant to clause 27.21 ( Legal and beneficial ownership ).

ATH-#4163467-v4

Mortgage means, in relation to a Ship, a first priority mortgage of the Ship in the agreed form by the relevant Owner in favour of the Security Agent.

Mortgage Period means, in relation to a Mortgaged Ship, the period from the date the Mortgage over that Ship is executed and registered until the date such Mortgage is released and discharged or, if earlier, its Total Loss Repayment Date.

Mortgaged Ship means, at any relevant time, any Ship which has been delivered to the relevant Owner under the relevant Contract and is subject to a Mortgage and/or whose Earnings, Insurances and Requisition Compensation are subject to a Security Interest under the Finance Documents.

Notifiable Debt Purchase Transaction has the meaning given to that term in clause 29.2 ( Prohibition on Debt Purchase Transactions by the Group ).

Obligors means the parties to the Finance Documents (including GasLog) (other than Finance Parties and the Managers of each Ship) and Obligor means any one of them.

OFAC has the meaning given to it in clause 19.13.3 ( Sanctions ).

Original Financial Statements means:

(a)

the audited consolidated financial statements of the Group for its financial year ended 31 December 2012; and

(b)

the audited financial statements of GasLog Carriers for its financial year ended 31 December 2012.

Original Jurisdiction means, in relation to an Original Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement or, in the case of any other Obligor, as at the date on which that Obligor becomes an Obligor.

Original Obligor means each party to this Agreement and the Original Security Documents (other than a Finance Party and the Managers).

Original Security Documents means:

(a)

the GasLog Guarantee and the GasLog Carriers Guarantee;

(b)

the Mortgages;

(c)

the Deeds of Covenant;

(d)

the Charter Assignment in relation to each Ship’s Charter Documents;

(e)

the Account Security;

(f)

any Quiet Enjoyment Agreement; and

(g)

any Manager’s Undertaking if required under clause 20.3 ( Manager ).

Owner means, in relation to a Ship, the Borrower specified against the name of that Ship in Schedule 2 ( Ship information ).

Participating Member State means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

ATH-#4163467-v4

Party means a party to this Agreement.

Payment Disruption Event means either or both of:

(a)

(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:

(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.

Permitted Maritime Liens means, in relation to a vessel:

(a)

unless a Default is continuing, any ship repairer’s or outfitter’s possessory lien in respect of such vessel for an amount not exceeding the Major Casualty Amount for such vessel;

(b)

any lien on such vessel for master’s, officer’s or crew’s wages outstanding in the ordinary course of its trading;

(c)

liens for master’s disbursements incurred in the ordinary course of business and any other lien arising by operation of law in the ordinary course of the business, repair or maintenance of such vessel, each securing obligations not more than 30 days overdue; and

(d)

any lien on such vessel for salvage.

Permitted Security Interests means, in relation to any Mortgaged Ship, any Security Interest over it which is:

(a)

a Permitted Maritime Lien; or

(b)

granted by the Finance Documents; or

(c)

created in favour of a claimant or defendant in any proceedings or arbitration as security for costs and expenses while the relevant Owner is actively pursuing a claim or defending such proceedings or arbitration in good faith; or

(d)

created by operation of law in respect of taxes which are not overdue for payment or in respect of taxes being contested in good faith by appropriate steps; or

(e)

approved by the Majority Lenders,

PROVIDED that in the case of (c) and (d) above the relevant liens (or any claim relating thereto) are, in the reasonable opinion of the Agent, covered by insurance or, as the case may be, appropriate reserves held with the Account Bank in an Account acceptable to the Agent.

ATH-#4163467-v4

Pollutant means and includes crude oil and its products, any other polluting, toxic or hazardous substance and any other substance whose release into the environment is regulated or penalised by Environmental Laws.

Quiet Enjoyment Agreement means, in respect of each Charter, a letter by the Security Agent addressed to, and acknowledged by, the relevant Charterer and the relevant Owner in the agreed form.

Quotation Day means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the Interbank Market for a currency, in which case the Quotation Day for that currency shall be determined by the Agent in accordance with market practice in the Interbank Market (and if quotations would normally be given by leading banks in the Interbank Market on more than one day, the Quotation Day will be the last of those days).

Receiver means a receiver or a receiver and manager or an administrative receiver appointed in relation to the whole or any part of any Charged Property under any relevant Security Document.

Reference Bank Rate means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks as the rate at which the relevant Reference Bank could borrow funds in the Interbank Market, in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period.

Reference Banks means, in respect of LIBOR, the principal offices of Citibank, N.A. and DVB Bank S.E., in London and such other banks as may be appointed by the Agent with the consent of the Borrowers.

Registry means , in relation to each Ship, such registrar, commissioner or representative of the relevant Flag State who is duly authorised and empowered to register the relevant Ship, the relevant Owner’s title to such Ship and the relevant Mortgage under the laws of its Flag State.

Relevant Company means a person acceptable to the Lenders in their discretion which shall on or before the date of this Agreement be identified to the Lenders.

Relevant Jurisdiction means, in relation to an Obligor:

(a)

its jurisdiction of incorporation;

(b)

any jurisdiction where any Charged Property owned by it is situated;

(c)

any jurisdiction where it conducts its business; and

(d)

any jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

Repayment Date means, in relation to each Advance and subject to clause 33.7 ( Business Days ), the date falling 24 months after the Utilisation Date for that Advance.

Repeating Representations means each of the representations and warranties set out in clauses 17.1 ( Status ) to 17.10 ( Ranking and effectiveness of security ), 17.17 ( No breach of laws ), 17.19 ( Taxation ), 17.20 ( Security and Financial Indebtedness ), 17.21 ( Legal and beneficial ownership ), 17.22 ( Shares ), 17.24 ( No adverse consequences ), 17.25 ( Copies of documents ), 17.27 ( No immunity ), 17.31 ( Other Finance Arrangements ) and 17.32 ( Money Laundering ).

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

ATH-#4163467-v4

Requisition Compensation means, in relation to a Ship, any compensation paid or payable by a government entity for the requisition for title, confiscation or compulsory acquisition of such Ship.

Revenue Account means an Account designated as a “ Revenue Account ” under clause 25 ( Bank accounts ).

Screen Rate means the London Interbank offered rate administered by ICE Benchmark Administration Limited (or if ICE Benchmark Administration Limited ceases to act in the role of administering and publishing LIBOR rates, the equivalent rate published by a subsequently appointed administrator of LIBOR) for dollars for the relevant period displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Borrowers and the Lenders.

Security Agent includes any person as may be appointed security agent and trustee for the other Finance Parties under this Agreement.

Security Documents means:

(a)

the Original Security Documents;

(b)

any other document as may after the date of this Agreement be executed to guarantee and/or secure any amounts owing to the Finance Parties under this Agreement or any other Finance Document.

Security Interest means a mortgage, charge, pledge, lien, assignment, trust, hypothecation or other security interest of any kind securing any obligation of any person or any other agreement or arrangement having a similar effect.

Security Value means, at any time, the amount in dollars which, at that time, is the aggregate of (a) the value of all of the Mortgaged Ships which have not then become a Total Loss (or, if less, the maximum amount capable of being secured by the Mortgages over the Mortgaged Ships) and (b) the value of any additional security then held by the Security Agent or any other Finance Party provided under clause 24 ( Minimum security value ), in each case as most recently determined in accordance with this Agreement.

Selection Notice means a notice substantially in the form set out in Schedule 5 ( Selection Notice ) given in accordance with clause 9 ( Interest Periods ).

Seller means, in relation to a Ship, the Seller specified in Schedule 2 ( Ship information ) in respect of such Ship.

Ship Commitment means, in relation to a Ship, the amount specified as such in respect of such Ship in Schedule 2 ( Ship information ), as cancelled or reduced pursuant to any provision of this Agreement.

Ship Representations means each of the representations and warranties set out in clauses 17.28 ( Ship status ) and 17.29 ( Ship’s employment ).

Ships means each of the ships (to be delivered to the relevant Owners under the Contracts) described in Schedule 2 ( Ship information ), and Ship means any of them.

Spill means any spill, release or discharge of a Pollutant into the environment.

Subsidiary of a person means any other person:

(a)

directly or indirectly controlled by such person; or

ATH-#4163467-v4

(b)

of whose dividends or distributions on ordinary voting share capital such person is entitled to receive more than 50%.

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) and Taxation shall be construed accordingly.

Technical Manager means, in relation to a Ship, GasLog LNG Services Ltd. or another manager appointed as the technical manager of that Ship by the relevant Owner in accordance with clause 20.3 ( Manager ).

Total Commitments means the aggregate of the Commitments, being $325,500,000 at the date of this Agreement.

Total Loss means, in relation to a vessel, its:

(a)

actual, constructive, compromised or arranged total loss; or

(b)

requisition for title, confiscation or other compulsory acquisition by a government entity; or

(c)

condemnation, capture, seizure, arrest or detention for more than 30 days; or

(d)

hijacking or theft for more than 60 days.

Total Loss Date means, in relation to the Total Loss of a vessel:

(a)

in the case of an actual total loss, the date it happened or, if such date is not known, the date on which the vessel was last reported;

(b)

in the case of a constructive, compromised, agreed or arranged total loss, the earliest of:

(i)

the date notice of abandonment of the vessel is given to its insurers; or

(ii)

if the insurers do not admit such a claim, the date later determined by a competent court of law to have been the date on which the total loss happened; or

(iii)

the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the vessel’s insurers;

(c)

in the case of a requisition for title, confiscation or compulsory acquisition, the date it happened;

(d)

in the case of condemnation, capture, seizure, arrest or detention, the date 30 days after the date upon which it happened; and

(e)

in the case of hijacking or theft, the date 60 days after the date upon which it happened.

Total Loss Repayment Date means, where a Mortgaged Ship has become a Total Loss after its Delivery, the earlier of:

(a)

the date 180 days after its Total Loss Date; and

(b)

the date upon which insurance proceeds or Requisition Compensation for such Total Loss are paid by insurers or the relevant government entity.

Transfer Certificate means a certificate substantially in the form set out in Schedule 6 ( Form of Transfer Certificate ) or any other form agreed between the Agent and the Borrowers or, at any time after the occurrence of an Event of Default, required by the Agent.

ATH-#4163467-v4

Transfer Date means, in relation to a transfer pursuant to a Transfer Certificate, the later of:

(a)

the proposed Transfer Date specified in the Transfer Certificate; and

(b)

the date on which the Agent executes the Transfer Certificate.

Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

Trust Property means, collectively:

(a)

all moneys duly received by the Security Agent under or in respect of the Finance Documents;

(b)

any portion of the balance on any Account held by or charged to the Security Agent at any time;

(c)

the Security Interests, guarantees, security, powers and rights given to the Security Agent under and pursuant to the Finance Documents including, without limitation, the covenants given to the Security Agent in respect of all obligations of any Obligor and any Manager;

(d)

all assets paid or transferred to or vested in the Security Agent or its agent or received or recovered by the Security Agent or its agent in connection with any of the Finance Documents whether from any Obligor, any Manager or any other person; and

(e)

all or any part of any rights, benefits, interests and other assets at any time representing or deriving from any of the above, including all income and other sums at any time received or receivable by the Security Agent or its agent in respect of the same (or any part thereof).

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents.

US Tax Obligor means:

(a)

a Borrower if it is resident for tax purposes in the United States of America; or

(b)

an Obligor some or all of whose payments under the Finance Documents are from sources within the United States for US federal income tax purposes.

Utilisation means the making of an Advance.

Utilisation Date means the date on which a Utilisation is made.

Utilisation Request means a notice substantially in the form set out in Schedule 4 ( Utilisation Request ).

VAT means:

(a)

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b)

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

ATH-#4163467-v4

1.2

Construction

1.2.1

Unless a contrary indication appears, any reference in any of the Finance Documents to:

(a)

Sections, clauses and Schedules are to be construed as references to the Sections and clauses of, and the Schedules to, the relevant Finance Document and references to a Finance Document include its Schedules;

(b)

a Finance Document or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as it may from time to time be amended, restated, novated or replaced, however fundamentally;

(c)

words importing the plural shall include the singular and vice versa;

(d)

a time of day is to London time;

(e)

any person includes its successors in title, permitted assignees or transferees;

(f)

the knowledge, awareness and/or beliefs (and similar expressions) of any Obligor shall be construed so as to mean the knowledge, awareness and beliefs of the director and officers of such Obligor, having made due and careful enquiry;

(g)

two or more persons are acting in concert if pursuant to an agreement or understanding (whether formal or informal) they actively co-operate, through the acquisition (directly or indirectly) of shares in an entity by any of them, either directly or indirectly to obtain or consolidate control of that entity;

(h)

agreed form means:

(i)

where a Finance Document has already been executed by all of the relevant parties to it, such Finance Document in its executed form;

(ii)

prior to the execution of a Finance Document, the form of such Finance Document separately agreed in writing between the Agent (acting on the instructions of all the Lenders) and the Borrowers, whether before or after the date of this Agreement, as the form in which that Finance Document is to be executed or another form approved at the request of the Borrowers or, if not so agreed or approved, in the form reasonably required by the Agent;

(i)

approved by the Majority Lenders or approved by the Lenders means approved in writing by the Agent acting on the instructions of the Majority Lenders or, as the case may be, all of the Lenders (on such conditions as they may respectively impose) and otherwise approved means approved in writing by the Agent acting on the instructions of the Majority Lenders (on such conditions as the Agent (acting on the instructions of the Majority Lenders) may impose) and approval and approve shall be construed accordingly;

(j)

assets includes present and future properties, revenues and rights of every description;

(k)

an authorisation means any authorisation, consent, concession, approval, resolution, licence, exemption, filing, notarisation or registration;

(l)

charter commitment means, in relation to a vessel, any charter or contract for the use, employment or operation of that vessel or the carriage of people and/or cargo or the provision of services by or from it and includes any agreement for pooling or sharing income derived from any such charter or contract;

ATH-#4163467-v4

(m)

control of an entity means:

(i)

the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of that entity; or

appoint or remove all, or the majority, of the directors or other equivalent officers of that entity; or

give directions with respect to the operating and financial policies of that entity with which the directors or other equivalent officers of that entity are obliged to comply; and/or

(ii)

the holding beneficially of more than 50% of the issued share capital of that entity (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital) (and, for this purpose, a Security Interest over share capital shall be disregarded in determining the beneficial ownership of such share capital),

and controlled shall be construed accordingly;

(n)

the term disposal or dispose means a sale, transfer or other disposal (including by way of lease or loan but not including by way of loan of money) by a person of all or part of its assets, whether by one transaction or a series of transactions and whether at the same time or over a period of time, but not the creation of a Security Interest;

(o)

dollar, $ and USD means the lawful currency of the United States of America;

(p)

the equivalent of an amount specified in a particular currency (the specified currency amount ) shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specified currency amount in the London foreign exchange market at or about 11:00 a.m. on the date the calculation falls to be made for spot delivery, as conclusively determined by the Agent (with the relevant exchange rate of any such purchase being the Agent’s spot rate of exchange );

(q)

a government entity means any government, state or agency of a state;

(r)

a group of Lenders includes all the Lenders;

(s)

a guarantee means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(t)

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;

(u)

month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:

(i)

if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that month (if there is one) or on the immediately preceding Business Day (if there is not); and

ATH-#4163467-v4

(ii)

if there is no numerically corresponding day in that month, that period shall end on the last Business Day in that month,

and the above rules in paragraphs (i) to (ii) will only apply to the last month of any period;

(v)

an obligation means any duty, obligation or liability of any kind;

(w)

something being in the ordinary course of business of a person means something that is in the ordinary course of that person’s current day-to-day operational business (and not merely anything which that person is entitled to do under its Constitutional Documents);

(x)

pay , prepay or repay in clause 26 ( Business restrictions ) includes by way of set-off, combination of accounts or otherwise;

(y)

a person includes any individual, firm, company, corporation, government entity or any association, trust, joint venture, consortium or partnership or other entity (whether or not having separate legal personality);

(z)

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 and includes (without limitation) any Basel II Regulation or Basel III Regulation;

(aa)

right means any right, privilege, power or remedy, any proprietary interest in any asset and any other interest or remedy of any kind, whether actual or contingent, present or future, arising under contract or law, or in equity;

(bb)

trustee , fiduciary and fiduciary duty has in each case the meaning given to such term under applicable law;

(cc)

(i) the liquidation , winding up , dissolution , or administration of person or (ii) a receiver or administrative receiver or administrator in the context of insolvency proceedings or security enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings or any equivalent and analogous person or appointee (respectively) under the law of the jurisdiction in which such person is established or incorporated or any jurisdiction in which such person carries on business including (in respect of proceedings) the seeking or occurrences of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors;

(dd)

an entity is a wholly-owned subsidiary of another entity if it has no members except that other entity and that other entity’s wholly-owned Subsidiaries or persons acting on behalf of that other entity or its wholly-owned Subsidiaries; and

(ee)

a provision of law is a reference to that provision as amended or re-enacted.

1.2.2

Where in this Agreement a provision includes a monetary reference level in one currency, unless a contrary indication appears, such reference level is intended to apply equally to its equivalent in other currencies as of the relevant time for the purposes of applying such reference level to any other currencies.

1.2.3

Section, clause and Schedule headings are for ease of reference only.

1.2.4

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.

ATH-#4163467-v4

1.2.5

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 or remedied to the satisfaction of the Agent acting on the instructions of the Lenders.

1.2.6

Unless a contrary indication appears, in the event of any inconsistency between the terms of this Agreement and the terms of any other Finance Document when dealing with the same or similar subject matter, the terms of this Agreement shall prevail.

1.3

Third party rights

1.3.1

Unless expressly provided to the contrary in a Finance Document for the benefit of a Finance Party or another Indemnified Person, a person who is not a party to a Finance Document has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act ) to enforce or to enjoy the benefit of any term of the relevant Finance Document.

1.3.2

Any Finance Document may be rescinded or varied by the parties to it without the consent of any person who is not a party to it (unless otherwise provided by this Agreement).

1.3.3

An Indemnified Person who is not a party to a Finance Document may only enforce its rights under that Finance Document through a Finance Party and if and to the extent and in such manner as the Finance Party may determine.

1.4

Finance Documents

Where any other Finance Document provides that this clause 1.4 shall apply to that Finance Document, any other provision of this Agreement which, by its terms, purports to apply to all or any of the Finance Documents and/or any Obligor shall apply to that Finance Document as if set out in it but with all necessary changes.

1.5

Conflict of documents

The terms of the Finance Documents (other than as relates to the creation and/or perfection of security) are subject to the terms of this Agreement and, in the event of any conflict between any provision of this Agreement and any provision of any Finance Document (other than in relation to the creation and/or perfection of security) the provisions of this Agreement shall prevail.

ATH-#4163467-v4

Section 2 – THE FACILITY

The Facility

2.1

The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrowers a term loan facility in an aggregate amount equal to the Total Commitments.

2.2

Finance Parties’ rights and obligations

2.2.1

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

2.2.2

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

2.2.3

A Finance Party may, except as otherwise stated in the Finance Documents (including clauses 30.26 ( All enforcement action through the Security Agent ) and 31.2 ( Finance Parties acting together )), separately enforce its rights under the Finance Documents.

2.3

Borrowers’ rights and obligations

2.3.1

The obligations of each Borrower under this Agreement are joint and several. Failure by a Borrower to perform its obligations under this Agreement shall constitute a failure by all of the Borrowers.

2.3.2

Each Borrower irrevocably and unconditionally jointly and severally with each other Borrower:

(a)

agrees that it is responsible for the performance of the obligations of each other Borrower under this Agreement;

(b)

acknowledges and agrees that it is a principal and original debtor in respect of all amounts due from the Borrowers under this Agreement; and

(c)

agrees with each Finance Party that, if any obligation of another Borrower under this Agreement is or becomes unenforceable, invalid or illegal for any reason it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any and all Losses it incurs as a result of another Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by that other Borrower under this Agreement. The amount payable under this indemnity shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

2.3.3

The obligations of each Borrower under the Finance Documents shall continue until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably and unconditionally paid or discharged in full, regardless of any intermediate payment or discharge in whole or in part.

2.3.4

If any discharge, release or arrangement (whether in respect of the obligations of a Borrower or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Borrowers under this Agreement will continue or be reinstated as if the discharge, release or arrangement had not occurred.

ATH-#4163467-v4

2.3.5

The obligations of each Borrower under the Finance Documents shall not be affected by an act, omission, matter or thing which, but for this clause (whether or not known to it or any Finance Party), would reduce, release or prejudice any of its obligations under the Finance Documents including:

(a)

any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b)

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any other Obligor;

(c)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e)

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security;

(f)

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g)

any insolvency or similar proceedings.

2.3.6

Each Borrower waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Borrower under any Finance Document. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

2.3.7

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably and unconditionally paid or discharged in full, each Finance Party (or any trustee or agent on its behalf) may:

(a)

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Borrower will be entitled to the benefit of the same; and

(b)

hold in an interest-bearing suspense account any money received from any Borrower or on account of any Borrower’s liability under any Finance Document.

2.3.8

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs (on such terms as it may require), no Borrower shall exercise any rights (including rights of set-off) which it may have by reason of performance by it of its obligations under the Finance Documents:

(a)

to be indemnified by another Obligor;

(b)

to claim any contribution from any other Obligor or any guarantor of any Obligor’s obligations under the Finance Documents; and/or

(c)

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any guarantee or

ATH-#4163467-v4

security taken pursuant to, or in connection with, the Finance Documents by any Finance Party; and/or

(d)

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which that Borrower is liable under this Agreement or any of the other Finance Documents; and/or

(e)

to exercise any right of set-off against any other Obligor; and/or

(f)

to claim or prove as a creditor of any other Obligor in competition with any Finance Party.

If a Borrower receives any benefit, payment or distribution in relation to such rights it will promptly pay an equal amount to the Agent for application in accordance with clause 33 ( Payment mechanics ). This only applies until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full.

Purpose

3.1

Purpose

The Borrowers shall apply all amounts borrowed under the Facility in accordance with this clause 3.

3.2

Use on Delivery

The Ship Commitment for each Ship shall be made available solely for the purpose of assisting the relevant Owner to finance part of the Contract Price of that Ship payable on its Delivery by paying the same to the relevant Seller.

3.3

Monitoring

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

Conditions of Utilisation

4.1

Initial conditions precedent

The Borrowers may not deliver a Utilisation Request unless the Agent, or its duly authorised representative, has received all of the documents and other evidence listed in Part 1 of Schedule 3 ( Initial c onditions precedent ) in form and substance satisfactory to the Agent.

4.2

Ship and security conditions precedent

The Ship Commitment in respect of a Ship may only be drawn down under this Agreement if on or before the Utilisation of the relevant Advance for that Ship, the Agent, or its duly authorised representative, has received all of the documents and evidence listed in Part 2 of Schedule 3 ( Ship and security conditions precedent ) in relation to such Ship in form and substance satisfactory to the Agent.

4.3

Notice to Lenders

The Agent shall notify the Borrowers and the Lenders promptly after receipt by it of the documents and evidence referred to in this clause 4 in form and substance satisfactory to it. Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives any such notification, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

ATH-#4163467-v4

4.4

Further conditions precedent

The Lenders will only be obliged to comply with clause 5.4 ( Lenders’ participation ) if on the date of the Utilisation Request and on the proposed Utilisation Date for an Advance:

(a)

no Default is continuing or would result from the proposed Utilisation;

(b)

the Repeating Representations and, in relation to the first Utilisation, all of the other representations set out in clause 17 ( Representations ) (except the Ship Representations), are true;

(c)

no events, facts, conditions or circumstances shall exist or have arisen or occurred (and neither the Agent nor any Lender shall have become aware of other events, facts, conditions or circumstances not previously known to it), which the Agent (acting on the instructions of the Majority Lenders) shall determine, have had or could reasonably be expected to have, a Material Adverse Effect;

(d)

the Ship Representations are true so far as they relate to the Ship relating to the Utilisation being made; and

(e)

no Total Loss Date has occurred in relation to a Total Loss.

4.5

Waiver of conditions precedent

The conditions in this clause 4 are inserted solely for the benefit of the Finance Parties and may be waived on their behalf in whole or in part and with or without conditions by the Agent acting on the instructions of the Majority Lenders.

ATH-#4163467-v4

Section 3 – UTILISATION

Utilisation

5.1

Delivery of a Utilisation Request

The Borrowers may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than 11:00 a.m. three (3) Business Days before the proposed Utilisation Date.

5.2

Completion of a Utilisation Request

5.2.1

A Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(a)

the proposed Utilisation Date in respect of an Advance is a Business Day falling not later than the Last Availability Date for that Advance;

(b)

the currency and amount of the Utilisation comply with clause 5.3 ( Currency and amount );

(c)

the proposed Interest Period complies with clause 9 ( Interest Periods ); and

(d)

it identifies the purpose for the Utilisation and that purpose complies with clause 3 ( Purpose ) and it identifies the relevant Ship Commitment to which it relates .

5.2.2

The Ship Commitment in respect of a Ship may only be drawn down in a single amount in one Advance.

5.3

Currency and amount

5.3.1

The currency specified in a Utilisation Request must be dollars.

5.3.2

Only one Advance under one Utilisation may be made in respect of each Ship Commitment.

5.3.3

The amount available under an Advance and the amount of a proposed Advance specified in a Utilisation Request and advanced in respect of a Ship, shall not exceed the lower of:

(a)

the Ship Commitment for the Ship to which the proposed Advance relates; and

(b)

the amount in dollars which is equal to 70% of the Contract Price of that Ship; and

(c)

the amount of the Available Facility.

5.4

Lenders’ participation

5.4.1

If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Advance available by the relevant Utilisation Date through its Facility Office.

5.4.2

The amount of each Lender’s participation in each Advance will be equal to the proportion borne by its undrawn Commitment to the undrawn Total Commitments immediately prior to making the Advance.

5.4.3

The Agent shall promptly notify each Lender of the amount of the Advance and the amount of its participation in the Advance, in each case three Business Days before the proposed Utilisation Date.

ATH-#4163467-v4

5.4.4

The Agent shall pay all amounts received by it in respect of each Advance (and its own participation in it, if any) to the Borrowers or for the account of any of them or to the relevant Seller or to its order, in each case in accordance with the instructions contained in the relevant Utilisation Request.

5.5

Pre-placement of Advances

5.5.1

Notwithstanding that the Borrowers may have not yet satisfied all of the conditions precedent set out in Schedule 3 ( Conditions precedent ), in order to facilitate compliance by any Owner with a Contract, and provided that:

(a)

the Borrowers have submitted a Utilisation Request in respect of an Advance in accordance with this clause 5;

(b)

the Borrowers have satisfied the conditions precedent set out in paragraphs 1, 2, 3, 4(a), 4(b), 4(c), 4(f), 4(g), 5, 6 and 7 of Part 1 of Schedule 3 ( Initial c onditions precedent ); and

(c)

in the opinion of the Agent (acting on the instructions of the Majority Lenders) the Borrowers are reasonably likely to satisfy all remaining and outstanding conditions precedent set out in Part 1 of Schedule 3 ( Initial conditions precedent ) and in Part 2 of Schedule 3 ( Ship and security conditions precedent ) in relation to the Ship to which such Advance relates within 10 Business Days from the Utilisation Date for such Advance and in any event on or before the Release for such Advance (as defined below in clause 5.5.2),

the Agent (acting on the instructions of the Majority Lenders) may, subject to the other terms and conditions of this clause 5.5 and the other provisions of this Agreement, make such Advance, on the date specified in the relevant Utilisation Request, being the date on which the relevant Contract Price is required to be deposited in accordance with the relevant Contract with the bank nominated by the relevant Seller in the relevant Contract (a Seller’s Bank ).

5.5.2

An Advance utilised pursuant to this clause 5.5 (a Pre-placed Advance ) shall (subject to the other provisions of this Agreement) be remitted by the Agent to the Revenue Account of the Owner of the relevant Ship and each Borrower hereby irrevocably undertakes with the Finance Parties forthwith upon crediting to such Revenue Account, to instruct the Account Bank to immediately remit the Pre-placed Advance to the relevant Seller’s Bank as a cash deposit in the Agent’s name with the relevant Seller’s Bank (the Bank Account ) with its correspondent bank in New York, and will be held by the relevant Seller’s Bank to the order of the Agent for release by the Agent to the relevant Seller or to its order (a Release ) and only subject to such irrevocable instructions addressed from the Agent to the relevant Seller’s Bank as are acceptable to the Agent ( Irrevocable Instructions ).

5.5.3

Any such Irrevocable Instructions in relation to a Pre-placed Advance shall in any event provide (inter alia) that the relevant Pre-placed Advance shall not be released to the relevant Seller or to its order, and the Agent (and the authorised representatives of the Agent specified in the Irrevocable Instructions) shall not agree to counter-sign the “Protocol of Delivery and Acceptance” in respect of the relevant Ship nor release the relevant Pre-placed Advance to the relevant Seller or its order, unless and until:

(a)

the Agent is satisfied that the “Protocol of Delivery and Acceptance” in respect of that Ship has been signed by the relevant Seller and the relevant Owner; and

(b)

the Agent is satisfied that all the conditions precedent set out in Part 1 of Schedule 3 (Initial c onditions precedent ) and Part 2 of Schedule 3 ( Ship and security conditions precedent ) in relation to such Ship have been satisfied in full.

5.5.4

Each Borrower hereby irrevocably and unconditionally undertakes that it shall not give any instructions to a relevant Seller’s Bank in respect of a Pre-placed Advance that are inconsistent with any Irrevocable Instructions in respect of that Pre-placed Advance.

ATH-#4163467-v4

5.5.5

The Borrowers shall immediately prepay a Pre-placed Advance, together with interest thereon (calculated in accordance with clause 8.1 ( Calculation of interest )), on the date on which the relevant Seller’s Bank is required to return the moneys funded by that Pre-placed Advance to the Agent in accordance with the relevant Irrevocable Instructions (and regardless of whether the relevant Seller’s Bank has then carried out such instructions), provided that any moneys actually returned to the Agent from the relevant Seller’s Bank shall be applied by the Agent in satisfaction of such prepayment obligation of the Borrowers and in payment of any amounts payable by the Borrowers under clause 7.8 ( Restrictions ) as a result of such prepayment.

5.5.6

In case of application of this clause 5.5 in respect of any Pre-placed Advance, each Pre-placed Advance shall accrue interest in accordance with the terms of clause 8.1 ( Calculation of interest ) from the Utilisation Date for that Advance.

5.5.7

Any amount prepaid under clause 5.5.5 in respect of an Advance shall be, subject to the other terms of this Agreement, available to be redrawn by the Borrowers where Delivery of the relevant Ship has been delayed, in again assisting the relevant Owner to satisfy its obligations under the relevant Contract.

ATH-#4163467-v4

Section 4 – REPAYMENT, PREPAYMENT AND CANCELLATION

6		Repayment

		The Borrowers shall repay each Advance in full on its Repayment Date.

7		Illegality, prepayment and cancellation

7.1		Illegality

		If it becomes unlawful or otherwise impossible in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or any of the other Finance Documents, or for any Lender to fund or maintain its participation in the Loan:

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

	(b)	upon the Agent notifying the Borrowers, the Commitment of that Lender will be immediately cancelled and the remaining Ship Commitments and the Total Commitments shall each be reduced rateably; and

	(c)	the Borrowers shall repay that Lender’s participation in the Loan on the last day of the Interest Period occurring after the Agent has notified the Borrowers 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		Change of Control

7.2.1		If there is a Change of Control:

	(a)	the Borrowers shall promptly notify the Agent of the same upon its occurrence; and

	(b)	the Agent, upon becoming notified by any Party of a Change of Control may, and if instructed by the Majority Lenders shall, by notice to the Borrowers cancel the Total Commitments, with effect from the date on which such Change of Control occurs, and the Borrowers shall forthwith prepay the Loan in full together with all other amounts outstanding under this Agreement and the other Finance Documents.

7.2.2		If GasLog ceases to be listed on an Approved Exchange, the Borrowers shall notify the Agent of the same upon its occurrence, and the Agent, upon being notified may, and if instructed by the Majority Lenders shall, cancel the Total Commitments, with effect from the date on which such de-listing occurs, and the Borrowers shall forthwith prepay the Loan in full together with all other amounts outstanding under this Agreement and the other Finance Documents.

7.3		Voluntary cancellation

		The Borrowers may, if they give the Agent not less than ten (10) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of $5,000,000) of the Facility. Upon any such cancellation the Total Commitments shall be reduced by the same amount and the relevant Commitments of the Lenders reduced pro rata.

7.4		Voluntary prepayment

		The Borrowers may, if they give the Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, prepay the whole or any part of an Advance (but if in part, being an amount that reduces the amount of such Advance by a minimum

ATH-#4163467-v4

		amount of $5,000,000 and is a multiple of $5,000,000), on the last day of an Interest Period in respect of the amount to be prepaid or on any other date subject to paying any Break Costs.

7.5		Right of replacement or cancellation and prepayment in relation to a single Lender/right of cancellation in relation to a Defaulting Lender

7.5.1		If:

	(a)	any sum payable to any Lender by an Obligor is required to be increased under clause 12.2 ( Tax gross-up ); or

	(b)	any Lender claims indemnification from the Borrowers under clause 12.3 ( Tax indemnity ) or clause 13.1 ( Increased Costs ); or

	(c)	any FATCA Protected Lender notifies the Agent of a FATCA Event pursuant to clause 7.9 ( Mandatory repayment and cancellation of FATCA Protected Lenders ),

		the Borrowers may, whilst the circumstance giving rise to the requirement for that increase or indemnification or FATCA Event continues for a maximum period of 30 days, give the Agent notice of cancellation of the Commitment of that Lender and their intention to procure the repayment of that Lender’s participation in the Loan or give the Agent notice of their intention to replace that Lender in accordance with clause 7.5.4.

7.5.2		On receipt of a notice referred to in clause 7.5.1 above, the Commitment of that Lender shall immediately be reduced to zero and (unless the Commitment of the relevant Lender is replaced in accordance with clause 7.5.4) the remaining Ship Commitments and the Total Commitments shall each be reduced rateably.

7.5.3		On the last day of each Interest Period which ends after the Borrowers have given notice under clause 7.5.1 above in relation to a Lender (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers shall repay that Lender’s participation in the Loan.

7.5.4		The Borrowers may, in the circumstances set out in clause 7.5.1, on 15 Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to transfer (and, to the extent permitted by law, that Lender shall transfer) pursuant to clause 28 ( Changes to the Lenders ) all (and not part only) of its rights under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with clause 28 ( Changes to the Lenders ) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the aggregate of:

	(a)	the outstanding principal amount of such Lender’s participation in the Loan;

	(b)	all accrued interest owing to such Lender to the extent that the Agent has not given a notification under clause 28.8 ( Pro-rata interest settlement );

	(c)	the Break Costs which would have been payable to such Lender pursuant to clause 10.4 ( Break Costs ) had the Borrowers prepaid in full that Lender’s participation in the Loan on the date of the transfer; and

	(d)	all other amounts payable to that Lender under the Finance Documents on the date of the transfer.

7.5.5		The replacement of a Lender pursuant to clause 7.5.4 shall be subject to the following conditions:

	(a)	the Borrowers shall have no right to replace the Agent;

	(b)	neither the Agent nor any Lender shall have any obligation to find a replacement Lender;

ATH-#4163467-v4

	(c)	in no event shall the Lender replaced under clause 7.5.4 be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and

	(d)	the Lender shall only be obliged to transfer its rights pursuant to clause 7.5.4 above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

7.5.6		If any Lender becomes a Defaulting Lender, the Borrowers may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 5 Business Days’ notice of cancellation of the Commitment of that Lender.

7.5.7		On the notice referred to in clause 7.5.6 above becoming effective, the Commitment of the Defaulting Lender shall immediately be reduced to zero and (unless the Commitment of the relevant Lender is replaced in accordance with clause 39.6 ( Replacement of a Defaulting Lender )) the remaining Ship Commitments and the Total Commitments shall each be reduced rateably.

7.5.8		A Lender shall perform the checks described in clause 7.5.5(d) above as soon as reasonably practicable following delivery of a notice referred to in clause 7.5.4 above and shall notify the Agent and the Borrowers when it is satisfied that it has complied with those checks.

7.6		Sale or Total Loss

		On a Mortgaged Ship’s Disposal Repayment Date the Borrowers shall prepay in full the Advance relevant to such Ship.

7.7		Automatic cancellation

		Any part of the Total Commitments relating to an Advance which has neither become available nor been utilised by the Last Availability Date for that Advance shall be automatically cancelled at close of business in London on the Last Availability Date for that Advance.

7.8		Restrictions

7.8.1		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 and, in the case of a prepayment under clause 7.4 ( Voluntary prepayment ), the relevant Advance to be prepaid.

7.8.2		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.

7.8.3		The Borrowers may not re-borrow any part of the Facility which is repaid or prepaid (subject as provided in clause 5.5.7 ( Pre-placement of Advances ).

7.8.4		The Borrowers shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

7.8.5		No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

7.8.6		If the Agent receives a notice under this clause 7 it shall promptly forward a copy of that notice to either the Borrowers or the affected Lender, as appropriate.

7.8.7		If the Total Commitments are partially reduced under this Agreement (other than under clause 7.1 ( Illegality ), clause 7.5 ( Right of replacement or cancellation and prepayment in relation to a single Lender/Right of cancellation in relation to a Defaulting Lender ) and clause 7.9 ( Mandatory repayment and cancellation of FATCA Protected Lenders )), the Commitments of the Lenders shall

ATH-#4163467-v4

		be reduced rateably and in all cases where the Total Commitments are partially reduced under this Agreement (other than in relation to a cancellation of all of the Ship Commitment for a Ship) the remaining Ship Commitments shall be reduced rateably.

7.8.8		If the Loan is partially prepaid under this Agreement (other than under clause 7.1 ( Illegality ), clause 7.5 ( Right of replacement or cancellation and prepayment in relation to a single Lender/Right of cancellation in relation to a Defaulting Lender ) and clause 7.9 ( Mandatory repayment and cancellation of FATCA Protected Lenders )), the amount prepaid shall reduce the participation of the Lenders in the Loan rateably.

7.8.9		If the Loan is partially prepaid under this Agreement (other than under clause 7.4 ( Voluntary prepayment ) or clause 7.6 ( Sale or Total Loss )), all remaining Advances shall be reduced rateably.

7.9		Mandatory repayment and cancellation of FATCA Protected Lenders

7.9.1		If on the date falling three months before the earliest FATCA Application Date for any payment by a Party to a FATCA Protected Lender (or to the Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that Party will, as a consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Agent for the account of that Lender) on or after that FATCA Application Date (a FATCA Event ):

	(a)	that Lender shall, reasonably promptly after that date, notify the Agent of that FATCA Event and the relevant FATCA Application Date;

	(b)	if, on the date falling one month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to clause 7.5 ( Right of replacement or cancellation and prepayment in relation to a single Lender / Right of cancellation in relation to a Defaulting Lender ) (other than by reason of that Lender’s failure to comply with its obligations pursuant to clause 7.5.4):

	(i)	that Lender may, at any time between one month and two weeks before such FATCA Application Date, notify the Agent;

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

	(iii)	the Borrowers shall repay that Lender’s participation in the Loan made to the Borrowers on the last day of the Interest Period for the Loan occurring after the Agent has notified the Borrowers or, if earlier, the last Business Day before the relevant FATCA Application Date.

ATH-#4163467-v4

Section 5 – COSTS OF UTILISATION

8		Interest

8.1		Calculation of interest

		The rate of interest on each Advance for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

	(a)	Margin; and

	(b)	LIBOR.

8.2		Payment of interest

		The Borrowers shall pay accrued interest on each Advance on the last day of each Interest Period for that Advance (and, if an Interest Period is longer than six months, on the dates falling at six monthly intervals after the first day of that Interest Period).

8.3		Default interest

8.3.1		If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to clause 8.3.2 below, is 2 per cent. higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted the Loan for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing in accordance with this clause 8.3 shall be immediately payable by the Obligors on demand by the Agent.

8.3.2		If any overdue amount consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan or the relevant part of it:

	(a)	the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan; and

	(b)	the rate of interest applying to the overdue amount during that first Interest Period shall be 2 per cent. higher than the rate which would have applied if the overdue amount had not become due.

8.3.3		Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

8.4		Notification of rates of interest

		The Agent shall notify the Lenders and the Borrowers of the determination of a rate of interest under this Agreement on the Quotation Day.

9		Interest Periods

9.1		Selection of Interest Periods

9.1.1		The Borrowers may select an Interest Period for an Advance in the Utilisation Request for such Advance or (if such Advance has already been borrowed) in a Selection Notice.

9.1.2		Each Selection Notice is irrevocable and must be delivered to the Agent by the Borrowers not later than 11:00 a.m. three Business Days before the last day of the then current Interest Period.

ATH-#4163467-v4

9.1.3		If the Borrowers fail to deliver a Selection Notice to the Agent in accordance with clause 9.1.2, the relevant Interest Period will be 6 months.

9.1.4		Subject to this clause 9, the Borrowers may select an Interest Period of 6 months or any other period not exceeding 12 months agreed between the Borrowers and the Agent on the instructions of all the Lenders.

9.1.5		No Interest Period in respect of an Advance shall extend beyond the Repayment Date for that Advance.

9.1.6		The first Interest Period for an Advance shall start on the Utilisation Date of that Advance and each subsequent Interest Period for that Advance shall start on the last day of its preceding Interest Period.

9.2		Non-Business Days

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

10		Changes to the calculation of interest

10.1		Absence of quotations

		Subject to clause 10.2 ( Market Disruption Event ), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11:00 a.m. on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

10.2		Market Disruption Event

10.2.1		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 Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

	(a)	the Margin; and

	(b)	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.

10.2.2		If a Market Disruption Event occurs the Agent shall, as soon as practicable, notify the Borrowers.

10.2.3		In this Agreement Market Disruption Event means that:

	(a)	at or about noon on the Quotation Day for the relevant Interest Period LIBOR is to be determined by reference to the Reference Banks and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR for the relevant Interest Period; or

	(b)	before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in the Loan equal or exceed 50% of the Loan) or, if prior to the first Utilisation Date, whose Commitments equal or exceed 50% of the Total Commitments) that the cost to it of funding its participation in the Loan from whatever source it may reasonably select would be in excess of LIBOR.

ATH-#4163467-v4

10.3		Alternative basis of interest or funding

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

10.3.2		Any alternative basis agreed pursuant to clause 10.3.1 above shall, with the prior consent of all the Lenders be binding on all Parties.

10.4		Break Costs

10.4.1		The Borrowers shall, within three 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 Borrowers on a day other than the last day of an Interest Period for the Loan or Unpaid Sum or relevant part of it.

10.4.2		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 Interest Period in which they accrue.

11		Fees

11.1		Commitment commission

11.1.1		The Borrowers shall pay to the Agent (for the account of each Lender) a fee in dollars computed at the rate of 1.00% per annum on the undrawn and uncancelled portion of that Lender’s Commitment calculated on a daily basis from the date of this Agreement (the start date ).

11.1.2		The Borrowers shall pay the accrued commitment commission on (a) the earlier of (i) the first Utilisation Date and (ii) the last day of the period of six months commencing on the start date, (b) on the last day of each successive period of six months and (c) on the Last Availability Date to occur and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

11.1.3		No commitment commission is payable to the Agent (for the account of a Lender) on the undrawn portion of the Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

11.2		Arrangement fee

		The Borrowers shall pay to the Arranger (for distribution to the Arranger and the Lenders in a manner agreed between the Arranger and the Lenders in the Arranger’s discretion) an arrangement fee in the amount and at the times agreed in a Fee Letter.

11.3		Agency fees

		The Borrowers shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

11.4		Security agency fee

		The Borrowers shall pay to the Security Agent (for its own account) a security agency fee in the amount and at the times agreed in a Fee Letter.

ATH-#4163467-v4

Section 6 – ADDITIONAL PAYMENT OBLIGATIONS

12		Tax gross-up and indemnities

12.1		Definitions

12.1.1		In this Agreement:

		Protected Party means a Finance Party or, in relation to clause 14.4 (Indemnity concerning security) and clause 14.7 (Interest) insofar as it relates to interest on any amount demanded by that Indemnified Person under clause 14.4 (Indemnity concerning security) , and any Indemnified Person, which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

		Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

		Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under clause 12.2 ( Tax gross-up ) or a payment under clause 12.3 ( Tax indemnity ).

12.1.2		Unless a contrary indication appears, in this clause 12 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

12.2		Tax gross-up

12.2.1		Each Obligor shall make all payments to be made by it under any Finance Document without any Tax Deduction, unless a Tax Deduction is required by law.

12.2.2		The Borrowers shall, promptly upon any of them becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrowers and that Obligor.

12.2.3		If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor under the relevant Finance Document shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

12.2.4		If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

12.2.5		Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party (including by way of receipts) that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

12.3		Tax indemnity

12.3.1		The Borrowers shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

ATH-#4163467-v4

12.3.2		Clause 12.3.1 above shall not apply:

	(a)	with respect to any Tax assessed on a Finance Party:

	(i)	under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

	(ii)	under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

		if that Tax is imposed on or calculated by reference to the overall net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

	(b)	to the extent a loss, liability or cost is compensated for by an increased payment under clause 12.2 (Tax gross-up );

	(c)	to the extent a loss, liability or cost is compensated for by a payment under clause 12.4 ( Indemnities on after Tax basis ); or

	(d)	to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party.

12.3.3		A Protected Party making, or intending to make a claim under clause 12.3.1 above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrowers.

12.3.4		A Protected Party shall, on receiving a payment from an Obligor under this clause 12.3, notify the Agent.

12.4		Indemnities on after Tax basis

12.4.1		If and to the extent that any sum payable to any Protected Party by the Borrowers under any Finance Document by way of indemnity or reimbursement proves to be insufficient, by reason of any Tax suffered thereon, for that Protected Party to discharge the corresponding liability to a third party, or to reimburse that Protected Party for the cost incurred by it in discharging the corresponding liability to a third party, the Borrowers shall pay that Protected Party such additional sum as (after taking into account any Tax suffered by that Protected Party on such additional sum) shall be required to make up the relevant deficit.

12.4.2		If and to the extent that any sum (the Indemnity Sum ) constituting (directly or indirectly) an indemnity to any Protected Party but paid by the Borrowers to any person other than that Protected Party, shall be treated as taxable in the hands of the Protected Party, the Borrowers shall pay to that Protected Party such sum (the Compensating Sum ) as (after taking into account any Tax suffered by that Protected Party on the Compensating Sum) shall reimburse that Protected Party for any Tax suffered by it in respect of the Indemnity Sum.

12.4.3		For the purposes of this clause 12.4 a sum shall be deemed to be taxable in the hands of a Protected Party if it falls to be taken into account in computing the profits or gains of that Protected Party for the purposes of Tax and, if so, that Protected Party shall be deemed to have suffered Tax on the relevant sum at the rate of Tax applicable to that Protected Party’s profits or gains for the period in which the payment of the relevant sum falls to be taken into account for the purposes of such Tax.

12.5		FATCA Information

12.5.1		Subject to clause 12.5.3 below, each Party shall, within ten Business Days of a reasonable request by another Party:

ATH-#4163467-v4

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

	(i)	a FATCA Exempt Party; or

	(ii)	not a FATCA Exempt Party; and

	(b)	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.

12.5.2		If a Party confirms to another Party pursuant to clause 12.5.1(a) 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.

12.5.3		Clause 12.5.1 above shall not oblige any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of:

	(a)	any law or regulation;

	(b)	any fiduciary duty; or

	(c)	any duty of confidentiality.

12.5.4		If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 12.5.1 above (including, for the avoidance of doubt, where clause 12.5.3 above applies), then:

	(a)	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

	(b)	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%,

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

12.5.5		If a Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of:

	(a)	where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

	(b)	where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; or

	(c)	where the Borrower is not a US Tax Obligor, the date of a request from the Agent,

	supply to the Agent:

	(d)	a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or

	(e)	any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA.

ATH-#4163467-v4

		The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph 12.5.5 to the Borrowers and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph 12.5.5.

12.5.6		Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph 12.5.5 above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrowers. The Agent shall not be liable for any action taken by it under or in connection with this paragraph 12.5.6.

12.6		FATCA Deduction

12.6.1		Each Party may make any FATCA Deduction it is required by FATCA to make, 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.

12.6.2		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 Borrowers, the Agent and the other Finance Parties.

12.7		Stamp taxes

		The Borrowers shall pay and, within three 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.

12.8		Value added tax

12.8.1		All amounts set out, or expressed in a Finance Document to be payable by any party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause 12.8.3 below, if VAT is or becomes chargeable on any supply made by any Finance Party to any party under a Finance Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such party).

12.8.2		If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier ) to any other Finance Party (the Recipient ) under a Finance Document, and any party to a Finance Document other than the Recipient (the Subject Party ) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(a)

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Subject Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (a) applies) promptly pay to the Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

ATH-#4163467-v4

	(b)	(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

12.8.3		Where a Finance Document requires any party to it to reimburse or indemnify a Finance Party for any cost or expense, that party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment of in respect of such VAT from the relevant tax authority.

12.8.4		Any reference in this clause 12.8 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994).

12.8.5		In relation to any supply made by a Finance Party to any party under a Finance Document, if reasonably requested by such Finance Party, that party must promptly provide such Finance Party with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

13		Increased Costs

13.1		Increased Costs

13.1.1		Subject to clause 13.3 ( Exceptions ), the Borrowers shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates which:

	(a)	arises 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; and/or

	(b)	is a Basel III Increased Cost.

13.1.2		In this Agreement Increased Costs means:

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

	(b)	an additional or increased cost; or

	(c)	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

13.2.1		A Finance Party intending to make a claim pursuant to clause 13.1 ( Increased Costs ) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrowers.

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

ATH-#4163467-v4

13.3		Exceptions

13.3.1		Clause 13.1 ( Increased Costs ) does not apply to the extent any Increased Cost is:

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

	(b)	compensated for by clause 12.3 ( Tax indemnity ) (or would have been compensated for under clause 12.3 ( Tax indemnity ) but was not so compensated solely because any of the exclusions in clause 12.3.2 applied);

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

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

13.3.2		In this clause 13.3, a reference to a Tax Deduction has the same meaning given to the term in clause 12.1 ( Definitions ).

14		Other indemnities

14.1		Currency indemnity

14.1.1		If any sum due from an Obligor 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:

	(a)	making or filing a claim or proof against that Obligor; and/or

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

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

14.1.2		Each Obligor 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

14.2.1		The Borrowers shall (or shall procure that another Obligor will), within three Business Days of demand by a Finance Party, indemnify each Finance Party against any Losses incurred by that Finance Party as a result of:

	(a)	the occurrence of any Event of Default;

	(b)	a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any Losses arising as a result of clause 32 ( Sharing among the Finance Parties );

	(c)	funding, or making arrangements to fund, its participation in the Loan requested by the Borrowers in a Utilisation 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

ATH-#4163467-v4

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

14.2.2		The Borrowers shall (or shall procure that another Obligor will), within three Business Days of demand by an Indemnified Person, indemnify each Indemnified Person against any and all Losses, joint or several that may be incurred by or asserted or awarded against any Indemnified Person, in each case arising out of or in connection with or relating to any claim investigation, litigation or proceeding (or the preparation of any defence with respect thereto) commenced or threatened in relation to this Agreement (or the transactions contemplated hereby) or any use made or proposed to be made with the proceeds of the Facility (including an Environmental Claim made or asserted against such Indemnified Person if such Environmental Claim would not have been, or been capable of being, made or asserted against such Indemnified Person if the Finance Parties had not entered into any of the Finance Documents and/or exercised any of their rights, powers and discretions thereby conferred and/or performed any of their obligations thereunder and/or been involved in any of the transactions contemplated by the Finance Documents). This indemnity shall apply whether or not such claims, investigation, litigation or proceedings is brought by any Obligor, any other Group Member, any of their shareholders, their Affiliates, or creditors, or an Indemnified Person or any other person, or an Indemnified Person is otherwise a party thereto, except to the extent such Losses are found in a final non-appealable judgement by a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or wilful default. Each Indemnified Person may enforce and enjoy the benefit of this clause 14.2.2 under the Third Parties Act.

14.3		Indemnity to the Agent and the Security Agent

		The Borrowers shall promptly indemnify the Agent and the Security Agent against:

14.3.1		any and all Losses incurred by the Agent or the Security Agent as a result of:

	(a)	without prejudice to clause 30.7.2(a) as extended to the Security Agent by clause 30.22 ( Application of certain clauses to Security Agent ), investigating any event which it reasonably believes is a Default;

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

	(c)	instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; or

	(d)	any action taken by the Agent or the Security Agent or any of their representatives, agents or contractors in connection with any powers conferred by any Security Document to enforce any Security Interest thereunder or to remedy any breach of any Obligor’s obligations under the Finance Documents; and

14.3.2		any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent or the Security Agent (otherwise than by reason of the Agent’s or the Security Agent’s gross negligence or wilful default) (or, in the case of any cost, loss or liability pursuant to clause 33.11 ( Disruption to payment systems etc. ) notwithstanding the Agent’s or the Security Agent’s negligence, gross negligence or any other category of liability whatsoever (but not including any claim based on the fraud of the Agent) in acting as Agent or the Security Agent under the Finance Documents.

14.4		Indemnity concerning security

14.4.1		The Borrowers shall (or shall procure that another Obligor will) promptly indemnify each Indemnified Person against any and all Losses incurred by it in connection with:

(a)

any failure by the Borrowers to comply with clause 16 ( Costs and expenses );

ATH-#4163467-v4

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

	(c)	the taking, holding, protection or enforcement of the Security Documents;

	(d)	the exercise or purported exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and/or any other Finance Party and each Receiver by the Finance Documents or by law unless and to the extent that it was caused by its gross negligence or wilful default;

	(e)	any claim (whether relating to the environment or otherwise) made or asserted against the Indemnified Person which would not have arisen but for the execution or enforcement of one or more Finance Documents (unless and to the extent it is caused by the gross negligence or wilful default of that Indemnified Person); or

	(f)	any breach by an Obligor of any of its obligations expressed to be assumed by it in the Finance Documents.

14.4.2		The Security Agent may, in priority to any payment to the other Finance Parties, indemnify itself out of the Trust Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this clause 14.4 and shall have a lien on the Security Documents and the proceeds of the enforcement of those Security Documents for all moneys payable to it.

14.5		Continuation of indemnities

		The indemnities by the Borrowers in favour of the Indemnified Persons contained in this Agreement shall continue in full force and effect notwithstanding any breach by any Finance Party or the Borrowers of the terms of this Agreement, the repayment or prepayment of the Loan, the cancellation of the Total Commitments or the repudiation by the Agent or the Borrowers of this Agreement.

14.6		Third Parties Act

		Each Indemnified Person may rely on the terms of clause 14.4 (Indemnity concerning security) and clauses 12 (Tax gross-up and indemnities) and 14.7 (Interest) insofar as it relates to interest on any amount demanded by that Indemnified Person under clause 14.4 (Indemnity concerning security) , subject to clause 1.3 ( Third party rights ) and the provisions of the Third Parties Act.

14.7		Interest

		Moneys becoming due by the Borrowers to any Indemnified Person under the indemnities contained in this clause 14 or elsewhere in this Agreement shall be paid on demand made by such Indemnified Person and shall be paid together with interest on the sum demanded from the date of demand therefor to the date of reimbursement by the Borrowers to such Indemnified Person (both before and after judgment) at the rate referred to in clause 8.3 (Default interest) .

14.8		Exclusion of liability

		No Indemnified Person will be in any way liable or responsible to any Obligor (whether as mortgagee in possession or otherwise) who is a Party or is a party to a Finance Document to which this clause applies for any loss or liability arising from any act, default, omission or misconduct of that Indemnified Person, except to the extent caused by its own gross negligence or wilful default. Any Indemnified Person may rely on this clause 14.8 subject to clause 1.3 ( Third party rights ) and the provisions of the Third Parties Act.

ATH-#4163467-v4

14.9		Fax and email indemnity

		The Borrowers shall indemnify each Finance Party against any Losses together with any VAT thereon which any of the Finance Parties may sustain or incur as a consequence of any fax or email communication purporting to originate from the Borrowers to the Agent or the Security Agent being made or delivered fraudulently or without proper authorisation (unless such Losses are the direct result of the gross negligence or wilful default of the relevant Finance Party or the Agent or the Security Agent);

14.10		Waiver

		In no event shall any of the Finance Parties be liable on any theory of liability for any special, indirect, consequential or punitive damages and the Obligors hereby waive, release and agree (for and on behalf of themselves and on behalf of the other Group Members and their respective Affiliates and shareholders) not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in their favour.

15		Mitigation by the Lenders

15.1		Mitigation

15.1.1		Each Finance Party shall, in consultation with the Borrowers, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of clause 7.1 ( Illegality ), clause 12 ( Tax gross-up and indemnities ), clause 13 ( Increased Costs ) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

15.1.2		Clause 15.1.1 does not in any way limit the obligations of any Obligor under the Finance Documents.

15.2		Limitation of liability

15.2.1		The Borrowers shall promptly indemnify each Finance Party for all costs and expenses incurred by that Finance Party as a result of steps taken by it under clause 15.1 ( Mitigation ).

15.2.2		A Finance Party is not obliged to take any steps under clause 15.1 ( Mitigation ) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16		Costs and expenses

16.1		Transaction expenses

		The Borrowers shall promptly within five Business Days of demand pay the Agent, the Arranger and the Security Agent the amount of all costs and expenses (including fees, costs and expenses of legal advisers and, subject to clause 23.17 ( Independent report ), insurance and other consultants and advisers) properly incurred by any of them (and by any Receiver) in connection with the negotiation, preparation, printing, execution, syndication, registration and perfection and any release, discharge or reassignment of:

	(a)	this Agreement and any other documents referred to in this Agreement and the Original Security Documents;

	(b)	any other Finance Documents executed or proposed to be executed after the date of this Agreement including any executed to provide additional security under clause 24 ( Minimum security value );or

	(c)	any Security Interest expressed or intended to be granted by a Finance Document.

ATH-#4163467-v4

16.2		Amendment costs

		If an Obligor requests an amendment, waiver or consent, the Borrowers shall, within five Business Days of demand by the Agent or the Security Agent, reimburse the Agent or the Security Agent for the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants and advisers) reasonably incurred by the Agent or properly incurred by the Security Agent (and by any Receiver) in responding to, evaluating, negotiating or complying with that request or requirement.

16.3		Enforcement, preservation and other costs

		The Borrowers shall within five (5) Business Days from demand by a Finance Party, pay to each Finance Party (through the Agent, except where a payment is to be made to the Security Agent, in which case such payment shall be made directly to the Security Agent) the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants, brokers, surveyors and advisers) properly incurred by that Finance Party in connection with:

	(a)	the enforcement of, or the preservation of any rights under, any Finance Document and any proceedings initiated by or against any Indemnified Person and as a consequence of holding the Charged Property or enforcing those rights and any proceedings instituted by or against any Indemnified Person as a consequence of taking or holding the Security Documents or enforcing those rights;

	(b)	any valuation carried out under clause 24 ( Minimum security value ); or

	(c)	any inspection carried out under clause 22.8 ( Inspection and notice of drydockings ) or any survey carried out under clause 22.16 ( Survey report ).

ATH-#4163467-v4

Section 7 – REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

17		Representations

		Each Borrower makes and repeats the representations and warranties set out in this clause 17 to each Finance Party at the times specified in clause 17.33 ( Times when representations are made ).

17.1		Status

17.1.1		Each Obligor and each Manager is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation as a limited liability company or corporation and has no centre of main interests, permanent establishment or place of business outside the jurisdiction in which it is incorporated (save as notified to the Agent) and is in compliance with its Constitutional Documents.

17.1.2		Each Obligor and each Manager has power and authority to carry on its business as it is now being conducted and to own its property and other assets.

17.1.3		No Obligor is a FATCA FFI or a US Tax Obligor.

17.2		Binding obligations

		Subject to the Legal Reservations, the obligations expressed to be assumed by each Obligor in each Finance Document, any Charter Document and any Contract to which it is, or is to be, a party are or, when entered into by it, will be legal, valid, binding and enforceable obligations and each Security Document to which an Obligor is, or will be, a party, creates or will create the Security Interests which that Security Document purports to create and those Security Interests are or will be valid and effective.

17.3		Power and authority

17.3.1		Each Obligor has, or will have when entered into by it, power to enter into, perform and deliver and comply with its obligations under, and has taken, or will take when entered into by it, all necessary action to authorise its entry into, each Finance Document, any Charter Document and any Contract to which it is or is to be a party.

17.3.2		No limitation on any Obligor’s powers to borrow, create security or give guarantees will be exceeded as a result of any transaction under, or the entry into of, any Finance Document to which such Obligor is, or is to be, a party with effect on and from the date of the relevant Finance Document.

17.4		Non-conflict

		The entry into and performance by each Obligor and any Manager of, and the transactions contemplated by the Finance Documents and the granting of the Security Interests purported to be created by the Security Documents do not and will not conflict with:

	(a)	any law or regulation applicable to any Obligor or any Manager;

	(b)	the Constitutional Documents of any Obligor or any Manager; or

	(c)	any agreement or other instrument binding upon any Obligor or any Manager or its assets or constitute a default or termination event (however described) under any such agreement or instrument, or

	result in the creation of any Security Interest (save for a Permitted Maritime Lien or under a Security Document) on such Obligor’s or such Manager’s assets, rights or revenues.

ATH-#4163467-v4

17.5		Validity and admissibility in evidence

17.5.1		All authorisations required or desirable:

	(a)	to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations under each Finance Document and any Charter Document to which it is a party;

	(b)	to make each Finance Document and any Charter Document to which it is a party admissible in evidence in its Relevant Jurisdiction; and

	(c)	to ensure that each of the Security Interests created under the Security Documents has the priority and ranking contemplated by them,

		have been obtained or effected or (as the case may be) will be obtained or effected when entered into, and are, or (as the case may be) will be when entered into, in full force and effect except any authorisation or filing referred to in clause 17.12 ( No filing or stamp taxes ), which authorisation or filing will be promptly obtained or effected within any applicable period.

17.5.2		All authorisations necessary for the conduct of the business, trade and ordinary activities of each Obligor and each Manager have been obtained or effected and are in full force and effect if failure to obtain or effect those authorisations might have a Material Adverse Effect.

17.6		Governing law and enforcement

17.6.1		The choice of governing law as provided in any Finance Document and any Charter Document will be recognised and enforced in each Obligor’s Relevant Jurisdictions.

17.6.2		Any judgment obtained in England in relation to an Obligor will be recognised and enforced in each Obligor’s Relevant Jurisdictions.

17.7		Information

17.7.1		Any Information is true and accurate in all material respects at the time it was given or made.

17.7.2		There are no facts or circumstances or any other information which could make the Information incomplete, untrue, inaccurate or misleading in any material respect.

17.7.3		The Information does not omit anything which could make the Information incomplete, untrue, inaccurate or misleading in any material respect.

17.7.4		All opinions, projections, forecasts or expressions of intention contained in the Information and the assumptions on which they are based have been arrived at after due and careful enquiry and consideration and were believed to be reasonable by the person who provided that Information as at the date it was given or made.

17.7.5		For the purposes of this clause 17.7, Information means: any information provided by any Obligor to any of the Finance Parties in connection with the Finance Documents, the Charter Documents or the Contracts or the transactions referred to in them (including that contained in any information memorandum).

17.8		Original Financial Statements

17.8.1		The Original Financial Statements were prepared in accordance with GAAP consistently applied.

17.8.2		The Original Financial Statements give a true and fair view of the financial condition and results of operations of the relevant Obligors and the Group during the relevant financial year.

ATH-#4163467-v4

17.8.3		There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of any of the Obligors or the Group) since the date of the Original Financial Statements.

17.9		Pari passu ranking

		Each Obligor’s payment obligations under the Finance Documents to which it is a party rank at least pari passu with all its other present and future unsecured and unsubordinated payment obligations, except for obligations mandatorily preferred by law applying to companies generally.

17.10		Ranking and effectiveness of security

		Subject to the Legal Reservations and any filing, registration or notice requirements which is referred to in any legal opinion delivered to the Arranger, the Security Agent and the Agent under clause 4.1 ( Initial conditions precedent ), the security created by the Security Documents has (or will have when the Security Documents have been executed) the priority which it is expressed to have in the Security Documents, the Charged Property is not subject to any Security Interest other than Permitted Security Interests and such security will constitute perfected security on the assets described in the Security Documents.

17.11		No insolvency

		No corporate action, legal proceeding or other procedure or step described in clause 27.9 ( Insolvency proceedings ) or creditors’ process described in clause 27.10 ( Creditors’ process ) has been taken or, to the knowledge of any Obligor or any Manager, threatened in relation to an Obligor or a Manager or a Subsidiary of an Obligor or a Manager and none of the circumstances described in clause 27.8 ( Insolvency ) applies to an Obligor or a Manager or a Subsidiary of an Obligor or any Finance Document to which it is, or is to be, a party.

17.12		No filing or stamp taxes

		Under the laws of each Obligor’s Relevant Jurisdictions it is not necessary that any Finance Document or any Charter Document which it is, or is to be, party be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to any such Finance Document or any Charter Document or the transactions contemplated by the Finance Documents except any filing, recording or enrolling or any tax or fee payable in relation to any Finance Document which is referred to in any legal opinion delivered to the Agent under clause 4.1 ( Initial conditions precedent ) and which will be made or paid promptly after the date of the relevant Finance Document.

17.13		Tax

		No Obligor is required to make any deduction for or on account of Tax from any payment it may make under any Finance Document to which it is, or is to be, a party and no other party is required to make any such deduction from any payment it may make under any Charter Document.

17.14		Centre of main interests and establishments

		For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the Regulation ), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in its Original Jurisdiction and it has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.

17.15		No Default

17.15.1		No Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Finance Document or any Charter Document.

ATH-#4163467-v4

17.15.2		No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on any Obligor or any Manager or to which any Obligor’s or Manager’s assets are subject which might have a Material Adverse Effect.

17.15.3		No other events, conditions, facts or circumstances exist or have arisen or occurred since 31 December 2012, which have had or could reasonably be expected to have a Material Adverse Effect.

17.16		No proceedings pending or threatened

		No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency (including, without limitation, investigative proceedings) which, if adversely determined, might reasonably be expected to have a Material Adverse Effect, have (to the best of any Obligor’s or Manager’s knowledge and belief) been started or threatened against any Obligor or any Manager or any Subsidiary of an Obligor.

17.17		No breach of laws

17.17.1		No Obligor or Manager or Subsidiary of an Obligor or a Manager has breached any law or regulation which might have a Material Adverse Effect.

17.17.2		No labour dispute is current or, to the best of any Obligor’s or any Manager’s knowledge and belief (having made due and careful enquiry), threatened against any Obligor or any Manager or any Subsidiary of an Obligor which may have a Material Adverse Effect.

17.18		Environmental matters

17.18.1		No Environmental Law applicable to any Fleet Vessel and/or any Obligor or any Manager or any Subsidiary of an Obligor has been violated in a manner or circumstances which might have, a Material Adverse Effect.

17.18.2		All consents, licences and approvals required under such Environmental Laws have been obtained and are currently in force.

17.18.3		No Environmental Claim has been made or threatened or is pending against any Obligor or any Manager or any Subsidiary of an Obligor or any Fleet Vessel where that claim might have a Material Adverse Effect and there has been no Environmental Incident which has given, or might give, rise to such a claim.

17.19		Taxation

17.19.1		No Obligor or Manager or Subsidiary of an Obligor is materially overdue in the filing of any Tax returns or overdue in the payment of any amount in respect of Tax.

17.19.2		No claims or investigations are being, or are reasonably likely to be, made or conducted against any Obligor or any Manager or any Subsidiary of an Obligor with respect to Taxes such that a liability of, or claim against, any Obligor or any Manager or any Subsidiary of an Obligor is reasonably likely to arise for an amount for which adequate reserves have not been provided in the Original Financial Statements and which might have a Material Adverse Effect.

17.19.3		Except as advised in writing to the Agent prior to the date of this Agreement, each Obligor and each Manager is resident for Tax purposes only in the jurisdiction of its incorporation.

ATH-#4163467-v4

17.20		Security and Financial Indebtedness

17.20.1		No Security Interest exists over all or any of the present or future assets of any Borrower in breach of this Agreement, other than the Permitted Security Interests.

17.20.2		No Borrower has any Financial Indebtedness outstanding in breach of this Agreement.

17.21		Legal and beneficial ownership

17.21.1		Each Borrower and GasLog Carriers is, or will be, when granted, the sole legal and beneficial owner of the respective assets over which it purports to grant a Security Interest under the Security Documents.

17.21.2		All of the shares in each Obligor are legally and ultimately beneficially owned by such person or persons as have been disclosed by or on behalf of the Borrowers to the Agent and the Lenders in the negotiation of this Agreement.

17.22		Shares

		The shares of each Borrower are fully paid and not subject to any option to purchase or similar rights. The Constitutional Documents of each Borrower do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Security Documents. There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of any Borrower (including any option or right of pre-emption or conversion).

17.23		Accounting Reference Date

		The financial year-end of each Obligor is the Accounting Reference Date.

17.24		No adverse consequences

17.24.1		It is not necessary under the laws of the Relevant Jurisdictions of any Obligor:

	(a)	in order to enable any Finance Party to enforce its rights under any Finance Document; or

	(b)	by reason of the execution of any Finance Document or the performance by any Obligor of its obligations under any Finance Document to which it is a party,

	that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of such Relevant Jurisdictions.

17.24.2		No Finance Party is or will be deemed to be resident, domiciled or carrying on business in any Relevant Jurisdiction by reason only of the execution, performance and/or enforcement of any Finance Document.

17.25		Copies of documents

		The copies of the Charter Documents, the Contracts and the Constitutional Documents of the Obligors delivered to the Agent under clause 4 ( Conditions of Utilisation ) will be true, complete and accurate copies of such documents and include all amendments and supplements to them as at the time of such delivery and no other agreements or arrangements exist between any of the parties to any Charter Document or Contract which would materially affect the transactions or arrangements contemplated by any Charter Document or Contract or modify or release the obligations of any party under that Charter Document or Contract.

ATH-#4163467-v4

17.26		No breach of any Contract or any Charter Document

		No Obligor nor (so far as the Obligors are aware) any other person is in breach of any Charter Document or Contract to which it is a party nor has anything occurred which entitles or may entitle any party to any Charter Document or Contract to rescind or terminate it or decline to perform their obligations under it.

17.27		No immunity

		No Obligor or any of its assets is immune to any legal action or proceeding.

17.28		Ship status

		Each Ship will on the first day of the relevant Mortgage Period be:

	(a)	registered provisionally in the name of the relevant Owner through the relevant Registry as a Bermudian registered ship under the laws and flag of the relevant Flag State;

	(b)	operationally seaworthy and in every way fit for service;

	(c)	classed with the relevant Classification free of all requirements and recommendations of the relevant Classification Society; and

	(d)	insured in the manner required by the Finance Documents.

17.29		Ship’s employment

		Each Ship shall, on the first day of the relevant Mortgage Period:

	(a)	have been delivered, and accepted for service, under its Charter; and

	(b)	be free of any other charter commitment which, if entered into after that date, would require approval under the Finance Documents.

17.30		Address commission

		Save for any brokerage fees paid to Poten & Partners Inc., there are no rebates, commissions or other payments in connection with any Contract or any Charter other than those referred to in it.

17.31		Other Finance Arrangements

		No Obligor (acting in any capacity whatsoever) has agreed to cross-default provisions as part of another loan or credit agreement entered into with a financier which are more beneficial to that financier than those provisions set out in clause 27.7 ( Cross default ).

17.32		Money Laundering

		In relation to the borrowing by each Borrower of the Loan, the performance and 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 Borrower is a party, each Borrower confirms (i) that it is acting for its own account; (ii) that it will use the proceeds of the Loan for its own benefit, under its full responsibility and exclusively for the purposes specified in this Agreement; and (iii) that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure which has been implemented to combat Money Laundering (as defined in clause 19.16 ( Bribery and corruption )).

ATH-#4163467-v4

17.33		Times when representations are made

17.33.1		All of the representations and warranties set out in this clause 17 (other than Ship Representations) are deemed to be made and repeated on the dates of:

	(a)	this Agreement;

	(b)	the first Utilisation Request; and

	(c)	the first Utilisation.

17.33.2		The Repeating Representations are also deemed to be made and repeated on the dates of each subsequent Utilisation Request, each subsequent Utilisation Date and the first day of each Interest Period and, in the case of the representation in clause 17.7 ( Information ), on the date of primary syndication of the Facility.

17.33.3		All of the Ship Representations are deemed to be made and repeated on the first day of the Mortgage Period for the relevant Ship.

17.33.4		Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances then existing at the date the representation or warranty is deemed to be made.

18		Information undertakings

		Each Borrower undertakes that this clause 18 will be complied with throughout the Facility Period.

		In this clause 18:

		Annual Financial Statements means each of the financial statements for a financial year of the Group, the Borrowers and the Guarantors, respectively, delivered pursuant to clause 18.1.1 ( Financial statements ).

		Half-Yearly Financial Statements means each of the financial statements for a financial half year to 30 June of the relevant year of the Guarantors, respectively, delivered pursuant to clause 18.1.2 ( Financial statements ).

18.1		Financial statements

18.1.1		The Borrowers shall supply to the Agent or, as the case may be, shall procure that the Agent is supplied with, as soon as the same become available, but in any event within 150 days after the end of the relevant financial years:

	(a)	the audited consolidated financial statements of the Group for that financial year; and

	(b)	the audited financial statements (consolidated if appropriate) of each of the Borrowers and the Guarantors for that financial year.

18.1.2

The Borrowers shall supply to the Agent or, as the case may be, shall procure that the Agent is supplied with, as soon as the same become available, but in any event within 120 days after the end of each half year of the relevant financial year, the unaudited consolidated financial statements of the Guarantors for that financial half year. The Borrowers shall also supply to the Agent budget and cashflow projections for the Borrowers and the Guarantors for each period of 12 months prior to each financial year.

ATH-#4163467-v4

18.2		Requirements as to financial statements

18.2.1		The Borrowers shall procure that each set of Annual Financial Statements and Half-Yearly Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.

18.2.2		Each set of financial statements delivered pursuant to clause 18.1 ( Financial statements ) shall:

	(a)	be prepared in accordance with GAAP;

	(b)	give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group or (as the case may be) relevant Obligor as at the date as at which those financial statements were drawn up; and

	(c)	in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.

18.2.3		The Borrowers shall procure that each set of financial statements delivered pursuant to clause 18.1 ( Financial statements ) shall be prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, unless, in relation to any set of financial statements, the Borrowers notify the Agent that there has been a change in GAAP or the accounting practices and the Auditors deliver to the Agent:

	(a)	a description of any change necessary for those financial statements to reflect the GAAP or accounting practices and reference periods upon which corresponding Original Financial Statements were prepared; and

	(b)	sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 5 ( Financial covenants ) of the GasLog Guarantee and any equivalent provision of the MLP Guarantee if this is executed pursuant to clause 27.21 ( Legal and beneficial ownership ) have been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

	Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

18.3		Year-end

18.3.1		The Borrowers shall procure that each financial year-end of each Obligor falls on the Accounting Reference Date.

18.3.2		The Borrowers shall procure that each accounting period ends on an accounting date.

18.4		Information: miscellaneous

		The Borrowers shall supply to the Agent:

	(a)	at the same time as they are dispatched, copies of all material documents dispatched by any Obligor to its creditors or shareholders generally (or any class of them);

	(b)	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Obligor or any Manager, and which, if adversely determined, might have a Material Adverse Effect;

ATH-#4163467-v4

	(c)	promptly, such information as the Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Security Documents; and

	(d)	promptly on request, such further information regarding the financial condition, assets and operations of the Obligors as any Finance Party through the Agent may reasonably request,

	provided that, in the case of (a) to (d) above, the supply of such information would not result in the breach of any confidentiality undertakings granted by the Obligors or Managers to third parties from time to time.

18.5		Notification of Default

		The Borrowers shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon any Borrower becoming aware of its occurrence (unless the Borrowers are aware that a notification has already been provided by another Obligor).

18.6		Sufficient copies

		The Borrowers, if so requested by the Agent, shall deliver sufficient copies of each document to be supplied under the Finance Documents to the Agent to distribute to each of the Lenders.

18.7		Use of websites

18.7.1		The Borrowers may satisfy their obligation under this Agreement to deliver any information in relation to those Lenders (the Website Lenders ) who accept this method of communication by posting this information onto an electronic website designated by the Borrowers and the Agent (the Designated Website ) if:

	(a)	the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

	(b)	both the Borrowers and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

	(c)	the information is in a format previously agreed between the Borrowers and the Agent.

	If any Lender (a Paper Form Lender ) does not agree to the delivery of information electronically then the Agent shall notify the Borrowers accordingly and the Borrowers shall supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Borrowers shall supply the Agent with at least one copy in paper form of any information required to be provided by it.

18.7.2		The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrowers and the Agent.

18.7.3		The Borrowers shall promptly upon any of them becoming aware of its occurrence notify the Agent if:

	(a)	the Designated Website cannot be accessed due to technical failure;

	(b)	the password specifications for the Designated Website change;

	(c)	any new information which is required to be provided under this Agreement is posted onto the Designated Website;

	(d)	any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

ATH-#4163467-v4

	(e)	any Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

	If the Borrowers notify the Agent under paragraphs (a) or (e) above, all information to be provided by the Borrowers under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

18.7.4		Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Borrowers shall comply with any such request within ten Business Days.

18.8		“Know your customer” checks

18.8.1		If:

	(a)	the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

	(b)	any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this Agreement; or

	(c)	a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not already a Lender prior to such assignment or transfer,

	obliges the Agent, the Security Agent or any Lender (or, in the case of paragraph (c) above, any prospective new Lender, the Security Agent) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or the Security Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender or the Security Agent) or any Lender or the Security Agent Provider (for itself or, in the case of the event described in paragraph (c) above, on behalf of any prospective new Lender or the Security Agent) in order for the Agent, the Security Agent or such Lender or, in the case of the event described in paragraph (c) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

18.8.2		Each Finance Party shall promptly upon the request of the Agent or the Security Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent or the Security Agent (for itself) in order for it to carry out and be satisfied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

18.9		Money Laundering

		The Borrowers will:

18.9.1		provide the Agent with information, certificates and any documents required by the Agent or any other Finance Party to ensure compliance with any law official requirement or other regulatory measure or procedure implemented to combat Money Laundering (as defined in clause 19.16 ( Bribery and corruption )) throughout the Facility Period; and

18.9.2		notify the Agent as soon as it becomes aware of any matters evidencing that a breach of any law official requirement or other regulatory measure or procedure implemented to combat Money Laundering (as defined in clause 19.16 ( Bribery and corruption ) may or is about to occur or that the person(s) who have or will receive the commercial benefit of this Agreement have changed from the date hereof.

ATH-#4163467-v4

19		General undertakings

		Each Borrower undertakes or, as the case may be, shall procure, that this clause 19 will be complied with throughout the Facility Period.

19.1		Use of proceeds

		The proceeds of Utilisations will be used exclusively for the purposes specified in clause 3 ( Purpose ).

19.2		Authorisations

		Each Obligor will promptly (and in connection with any Finance Document, as soon as such Finance Document is entered into):

	(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 a Relevant Jurisdiction to:

	(i)	enable it to perform its obligations under the Finance Documents, the Charter Documents and the Contracts;

	(ii)	ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document, Charter Document or Contract; and

	(iii)	carry on its business, where failure to do so has, or is reasonably likely to have, a Material Adverse Effect.

19.3		Compliance with laws

		Each Obligor and each Manager will comply in all respects with all laws and regulations (including Environmental Laws) to which it may be subject.

19.4		Taxation

19.4.1		Each Obligor and each Manager shall pay and discharge all Taxes imposed upon it or its assets within such time period as may be allowed by law without incurring penalties unless and only to the extent that:

	(a)	such payment is being contested in good faith;

	(b)	adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Agent under clause 18.1 ( Financial statements ); and

	(c)	such payment can be lawfully withheld.

19.4.2		Unless otherwise approved by the Majority Lenders, each Obligor shall maintain its residence for Tax purposes in the jurisdiction in which it is incorporated and ensure that it is not resident for Tax purposes in any other jurisdiction.

19.5		Change of business

19.5.1		Except as approved by the Majority Lenders or otherwise permitted by the terms of this Agreement, no material change will be made to the nature of the business of the Obligors from that carried on at the date of this Agreement.

ATH-#4163467-v4

19.5.2		Except as approved by the Majority Lenders or otherwise permitted by the terms of this Agreement, no change will be made to the corporate structure of the Obligors from that as at the date of this Agreement, provided always that such approval shall not be unreasonably withheld as long as GasLog remains the Holding Company of the Group.

19.6		Merger

		Unless otherwise approved by the Majority Lenders, no Obligor will enter into any amalgamation, demerger, merger, consolidation, redomiciliation, legal migration or corporate reconstruction.

19.7		Other Finance Arrangements

		No Obligor (acting in any capacity whatsoever) will agree to cross-default provisions as part of another loan or credit agreement entered into with a financier which are more beneficial to that financier than those provisions set out in clause 27.7 ( Cross default ).

19.8		Further assurance

19.8.1		Each Obligor shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Agent may reasonably specify (and in such form as the Agent may reasonably require) in favour of the Security Agent or its nominee(s) as provided under each Finance Document, as applicable:

	(a)	to perfect the Security Interests created or intended to be created by that Obligor under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or to protect or ensure the priority of such Security Interests or for the exercise of any rights, powers and remedies of the Security Agent or the other Finance Parties provided by or pursuant to the Finance Documents or by law;

	(b)	to confer on the Security Agent or on the other Finance Parties’ Security Interests over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security Interest intended to be conferred by or pursuant to the Security Documents;

	(c)	to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security Documents; and/or

	(d)	to facilitate the accession by a New Lender to any Security Document following an assignment in accordance with clause 28.1 (A ssignments and transfers by the Lenders ).

19.8.2		Each Obligor shall take all such action as is available to it (including making all filings and registrations, but excluding registration of the Guarantees with the respective Companies Registry) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security Interest (or the priority of any Security Interest) conferred or intended to be conferred on the Security Agent or the other Finance Parties by or pursuant to the relevant Finance Documents.

19.9		Negative pledge in respect of Charged Property or Borrowers’ shares

19.9.1		Except as approved by the Majority Lenders and for Permitted Maritime Liens, no Obligor will grant or allow to exist any Security Interest over any Charged Property.

19.9.2		Except under the Finance Documents, no Obligor will grant or allow to exist any Security Interest over any of the shares in any of the Borrowers or over any of the rights deriving from or related to such shares.

ATH-#4163467-v4

19.10		Environmental matters

19.10.1		Without prejudice to clause 18.4 ( Information: miscellaneous ), the Borrowers will notify the Agent as soon as reasonably practicable of any Environmental Claim being made against any Fleet Vessel or the owner of any Fleet Vessel or any Manager which, if successful to any extent, might reasonably be expected to have a Material Adverse Effect and of any Environmental Incident which may give rise to such a claim and will be kept regularly and promptly informed in reasonable detail of the nature of, and response to, any such Environmental Incident and the defence to any such claim.

19.10.2		The Borrowers will procure that all Environmental Laws (and any consents, licences or approvals obtained under them) applicable to Fleet Vessels will not be violated in a way which might have a Material Adverse Effect.

19.11		Pari passu

		Each Borrower will, and it will procure that each other Obligor shall, ensure that its obligations under the Finance Documents shall, without prejudice to the Security Interests intended to be created by the Security Documents, at all times rank at least pari passu with all its other present and future unsecured and unsubordinated Indebtedness with the exception of any obligations which are mandatorily preferred by law and not by contract.

19.12		Syndication

		The Borrowers will provide reasonable assistance to the Arranger in the preparation of any information memorandum and the primary syndication of the Facility and will comply with all reasonable requests for information from potential syndicate members prior to completion of syndication.

19.13		Sanctions

19.13.1		Each Obligor confirms that it understands that each of the Lenders and the other Finance Parties (other than Finance Parties which are established under the laws of Germany) is (be it due to applicable laws or be it due to internal rules and regulations) prohibited to conclude or facilitate transactions or finance transactions with the government of or any person or entity owned or controlled by the government of any Restricted Countries or by any Restricted Persons .

19.13.2		Each Obligor who is a Party confirms and undertakes with each of the Lenders and the other Finance Parties (other than Finance Parties which are established under the laws of Germany) to procure that, from the date of this Agreement and so long as any moneys are owing under the Finance Documents and while all or any part of the Total Commitments remain outstanding that, (a) none of the Obligors nor any of their Subsidiaries, nor the best of their knowledge, any director, officer, agent, employee, affiliate or person associated with or acting on behalf of any Obligor or any of their Subsidiaries, is a Restricted Person and (b) no Obligor will transfer, directly or indirectly, make use of or lend, contribute or otherwise make available the benefits of any money, proceeds or services provided by or received from the Lenders or the other Finance Parties or any of them to any Restricted Persons or conduct any business activity (without limitation, such as entering into any ship acquisition agreement, any ship refinancing agreement and/or any charter agreement) related to a vessel, project, asset or otherwise for which money, proceeds or services have been received from the Lenders or the other Finance Parties or any of them with any Restricted Persons or otherwise directly or indirectly use the money, proceeds or services provided by or received from the Lenders or the other Finance Parties or any of them in any other manner that would result in the violation of any Sanctions by any person.

19.13.3		For the purposes of this clause 19.13, the following words shall have the following meanings:

		Restricted Countries means those countries subject to sanctions and/or trade embargoes, in particular, but not limited to, pursuant to the U.S.’s Office of Foreign Asset Control of the U.S.

ATH-#4163467-v4

		Department of Treasury ( OFAC ) including and by way of indication, at the date of this Agreement, but without limitation, Cuba, Iran, Myanmar, North Korea, Sudan, Libya and Syria and any additional countries notified by the Finance Parties or any of them to the Borrowers based on respective sanctions being imposed by OFAC or any of the regulative bodies referred to in the definition of Restricted Persons.

		Restricted Persons means any persons, entities or any other parties (i) located, domiciled, resident, incorporated or doing business or operating from or in any Restricted Country and/or (ii) subject to any sanctions ( Sanctions ) administrated by the United Nations Security Council, the European Union, the State Secretariat for Economic Affairs of Switzerland, OFAC, HM Treasury and the Foreign and Commonwealth Office of the United Kingdom, the Monetary Authority of Singapore and the Hong Kong Monetary Authority and/or any other applicable country and/or relevant sanctions authority and/or (iii) owned or controlled by or affiliated with persons, entities or any other parties as referred to in (i) and/or (ii) above.

19.14		Borrowers’ own account

		Each Obligor will ensure that any borrowing by it and/or the performance of its obligations hereunder and under the other Finance Documents to which it is a party will be for its own account and will not involve any breach by it of any law, or regulatory measure relating to money laundering as defined in the provisions of the directive (2005/60/EC) of the European Parliament and of the Council or any equivalent law or regulatory measure in any other jurisdiction.

19.15		Inspection

		Each Obligor undertakes with the Finance Parties that, from the date of this Agreement and so long as any moneys are owing under any of the Finance Documents, upon the request of the Agent it shall provide the Finance Parties or any of their representatives, professional advisors and contractors with access to, and permit inspection of, books and records of any Group Member, in each case at reasonable times and upon reasonable notice.

19.16		Bribery and corruption

19.16.1		No Obligor shall engage in:

	(a)	Corrupt Practices, Fraudulent Practices, Collusive Practices or Coercive Practices, including the procurement or the execution of any contract for goods or works relating to its functions;

	(b)	Money Laundering or acted in breach of any applicable law relating to Money Laundering; or

	(c)	the Financing of Terrorism.

19.16.2		Without prejudice to the generality of clause 19.16.1:

	(a)	no Obligor or other Group Member will directly or indirectly use the proceeds of the Facility for any purpose which would breach the Bribery Act 2010 or the United States Foreign Corrupt Practices Act of 1977; and

	(b)	the Borrowers shall procure that GasLog shall (and GasLog will procure that each other Group Member will):

	(i)	conduct its business in compliance with the Bribery Act 2010 or the United States Foreign Corrupt Practices Act of 1977; and

	(ii)	maintain policies and procedures designed to promote and achieve compliance with such laws.

ATH-#4163467-v4

19.16.3		For the purposes of this clause 19.16 and clause 18.9 ( Money Laundering ), the following definitions shall apply:

		Collusive Practice means an arrangement between two or more parties without the knowledge, but designed to improperly influence the actions, of another party.

		Corrupt Practice means the offering, giving, receiving, or soliciting, directly or indirectly, anything of value to improperly influence the actions of another party.

		Coercive Practice means impairing or harming or threatening to impair or harm, directly or indirectly, any party or its property or to improperly influence the actions of that party.

		Financing of Terrorism means the act of providing or collecting funds with the intention that they be used, or in the knowledge that they are to be used, in order to carry out terrorist acts.

		Fraudulent Practice means any action, including misrepresentation, to obtain a financial or other benefit or avoid an obligation, by deception.

		Money Laundering means:

	(a)	the conversion or transfer of property, knowing it is derived from a criminal offence, for the purpose of concealing or disguising its illegal origin or of assisting any person who is involved in the commission of the crime to evade the legal consequences of its actions;

	(b)	the concealment or disguise of the true nature, source, location, disposition, movement, rights with respect to, or ownership of, property knowing that it is derived from a criminal offence; or

	(c)	the acquisition, possession or use of property knowing at the time of its receipt that it is derived from a criminal offence.

19.17		Liquidity

		The Borrowers shall procure that there are maintained, upon the Utilisation of an Advance for a Ship and at all times thereafter in the Revenue Account of the Owner of that Ship, minimum cash balances of no less than $1,500,000 (namely, at all times $1,500,000 per Revenue Account of each Mortgaged Ship).

20		Dealings with Ships

		Each Borrower undertakes that this clause 20 will be complied with in relation to each Mortgaged Ship throughout the relevant Ship’s Mortgage Period.

20.1		Ship’s name and registration

	(a)	The Ship’s name shall only be changed after prior notice to the Agent.

	(b)	The Ship shall be permanently registered with the relevant Registry under the laws of its Flag State. Except with approval, the Ship shall not be registered under any other flag or at any other port or fly any other flag (other than that of its Flag State) provided that no such approval shall be required for the registration of the Ship under the flag of another Approved Flag State as long as replacement Security Interests are granted in respect of the Ship (which are, in the opinion of the Lenders, equivalent to those in place prior to such registration) in favour of the Security Agent and the other Finance Parties immediately following the registration of the Ship under the flag of that Approved Flag State. If that registration is for a limited period, it shall be renewed at least 45 days before the date it is due to expire and the Agent shall be notified of that renewal at least 30 days before that date.

ATH-#4163467-v4

	(c)	Nothing will be done and no action will be omitted if that might result in such registration being forfeited or imperilled or the Ship being required to be registered under the laws of another state of registry.

20.2		Sale or other disposal of Ship

	(a)	Except with approval of the Agent (acting on the instructions of all the Lenders), no Owner will sell, or agree to transfer, abandon or otherwise dispose of its Ship or any share or interest in it.

	(b)	Paragraph (a) above does not apply to any disposal of a Ship which is in compliance with clause 7.6 ( Sale or Total Loss ) and where, upon completion of the sale of that Ship thereunder, the Borrowers prepay the Advance relevant to that Ship in full and pay all other amounts due and payable under this Agreement and the other Finance Documents at the time of such prepayment.

20.3		Manager

		A manager of the Ship (other than the Managers) shall not be appointed unless that manager and the terms of its appointment are approved and it has delivered a duly executed Manager’s Undertaking to the Security Agent. The relevant Owner shall not agree to any change to the terms of appointment of a manager whose appointment has been approved unless such change is also approved.

20.4		Copy of Mortgage on board

		A properly certified copy of the relevant Mortgage shall be kept on board the Ship with its papers and shown to anyone having business with the Ship which might create or imply any commitment or Security Interest over or in respect of the Ship (other than a lien for crew’s wages and salvage) and to any representative of the Agent or the Security Agent.

20.5		Notice of Mortgage

		A framed printed notice of the Ship’s Mortgage shall be prominently displayed in the navigation room and in the Master’s cabin of the Ship. The notice must be in plain type and read as follows:

“NOTICE OF MORTGAGE

		This Ship is subject to a first mortgage in favour of [ here insert name of mortgagee ] of [ here insert address of mortgagee ]. Under the said mortgage and related documents, neither the Owner nor any charterer nor the Master of this Ship has any right, power or authority to create, incur or permit to be imposed upon this Ship any commitments or encumbrances whatsoever other than for crew’s wages and salvage”.

		No-one will have any right, power or authority to create, incur or permit to be imposed upon the Ship any lien whatsoever other than for crew’s wages and salvage.

20.6		Conveyance on default

		Where the Ship is (or is to be) sold in exercise of any power conferred by the Security Documents, the relevant Owner shall, upon the Agent’s request, immediately execute such form of transfer of title to the Ship as the Agent may require.

20.7		Chartering

20.7.1		Except with approval of the Majority Lenders and other than the relevant Charter, the relevant Owner shall not enter into any charter commitment for the Ship, which is:

ATH-#4163467-v4

	(a)	a bareboat or demise charter or passes possession and operational control of the Ship to another person;

	(b)	capable of lasting more than 12 calendar months (excluding any optional additional period not exceeding 30 days);

	(c)	on terms as to payment or amount of hire which are materially less beneficial to it than the terms which at that time could reasonably be expected to be obtained on the open market for vessels of the same age and type as the Ship under charter commitments of a similar type and period; or

	(d)	to an Affiliate.

20.8		Lay up

		Except with approval by the Majority Lenders (such approval not to be unreasonably withheld), no Ship shall be laid up or deactivated.

20.9		Merchant use

		The relevant Owner shall use the Ship only as a civil merchant trading ship.

20.10		Sharing of Earnings

		Except with approval by the Majority Lenders, the relevant Owner shall not enter into any arrangement under which its Earnings from the Ship may be shared with anyone else.

20.11		Payment of Earnings

		The relevant Owner’s Earnings from the Ship shall be paid in the way required by the Ship’s Deed of Covenant and any Charter Assignment. If any Earnings are held by brokers or other agents, they shall be paid to the Security Agent, if it requires this after the Earnings have become payable to it under the Ship’s Deed of Covenant and any Charter Assignment.

21		Chartering undertakings

		Each Borrower undertakes that this clause 21 will be complied with in relation to each Mortgaged Ship and its Charter Documents throughout the Facility Period.

21.1		Variations

		Except with approval (not to be unreasonably withheld or delayed), the Charter Documents shall not be varied (and, for the avoidance of doubt, any assignment, transfer or novation of a Charter Document, whether from the relevant Owner or the relevant Charterer, without approval shall constitute a variation).

21.2		Release of waivers

		Except with approval, there shall be no release by the relevant Owner of any obligation of any other person under the Charter Documents (including by way of novation, assignment or transfer), no waiver of any breach of any such obligation and no consent to anything which would otherwise be such a breach.

21.3		Termination by Owner

		Except with approval, the relevant Owner shall not terminate or rescind any Charter Document or withdraw the Ship from service under the Charter or take any similar action.

ATH-#4163467-v4

21.4		Charter performance

		The relevant Owner shall perform its obligations under the Charter Documents and use its reasonable endeavours to ensure that each other party to them performs their obligations under the Charter Documents.

21.5		Notice of assignment

		The relevant Owner shall give notice of assignment of the Charter Documents to the other parties to such documents in the form specified by the Charter Assignment for that Ship and shall ensure that the Agent receives a copy of that notice acknowledged by each addressee in the form specified therein at the times required under clause 4 ( Conditions of Utilisation ) and Schedule 3 ( Conditions precedent ).

21.6		Payment of Charter Earnings

		All Earnings which the relevant Owner is entitled to receive under the Charter Documents shall be paid in the manner required by the Finance Documents.

22		Condition and operation of Ships

		Each Borrower undertakes that this clause 22 will be complied with in relation to each Mortgaged Ship throughout the relevant Ship’s Mortgage Period.

22.1		Defined terms

		In this clause 22 and in Schedule 3 (Conditions precedent) :

		applicable code means any code or prescribed procedures required to be observed by the Ship or the persons responsible for its operation under any applicable law (including but not limited to those currently known as the ISM Code and the ISPS Code).

		applicable law means all laws and regulations applicable to vessels registered in the Ship’s Flag State or which for any other reason apply to the Ship or to its condition or operation at any relevant time.

		applicable operating certificate means any certificates or other document relating to the Ship or its condition or operation required to be in force under any applicable law or any applicable code.

22.2		Repair

		The Ship shall be kept in a good, safe and efficient state of repair. The quality of workmanship and materials used to repair the Ship or replace any damaged, worn or lost parts or equipment shall be sufficient to ensure that the Ship’s value is not reduced.

22.3		Modification

		Except with approval by the Majority Lenders, the structure, type or performance characteristics of the Ship shall not be modified in a way which could or might materially alter the Ship or materially reduce its value.

22.4		Removal of parts

		Except with approval by the Majority Lenders, no material part of the Ship or any equipment shall be removed from the Ship if to do so would materially reduce its value (unless at the same time it is replaced with equivalent parts or equipment owned by the relevant Owner free of any Security Interest except under the Security Documents).

ATH-#4163467-v4

22.5		Third party owned equipment

		Except with approval by the Majority Lenders, equipment owned by a third party shall not be installed on the Ship unless it can be removed without risk of causing damage to the structure or fabric of the Ship or without incurring significant expense.

22.6		Maintenance of class; compliance with laws and codes

		The Ship’s class shall be the relevant Classification with the relevant Classification Society and neither the Classification nor the Classification Society of the Ship shall be changed without approval. The Ship and every person who owns, operates or manages the Ship shall comply with all laws applicable to vessels in the Flag State of the Ship or which for any other reason apply to the Ship or to its condition or operation and the requirements of all applicable codes. There shall be kept in force and on board the Ship or in such person’s custody any applicable operating certificates which are required by applicable laws or applicable codes to be carried on board the Ship or to be in such person’s custody.

22.7		Surveys

		The Ship shall be submitted to continuous surveys and any other surveys which are required for it to maintain the Classification as its class. Copies of reports of those surveys shall be provided promptly to the Agent if it so requests.

22.8		Inspection and notice of drydockings

		The Agent and/or surveyors or other persons appointed by it for such purpose shall be allowed to board the Ship at all reasonable times, subject to prior notice to the relevant Owner and without hindering the Ship’s operations, to inspect it and given all proper facilities needed for that purpose. The Agent shall be given reasonable advance notice of any intended drydocking of the Ship (whatever the purpose of that drydocking). The Borrowers shall bear the cost of only one such inspection of the Ship per calendar year unless there is an Event of Default.

22.9		Prevention of arrest

		All debts, damages, liabilities and outgoings (due and payable and not contested by the relevant Borrower in good faith) which have given, or may reasonably give, rise to maritime, statutory or possessory liens on, or claims enforceable against, the Ship, its Earnings or Insurances shall be promptly paid and discharged.

22.10		Release from arrest

		The Ship, its Earnings and Insurances shall promptly within 15 days (or such longer period as may be approved) be released from any arrest, detention, attachment or levy, and any legal process against the Ship shall be promptly within 15 days (or such longer period as may be approved) discharged, by whatever action is required to achieve that release or discharge.

22.11		Information about Ship

		The Agent shall promptly be given any information which it may reasonably require about the Ship or its employment, position, use or operation, including details of towages and salvages, and copies of all its charter commitments entered into by or on behalf of any Obligor or any Manager, and copies of any applicable operating certificates.

ATH-#4163467-v4

22.12		Notification of certain events

		The Agent shall promptly be notified of:

	(a)	any damage to the Ship where the cost of the resulting repairs may exceed the Major Casualty Amount for such Ship;

	(b)	any occurrence which may result in the Ship becoming a Total Loss;

	(c)	any requisition of the Ship for hire;

	(d)	any Environmental Incident involving the Ship and Environmental Claim being made in relation to such an incident;

	(e)	any withdrawal of any applicable operating certificate;

	(f)	the receipt of notification that any application for such a certificate has been refused;

	(g)	any requirement or recommendation made in relation to the Ship by any insurer or the Ship’s Classification Society or by any competent authority which is not, or cannot be, complied with in the manner or time required or recommended; and

	(h)	any arrest or detention of the Ship or any exercise or purported exercise of a lien or other claim on the Ship or its Earnings or Insurances.

22.13		Payment of outgoings

		All tolls, dues and other outgoings whatsoever in respect of the Ship and its Earnings and Insurances shall be paid promptly. Proper accounting records shall be kept of the Ship and its Earnings.

22.14		Evidence of payments

		The Agent shall be allowed proper and reasonable access, subject to prior written notice and provided that the operations of the relevant Borrower are not in any way hindered, to those accounting records when it reasonably requests it and, when it reasonably requires it, shall be given satisfactory evidence that:

	(a)	the wages and allotments and the insurance and pension contributions of the Ship’s crew are being promptly and regularly paid;

	(b)	all deductions from its crew’s wages in respect of any applicable Tax liability are being properly accounted for; and

	(c)	the Ship’s master has no claim for disbursements other than those incurred by him in the ordinary course of trading on the voyage then in progress.

22.15		Repairers’ liens

		Except with approval by the Majority Lenders, the Ship shall not be put into any other person’s possession for work to be done on the Ship if the cost of that work will exceed or is likely to exceed the Major Casualty Amount unless the relevant Borrower has established to the reasonable satisfaction of the Agent that it has sufficient reserves with the Account Bank to pay for or that person gives the Security Agent a written undertaking in approved terms not to exercise any lien on the Ship or its Earnings for any of the cost of such work.

ATH-#4163467-v4

22.16		Survey report

		As soon as reasonably practicable after the Agent requests it, the Agent shall be given a report on the seaworthiness and/or safe operation of the Ship, from approved surveyors or inspectors. If any recommendations are made in such a report they shall be complied with in the way and by the time recommended in the report.

22.17		Lawful use

		The Ship shall not be employed:

	(a)	in any way or in any activity which is unlawful under international law or the domestic laws of any relevant country;

	(b)	in carrying illicit or prohibited goods;

	(c)	in a way which may make it liable to be condemned by a prize court or destroyed, seized or confiscated; or

	(d)	if there are hostilities in any part of the world (whether war has been declared or not), in carrying contraband goods

		and the persons responsible for the operation of the Ship shall take all necessary and proper precautions to ensure that this does not happen, including participation in industry or other voluntary schemes available to the Ship and in which leading operators of ships operating under the same flag or engaged in similar trades generally participate at the relevant time.

22.18		War zones

		Except with approval of the Majority Lenders, no Ship shall enter or remain in any zone which has been declared a war zone by any government entity or that Ship’s war risk insurers except if any requirements of that Ship’s insurers necessary to ensure that such Ship remains properly insured in accordance with the Finance Documents and complies with any requirements (including any requirement for the payment of extra insurance premiums) which the insurers specify have been satisfied and written notice has been given to the Agent.

23		Insurance

		Each Borrower undertakes that this clause 23 shall be complied with in relation to each Mortgaged Ship and its Insurances throughout the relevant Ship’s Mortgage Period.

23.1		Insurance terms

		In this clause 23:

		excess risks means the proportion (if any) of claims for general average, salvage and salvage charges not recoverable under the hull and machinery insurances of a vessel in consequence of the value at which the vessel is assessed for the purpose of such claims exceeding its insured value.

		excess war risk P&I cover means cover for claims only in excess of amounts recoverable under the usual war risk cover including (but not limited to) hull and machinery, crew and protection and indemnity risks.

		hull cover means insurance cover against the risks identified in clause 23.2(a).

		minimum hull cover means, in relation to a Mortgaged Ship, an amount equal at the relevant time to 120% of such proportion of the Loan as is equal to the proportion which the market value of such

ATH-#4163467-v4

		Mortgaged Ship bears to the aggregate of the market values of all of the Mortgaged Ships at the relevant time.

		P&I risks means the usual risks (including liability for oil pollution, excess war risk P&I cover) covered by a protection and indemnity association which is a member of the International Group of protection and indemnity associations (or, if the International Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the hull cover).

23.2		Coverage required

		The Ship shall at all times be insured:

	(a)	against fire and usual marine risks (including excess risks) and war risks (including war protection and indemnity risks and terrorism risks) on an agreed value basis, for at least its minimum hull cover and no less than its market value, and the hull and machinery policy shall be for no less than 80% of the agreed insurable value);

	(b)	against P&I risks for the highest amount then available in the insurance market for vessels of similar age, size and type as the Ship (but, in relation to liability for oil pollution, for an amount of not less than $1,000,000,000);

	(c)	against such other risks and matters which the Agent (acting on the instructions of all Lenders) notifies it that it considers reasonable for a prudent shipowner or operator to insure against at the time of that notice; and

	(d)	on terms which comply with the other provisions of this clause 23.

23.3		Placing of cover

		The insurance coverage required by clause 23.2 ( Coverage required ) shall be:

	(a)	in the name of the Ship’s Owner and (in the case of the Ship’s hull cover) no other person (other than any of the Finance Parties if required by the Majority Lenders) (unless such other person is approved and, if so required by the Agent, has duly executed and delivered a first priority assignment of its interest in the Ship’s Insurances to the Security Agent in an approved form and provided such supporting documents and opinions in relation to that assignment as the Agent requires);

	(b)	if the Agent so requests, in the joint names of the Ship’s Owner and the Security Agent (and, to the extent reasonably practicable in the insurance market, without liability on the part of the Security Agent for premiums or calls);

	(c)	in dollars or another approved currency;

	(d)	arranged through approved brokers or direct with approved insurers or protection and indemnity or war risks associations; and

	(e)	on approved terms and with approved insurers or associations.

23.4		Deductibles

		The aggregate amount of any excess or deductible under the Ship’s hull cover shall not exceed $1,000,000 without the Majority Lender’s approval.

ATH-#4163467-v4

23.5		Mortgagee’s insurance

		The Borrowers shall promptly reimburse to the Agent the cost (as conclusively certified by the Agent) of taking out and keeping in force (unless the Borrowers have already taken out at their own cost in a manner previously approved by the Majority Lenders) in respect of the Ship and the other Mortgaged Ships on terms approved by the Agent (acting on the instructions of the Majority Lenders), or in considering or making claims under:

	(a)	a mortgagee’s interest insurance and a mortgagee’s additional perils (all P&I risks) cover for the benefit of the Finance Parties for an aggregate amount of 110% of the Loan at such time; and

	(b)	any other insurance cover which the Agent reasonably requires in respect of any Finance Party’s interests and potential liabilities (whether as mortgagee of the Ship or beneficiary of the Security Documents).

23.6		Fleet liens, set off and cancellations

		If the Ship’s hull cover also insures other vessels, the Security Agent shall either be given an undertaking in approved terms by the brokers or (if such cover is not placed through brokers or the brokers do not, under any applicable laws or insurance terms, have such rights of set off and cancellation) the relevant insurers that the brokers or (if relevant) the insurers will not:

	(a)	set off against any claims in respect of the Ship any premiums due in respect of any of such other vessels insured (other than other Mortgaged Ships); or

	(b)	cancel that cover because of non-payment of premiums in respect of such other vessels,

		or the Borrowers shall ensure that hull cover for the Ship and any other Mortgaged Ships is provided under a separate policy from any other vessels.

23.7		Payment of premiums

		All premiums, calls, contributions or other sums payable in respect of the Insurances shall be paid punctually by the Borrowers and the Agent shall be provided with all relevant receipts or other evidence of payment upon request.

23.8		Details of proposed renewal of Insurances

		At least 14 days before any of the Ship’s Insurances are due to expire, the Agent shall be notified of the names of the brokers, insurers and associations proposed to be used for the renewal of such Insurances and the amounts, risks and terms in, against and on which the Insurances are proposed to be renewed.

23.9		Instructions for renewal

		At least seven days before any of the Ship’s Insurances are due to expire, instructions shall be given to brokers, insurers and associations for them to be renewed or replaced on or before their expiry.

23.10		Confirmation of renewal

		The Ship’s Insurances shall be renewed upon their expiry in a manner and on terms which comply with this clause 23 and confirmation of such renewal given by approved brokers or insurers to the Agent at least seven days (or such shorter period as may be approved) before such expiry.

ATH-#4163467-v4

23.11		P&I guarantees

		Any guarantee or undertaking required by any protection and indemnity or war risks association in relation to the Ship shall be provided by the relevant Owner when required by the association.

23.12		Insurance documents

		The Agent shall be provided with pro forma copies of all insurance policies and other documentation issued by brokers, insurers and associations in connection with the Ship’s Insurances as soon as they are available after they have been placed or renewed and all insurance policies and other documents relating to the Ship’s Insurances shall be deposited with any approved brokers or (if not deposited with approved brokers) the Agent or some other approved person.

23.13		Letters of undertaking

		Unless otherwise approved where the Agent (upon the instructions of the Majority Lenders) is satisfied that equivalent protection is afforded by the terms of the relevant Insurances and/or any applicable law and/or a letter of undertaking provided by another person, on each placing or renewal of the Insurances, the Agent shall be provided promptly with letters of undertaking in an approved form (having regard to general insurance market practice and law at the time of issue of such letter of undertaking) from the relevant brokers, insurers and associations.

23.14		Insurance Notices and Loss Payable Clauses

		The interest of the Security Agent as assignee of the Insurances shall be endorsed on all insurance policies and other documents by the incorporation of a Loss Payable Clause and an Insurance Notice in respect of the Ship and its Insurances signed by its Owner and, unless otherwise approved, each other person assured under the relevant cover (other than the Security Agent, if it is itself an assured).

23.15		Insurance correspondence

		If so required by the Agent, the Agent shall promptly be provided with copies of all written communications between the assureds and brokers, insurers and associations relating to any of the Ship’s Insurances as soon as they are available.

23.16		Qualifications and exclusions

		All requirements applicable to the Ship’s Insurances shall be complied with and the Ship’s Insurances shall only be subject to approved exclusions or qualifications.

23.17		Independent report

		If the Agent asks the Borrowers for a detailed report from an approved independent firm of marine insurance brokers giving their opinion on the adequacy of the Insurances then the Agent shall be provided promptly by the Borrowers with such a report at no cost to the Agent or (if the Agent obtains such a report itself, which it shall be entitled to do) the Borrowers shall reimburse the Agent for the cost of obtaining that report. The Borrowers shall not bear the cost of more than one such report per Ship per calendar year, unless there is an Event of Default.

23.18		Collection of claims

		All documents and other information and all assistance required by the Agent to assist it and/or the Security Agent in trying to collect or recover any claims under the Ship’s Insurances shall be provided promptly.

ATH-#4163467-v4

23.19		Employment of Ship

		The Ship shall only be employed or operated in conformity with the terms of the Ship’s Insurances (including any express or implied warranties) and not in any other way (unless the insurers have consented and any additional requirements of the insurers have been satisfied).

23.20		Declarations and returns

		If any of the Ship’s Insurances are on terms that require a declaration, certificate or other document to be made or filed before the Ship sails to, or operates within, an area, those terms shall be complied with within the time and in the manner required by those Insurances.

23.21		Application of recoveries

		All sums paid under the Ship’s Insurances to anyone other than the Security Agent shall be applied in repairing the damage and/or in discharging the liability in respect of which they have been paid except to the extent that the repairs have already been paid for and/or the liability already discharged.

23.22		Settlement of claims

		Any claim under the Ship’s Insurances for a Total Loss or Major Casualty shall only be settled, compromised or abandoned with prior approval.

24		Minimum security value

		Each Borrower undertakes that this clause 24 will be complied with throughout the Facility Period.

24.1		Valuation of assets

		For the purpose of the Finance Documents, the value at any time of any Mortgaged Ship or a Ship before its Delivery or any other asset over which additional security is provided under this clause 24 will be its value as most recently determined in accordance with this clause 24.

24.2		Valuation frequency

		Valuation of each Mortgaged Ship and each such other asset in accordance with this clause 24 may be required by the Agent at any time and shall be requested at least semi-annually.

24.3		Expenses of valuation

		The Borrowers shall bear, and reimburse to the Agent where incurred by the Agent, all costs and expenses of providing:

	(a)	one set of valuations of each Mortgaged Ship per half-year (which shall not include the costs and expenses of providing any valuations required under clause 4 ( Conditions of Utilisation ) which shall also be for the account of the Borrower); and

	(b)	in addition to those referred to in (a) above, any sets of valuations carried out at any time when an Event of Default has occurred and is continuing.

24.4		Valuations procedure

		The value of any Mortgaged Ship and each Ship before its Delivery shall be determined in accordance with, and by valuers approved and appointed in accordance with, this clause 24. Additional security provided under this clause 24 shall be valued in such a way, on such a basis and by such persons (including the Agent itself) as may be approved by the Majority Lenders or as

ATH-#4163467-v4

		may be agreed in writing by the Borrowers and the Agent (acting on the instructions of the Majority Lenders).

24.5		Currency of valuation

		Valuations shall be provided by valuers in dollars or, if a valuer is of the view that the relevant type of vessel is generally bought and sold in another currency, in that other currency. If a valuation is provided in another currency, for the purposes of this Agreement it shall be converted into dollars at the Agent’s spot rate of exchange for the purchase of dollars with that other currency as at the date to which the valuation relates.

24.6		Basis of valuation

		Each valuation will be addressed to the Agent in its capacity as such, it will be not more than 6 weeks old from its delivery to the Agent and made:

	(a)	without physical inspection (unless required by the Agent, acting on the instructions of the Majority Lenders);

	(b)	on the basis of a sale for prompt delivery for a price payable in full in cash on delivery at arm’s length on normal commercial terms between a willing buyer and a willing seller; and

	(c)	without taking into account the benefit (but taking into account the burden) of any charter commitment.

24.7		Information required for valuation

		The Borrowers shall promptly provide to the Agent and any such valuer any information which they reasonably require for the purposes of providing such a valuation.

24.8		Approval of valuers

		All valuers must have been approved (the approved valuers as at the date of this Agreement are E. A. Gibson Shipbrokers Limited, Clarkson plc, Poten & Partners Inc., Fearnleys AS, Simpson, Spence & Young Limited, R.S. Platou ASA, Pareto Shipping A.S. and Braemar Seascope Limited). The Agent may from time to time notify the Borrowers of approval of one or more independent ship brokers as valuers for the purposes of this clause 24. The Agent (upon the instructions of the Majority Lenders) shall respond promptly to any request by the Borrowers for approval of a broker nominated by the Borrowers. The Agent may at any time by notice to the Borrowers withdraw any previous approval of a valuer for the purposes of future valuations. That valuer may not then be appointed to provide valuations unless it is once more approved. If the Agent has not approved at least three brokers as valuers at a time when a valuation is required under this clause 24, the Agent shall promptly notify the Borrowers of the names of at least three valuers which are approved.

24.9		Appointment of valuers

		When a valuation is required for the purposes of this clause 24, the Agent or, if so approved at that time, the Borrowers shall promptly appoint approved valuers to provide such a valuation. If the Borrowers are approved to appoint valuers but fail to do so promptly, the Agent may appoint approved valuers to provide that valuation.

24.10		Number of valuers

		Each valuation must be carried out by two approved valuers, both nominated by the Borrowers. If the Borrowers fail promptly to nominate any valuer then the Agent may nominate that valuer.

ATH-#4163467-v4

24.11		Differences in valuations

		If valuations provided by individual valuers differ, the value of the relevant Ship for the purposes of the Finance Documents will be the mean average of those valuations. If the higher of the two valuations obtained pursuant to clause 24.10 ( Number of valuers ) in respect of a Ship is more than 115% of the lower of the two valuations then a third valuation of that Ship shall be obtained from an approved valuer nominated by the Borrowers (failing which, nominated by the Majority Lenders) and the value of that Ship for the purposes of the Finance Documents will be the mean average of those three valuations.

24.12		Security shortfall

		If at any time the Security Value is less than the Minimum Value, the Agent may, and shall, if so directed by the Majority Lenders, by notice to the Borrowers require that such deficiency be remedied. The Borrowers shall then within 30 days of receipt of such notice ensure that the Security Value equals or exceeds the Minimum Value. For this purpose, the Borrowers may, at their option:

	(a)	provide additional security over other assets approved by the Majority Lenders in accordance with this clause 24; and/or

	(b)	prepay a part of the Loan under clause 7.4 ( Voluntary prepayment ) but on five Business Days’ notice instead of the period required by such clause.

24.13		Creation of additional security

		The value of any additional security which the Borrowers offer to provide to remedy all or part of a shortfall in the amount of the Security Value will only be taken into account for the purposes of determining the Security Value if and when:

	(a)	that additional security, its value and the method of its valuation have been approved by the Majority Lenders;

	(b)	a Security Interest over that security has been constituted in favour of the Security Agent and/or the other Finance Parties in an approved form and manner;

	(c)	this Agreement has been unconditionally amended in such manner as the Agent requires in consequence of that additional security being provided; and

	(d)	the Agent, or its duly authorised representative, has received such documents and evidence it may require in relation to that amendment and additional security including documents and evidence of the type referred to in Schedule 3 ( Conditions precedent ) in relation to that amendment and additional security and its execution and (if applicable) registration.

24.14		Security release

		If the Security Value shall at any time exceed the Minimum Value, and the Borrowers shall previously have provided further security to the Security Agent and/or the other Finance Parties pursuant to clause 24.12 ( Security shortfall ), the Security Agent (on the instructions of the Agent) and the other Finance Parties shall, as soon as reasonably practicable after notice from the Borrowers to do so and subject to being indemnified to their satisfaction against the cost of doing so, release any such further security specified by the Borrowers provided that the Agent (acting on the instructions of the Majority Lenders) is satisfied that, immediately following such release, the Security Value will equal or exceed the Minimum Value and no other Event of Default shall have occurred and be continuing.

ATH-#4163467-v4

25		Bank accounts

		Each Borrower undertakes that this clause 25 will be complied with throughout the Facility Period.

25.1		Revenue Account

25.1.1		Each Borrower shall be the holder of one or more Accounts with an Account Bank, each designated as a “ Revenue Account ” of that Borrower and its Ship for the purposes of the Finance Documents.

25.1.2		The Earnings of each Mortgaged Ship and all moneys payable to each Borrower under each Ship’s Insurances shall be paid by the persons from whom they are due to the relevant Revenue Account unless required to be paid to the Security Agent or any other Finance Parties under the relevant Finance Documents.

25.1.3		The Borrowers shall not withdraw amounts standing to the credit of a Revenue Account except as permitted by clause 25.1.4.

25.1.4		If there is no Event of Default which is continuing, a Borrower may withdraw any amounts from a Revenue Account for any purpose not prohibited by this Agreement and the other Finance Documents and for as long as any such withdrawal will not result in the Borrowers being in breach of clause 19.17 ( Liquidity ).

25.2		Other provisions

25.2.1		An Account may only be designated for the purposes described in this clause 25.2 if:

	(a)	such designation is made in writing by the Agent and acknowledged by the Borrowers and specifies the names and addresses of the relevant Account Bank and the Account Holder(s) and the number and any designation or other reference attributed to the Account;

	(b)	an Account Security has been duly executed and delivered by the relevant Account Holder(s) in favour of the Security Agent and/or any other Finance Parties;

	(c)	any notice required by the Account Security to be given to an Account Bank has been given to, and acknowledged by, the Account Bank in the form required by the relevant Account Security; and

	(d)	the Agent, or its duly authorised representative, has received such documents and evidence it may require in relation to the Account and the Account Security including documents and evidence of the type referred to in Schedule 3 ( Conditions precedent ) in relation to the Account and the relevant Account Security.

25.2.2		The rates of payment of interest and other terms regulating any Account will be a matter of separate agreement between the relevant Account Holder(s) and an Account Bank. If an Account is a fixed term deposit account, the relevant Account Holder(s) may select the terms of deposits until the relevant Account Security has become enforceable and the Security Agent directs otherwise.

25.2.3		The relevant Account Holder(s) shall not close any Account or alter the terms of any Account from those in force at the time it is designated for the purposes of this clause 25 or waive any of its rights in relation to an Account except with approval.

25.2.4		The relevant Account Holder(s) shall deposit with the Security Agent all certificates of deposit, receipts or other instruments or securities relating to any Account, notify the Security Agent of any claim or notice relating to an Account from any other party and provide the Agent with any other information it may request concerning any Account.

ATH-#4163467-v4

25.2.5		The Agent agrees that if it is an Account Bank in respect of an Account then there will be no restrictions on creating a Security Interest over that Account as contemplated by this Agreement and it shall not (except with the approval of the Majority Lenders) exercise any right of combination, consolidation or set-off which it may have in respect of that Account in a manner adverse to the rights of the other Finance Parties.

26		Business restrictions

		Except as otherwise approved by the Majority Lenders each Borrower undertakes that throughout the Facility Period this clause 26 will be complied with by and in respect of each Obligor and their Affiliates (to the extent applicable).

26.1		General negative pledge

		No Borrower shall permit any Security Interest to exist, arise or be created or extended over all or any part of its assets except for Permitted Security Interests.

26.2		Transactions similar to security

26.2.1		(Without prejudice to clauses 26.3 ( Financial Indebtedness ) and 26.6 ( Disposals )), no Borrower shall:

	(a)	sell, transfer or otherwise dispose of any of its assets on terms whereby that asset is or may be leased to, or re-acquired by, any Affiliate other than pursuant to disposals permitted under clause 26.6 ( Disposals );

	(b)	sell, transfer, factor or otherwise dispose of any of its receivables;

	(c)	enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

	(d)	enter into any other preferential arrangement having a similar effect.

26.3		Financial Indebtedness

		No Borrower shall incur or permit to exist, any Financial Indebtedness owed by it to anyone else except:

	(a)	Financial Indebtedness incurred under the Finance Documents;

	(b)	Financial Indebtedness owed to another Obligor which is subordinated to the Finance Documents on approved terms;

	(c)	Financial Indebtedness owed to trade creditors of that Borrower given in the ordinary course of its business; and

	(d)	Financial Indebtedness permitted under clause 26.4 ( Guarantees ).

26.4		Guarantees

		No Borrower shall give or permit to exist, any guarantee by it in respect of indebtedness of any person or allow any of its indebtedness to be guaranteed by anyone else except:

	(a)	guarantees of obligations of Affiliates that are not Financial Indebtedness or obligations prohibited by any Finance Document;

	(b)	guarantees in favour of its own trade creditors given in the ordinary course of its business or in order to avoid the creation of, or to release, a Permitted Maritime Lien; and

ATH-#4163467-v4

	(c)	guarantees which are Financial Indebtedness permitted under clause 26.3 ( Financial Indebtedness ).

26.5		Bank accounts and other financial transactions

		No Borrower shall:

	(a)	maintain any bank accounts with a bank or financial institution except for the Accounts;

	(b)	hold cash in any account other than in an Account; and

	(c)	be party to any banking or financial transaction, whether on or off balance sheet, that is not expressly permitted under this clause 26.

26.6		Disposals

		No Borrower shall enter into a single transaction or a series of transactions, whether related or not and whether voluntarily or involuntarily, to dispose of any asset except for any of the following disposals so long as they are not prohibited by any other provision of the Finance Documents (including but not limited to 20.2 ( Sale or other disposal of Ship ):

	(a)	disposals of assets made in (and on terms reflecting) the ordinary course of trading of the disposing entity;

	(b)	disposals of obsolete assets, or assets which are no longer required for the purpose of the business of the relevant Borrower, in each case for cash on normal commercial terms and on an arm’s length basis;

	(c)	disposals permitted by clause 20.2 ( Sale or other disposal of Ship );

	(d)	dealings with its own trade creditors with respect to book debts in the ordinary course of trading; and

	(e)	the application of cash or cash equivalents in the acquisition of assets or services in the ordinary course of its business.

26.7		Contracts and arrangements with Affiliates

		No Borrower shall be party to any arrangement or contract with any of its Affiliates (other than the MLP) unless such arrangement or contract is on an arm’s length basis.

26.8		Subsidiaries

		No Borrower shall establish or acquire a company or other entity.

26.9		Acquisitions and investments

		Except with approval from the Majority Lenders, no Borrower shall acquire any person, business, assets or liabilities or make any investment in any person or business or enter into any joint-venture arrangement except:

	(a)	acquisitions of assets in the ordinary course of business (not being new businesses or vessels);

	(b)	the incurrence of liabilities in the ordinary course of its business;

	(c)	any loan or credit not otherwise prohibited under this Agreement; or

ATH-#4163467-v4

	(d)	pursuant to any Finance Documents, Contracts or Charter Documents to which it is party.

26.10		Reduction of capital

		No Borrower shall redeem or purchase or otherwise reduce any of its equity or any other share capital or any warrants or any uncalled or unpaid liability in respect of any of them or reduce the amount (if any) for the time being standing to the credit of its share premium account or capital redemption or other undistributable reserve in any manner.

26.11		Increase in capital

		No Borrower shall issue shares or other equity interests to anyone in a manner which constitutes a Change of Control.

26.12		Distributions and other payments

		None of the Borrowers shall:

	(a)	declare or pay (including by way of set-off, combination of accounts or otherwise) any dividend or redeem or make any other distribution or payment (whether in cash or in specie), including any interest and/or unpaid dividends, in respect of its equity or any other share capital or any warrants for the time being in issue; or

	(b)	make any payment (including by way of set-off, combination of accounts or otherwise) by way of interest, or repayment, redemption, purchase or other payment, in respect of any shareholder loan, loan stock or similar instrument,

	except to its respective Holding Company (and then only in the ordinary course of its business) and provided no Default is continuing or would result from the making of such payment or declaration and such a dividend, distribution or payment is declared and made.

27		Events of Default

		Each of the events or circumstances set out in clauses 27.1 ( Non-payment ) to 27.22 ( Charters ) is an Event of Default.

27.1		Non-payment

		An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable provided however that no Event of Default shall occur if a Disruption Event has occurred and such payment is made within three Business Days of the due date.

27.2		Value of security

		The Borrowers do not comply with clause 24.12 ( Security shortfall ).

27.3		Insurance

27.3.1		The Insurances of a Mortgaged Ship are not placed and kept in force in the manner required by clause 23 ( Insurance ).

27.3.2		Any insurer either:

(a)

cancels any such Insurances and such Insurances are not immediately replaced by the Borrowers to the full satisfaction of the Lenders; or

ATH-#4163467-v4

	(b)	disclaims liability under them by reason of any mis-statement or failure or default by any person.

27.4		Financial covenants and Sanctions

		The Borrowers do not comply with clause 19.17 ( Liquidity ); or the Obligors do not comply with clause 19.13 ( Sanctions ); or GasLog does not comply with any financial covenant pursuant to clause 5 ( Financial covenants ) of the GasLog Guarantee or makes a representation or statement pursuant to clause 5 ( Financial covenants ) of the GasLog Guarantee, which is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

27.5		Other obligations

27.5.1		An Obligor or the Manager does not comply with any provision of the Finance Documents (other than those referred to in clauses 27.1 ( Non-payment ), 27.2 ( Value of security ), 27.3 ( Insurance ) and 27.4 ( Financial covenants and Sanctions )).

27.5.2		No Event of Default under clause 27.5.1 above will occur if the Agent (acting on the instructions of the Majority Lenders) considers that the failure to comply is capable of remedy and the failure is remedied within ten (10) Business Days of the Agent giving notice to the Borrowers.

27.6		Misrepresentation

		Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.

27.7		Cross default

27.7.1		Any Financial Indebtedness of any Obligor is not paid when due nor within any originally applicable grace period.

27.7.2		Any Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

27.7.3		The counterparty to a Treasury Transaction entered into by any Obligor becomes entitled to terminate that Treasury Transaction early by reason of an event of default (however described).

27.7.4		Any creditor of any Obligor becomes entitled to declare any Financial Indebtedness of that Obligor due and payable prior to its specified maturity as a result of an event of default (however described).

27.7.5		No Event of Default will occur under this clause 27.7 if the aggregate amount of Financial Indebtedness falling within clauses 27.7.1 to 27.7.4 above is:

	(a)	less than $5,000,000 (or the equivalent in any other currency) in respect of the Guarantors; and/or

	(b)	less than $1,000,000 (or the equivalent in any other currency) in respect of any other Obligor.

27.8		Insolvency

27.8.1		An Obligor is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

ATH-#4163467-v4

27.8.2		The value of the assets of any Obligor is less than its liabilities (taking into account contingent and prospective liabilities).

27.8.3		A moratorium is declared in respect of any indebtedness of any Obligor. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

27.9		Insolvency proceedings

27.9.1		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 reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor;

	(b)	a composition, compromise, assignment or arrangement with any creditor of any Obligor;

	(c)	the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Obligor or any of its assets (including the directors of any Obligor requesting a person to appoint any such officer in relation to it or any of its assets); or

	(d)	enforcement of any Security Interest over any assets of any Obligor,

	or any analogous procedure or step is taken in any jurisdiction.

27.9.2		Clause 27.9.1 shall not apply to any winding-up petition (or analogous procedure or step) which is frivolous or vexatious and is discharged, stayed or dismissed within seven days of commencement or, if earlier, the date on which it is advertised.

27.10		Creditors’ process

27.10.1		Any expropriation, attachment, sequestration, distress, execution or analogous process affects any asset or assets of any Obligor (having an aggregate value equal to or in excess of $5,000,000 (or the equivalent in any other currency) in respect of any of the Guarantors and $1,000,000 (or the equivalent in any other currency) in respect of any other Obligor) and is not discharged within seven days.

27.10.2		Any judgment or order for an amount in excess of $5,000,000 (or the equivalent in any other currency) in respect of any of the Guarantors and $1,000,000 (or the equivalent in any other currency) in respect of any other Obligor) is made against any Obligor and is not stayed or complied with within thirty (30) days.

27.11		Unlawfulness and invalidity

27.11.1		It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents or any Security Interest created or expressed to be created or evidenced by the Security Documents ceases to be effective.

27.11.2		Any obligation or obligations of any Obligor under any Finance Documents are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

27.11.3		Any Finance Document or any Security Interest created or expressed to be created or evidenced by the Security Documents ceases to be in full force and effect or is alleged by a party to it (other than a Finance Party) to be ineffective for any reason.

ATH-#4163467-v4

27.11.4		Any Security Document does not create legal, valid, binding and enforceable security over the assets charged under that Security Document or the ranking or priority of such security is adversely affected.

27.12		Cessation of business

		Any Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

27.13		Expropriation

		The authority or ability of any Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Obligor or any of its assets.

27.14		Repudiation and rescission of Finance Documents

		An Obligor rescinds or repudiates a Finance Document.

27.15		Litigation

		Any litigation, alternative dispute resolution, arbitration or administrative proceeding is taking place, or threatened against any Obligor or any of its assets, rights or revenues which, if adversely determined, might reasonably be expected to have a Material Adverse Effect.

27.16		Material Adverse Effect

		Any Environmental Incident or other event or circumstance or series of events (including any change of law) occurs which the Majority Lenders reasonably believe has, or is reasonably expected to have, a Material Adverse Effect.

27.17		Security enforceable

		Any Security Interest (other than a Permitted Maritime Lien) in respect of Charged Property becomes enforceable.

27.18		Arrest of Ship

		Any Mortgaged Ship is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim and the relevant Owner fails to procure the release of such Ship within a period of 30 days thereafter (or such longer period as may be approved).

27.19		Ship registration

		Except with approval, the registration of any Mortgaged Ship under the laws and flag of its Flag State is cancelled or terminated or, where applicable, not renewed or, if such Ship is only provisionally registered on the date of its Mortgage, such Ship is not permanently registered under such laws within 90 days of such date.

27.20		Political risk

		The Flag State of any Mortgaged Ship or any Relevant Jurisdiction of an Obligor becomes involved in hostilities or civil war or there is a seizure of power in the Flag State or any such Relevant Jurisdiction by unconstitutional means if, in any such case, such event, in the reasonable opinion of the Agent, has or is reasonably expected to have, a Material Adverse Effect and, within 15 days of notice from the Agent to do so (or such longer period as may be approved), such action as the

ATH-#4163467-v4

		Agent may require to ensure that such event will not have such an effect has not been taken by the Borrowers.

27.21		Legal and beneficial ownership

27.21.1		Any Borrower ceases to be a wholly-owned subsidiary of GasLog Carriers unless it shall become a wholly-owned subsidiary of MLP; or

27.21.2		GasLog Carriers ceases to be a wholly-owned subsidiary of GasLog unless it shall become a wholly-owned subsidiary of MLP,

		Provided always that if either the shares in a Borrower and/or GasLog Carriers are to become legally and/or beneficially owned by MLP, MLP must (as a condition of the transfer to the MLP) grant the MLP Guarantee (the MLP Guarantee to include any financial covenants which may be required by the Lenders at their sole discretion as a condition of such approval) and the Obligors will at the same time execute an amendment agreement to this Agreement in connection with the above matters in such form as the Majority Lenders may require, and will deliver to the Agent such documents as the Agent may (acting on the instructions of the Majority Lenders) so require, including (without limitation) any and all corporate authorisations for MLP of the nature described in Schedule 3 Part 1, paragraph 1 ( Original Obligors’ corporate documents ) required by the Agent and any legal opinions required by the Agent (and if the Obligors and MLP comply with such provision, and the shares in all the Borrowers are legally and/or beneficially owned by MLP, the Lenders shall release the GasLog Carriers Guarantee as soon as reasonably practicable thereafter).

27.22		Charters

		Except with approval:

27.22.1		a Charter of any Ship is cancelled or rescinded or (except as a result of the relevant Ship being a Total Loss) frustrated; or

27.22.2		any Ship is not delivered and accepted for service under its Charter within a period of 3 Business Days after its Delivery Date or any Ship is withdrawn from service under its Charter before the time that Charter was scheduled to expire.

27.23		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 Majority Lenders, by notice to the Borrowers:

	(a)	cancel the Total Commitments at which time they shall immediately be cancelled; and/or

	(b)	declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; and/or

	(c)	declare that all or part of the Loan be payable on demand, at which time it shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or

	(d)	declare that no withdrawals be made from any Account; and/or

	(e)	exercise or direct the Security Agent and/or any other beneficiary of the Security Documents to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

ATH-#4163467-v4

Section 8 – CHANGES TO PARTIES

28		Changes to the Lenders

28.1		Assignments and transfers by the Lenders

		Subject to this clause 28, a Lender (the Existing Lender ) may assign any of its rights to another bank or financial institution, 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 Lender ).

28.2		Conditions of assignment

28.2.1		The consent of the Borrowers is required for an assignment by a Lender, unless the assignment is to another Lender or an Affiliate of a Lender or a Default is continuing or imminent. The Agent will immediately advise the Borrowers of the assignment.

28.2.2		The Borrowers’ consent may not be unreasonably withheld or delayed and will be deemed to have been given five (5) Business Days after the Lender has requested consent unless consent is expressly refused within that time, Provided however that the Borrowers shall be entitled to withhold consent in its discretion if the assignment is to a trust or fund.

28.2.3		An assignment will only be effective:

	(a)	on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrowers and the other Finance Parties as it would have been under if it was an Original Lender;

	(b)	on the New Lender entering into any documentation required for it to accede as a party to any Security Document to which the Original Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or notice requirements;

	(c)	on the performance by the Agent of all “know your customer” or other checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and

	(d)	if that Existing Lender assigns equal fractions of its Commitment and participation in the Loan and each Advance under the Facility.

28.2.4		If:

	(a)	a Lender transfers any of its rights or obligations or assigns any of its rights under the Finance Documents or changes its Facility Office; and

	(b)	as a result of circumstances existing at the date the transfer, assignment or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under clause 12 ( Tax gross-up and indemnities ) or clause 13 ( Increased Costs ),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the transfer, assignment or change had not occurred unless the transfer, assignment or change is made by the Lender with the

ATH-#4163467-v4

		Borrowers’ agreement to mitigate any circumstances giving rise to a Tax Payment or increased cost, or a right to be prepaid and/or cancelled by reason of illegality.

28.2.5		Each New 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 Lender or Lenders in accordance with this Agreement on or prior to the date on which the assignment and/or transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

28.3		Fee

		The New Lender shall, on each date upon which an assignment takes effect, pay to the Agent (for its own account) a fee of $3,000 per such assignment.

28.4		Limitation of responsibility of Existing Lenders

28.4.1		Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

	(a)	the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

	(b)	the financial condition of any Obligor;

	(c)	the performance and observance by any Obligor or any other person of its obligations under the Finance Documents or any other documents;

	(d)	the application of any Basel II Regulation or any Basel III Regulation to the transactions contemplated by the Finance Documents; or

	(e)	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.

28.4.2		Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

	(a)	has made (and shall continue to make) its own independent investigation and assessment of:

	(i)	the financial condition and affairs of the Obligors and their related entities in connection with its participation in this Agreement; and

	(ii)	the application of any Basel II Regulation or any Basel III Regulation to the transactions contemplated by the Finance Documents;

		and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document;

	(b)	will continue to make its own independent appraisal of the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents; and

	(c)	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.

ATH-#4163467-v4

28.4.3		Nothing in any Finance Document obliges an Existing Lender to:

	(a)	accept a re-assignment from a New Lender of any of the rights assigned under this clause 28; or

	(b)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or by reason of the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents or otherwise.

28.5		Procedure for transfer

28.5.1		Subject to the conditions set out in clause 28.2 ( Conditions of assignment ) an assignment is effected in accordance with clause 28.5.4 below when (a) the Agent executes an otherwise duly completed Transfer Certificate and (b) the Agent executes any document required under clause 28.2.3 which it may be necessary for it to execute in each case delivered to it by the Existing Lender and the New Lender duly executed by them and, in the case of any such other document, any other relevant person. The Agent shall, as soon as reasonably practicable after receipt by it of a Transfer Certificate and any such other document each duly completed, 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 and such other document. The Obligors and the other Finance Parties irrevocably authorise the Agent to execute any Transfer Certificate on their behalf without any consultations with them.

28.5.2		The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New 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 assignment to such New Lender.

28.5.3		The Obligors and the other Finance Parties irrevocably authorise the Agent to execute any Transfer Certificate on their behalf without any consultations with them.

28.5.4		Subject to clause 28.8 ( Pro rata interest settlement ), on the Transfer Date:

	(a)	the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Transfer Certificate;

	(b)	the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the Relevant Obligations ) and expressed to be the subject of the release in the Transfer Certificate (but the obligations owed by the Obligors under the Finance Documents shall not be released); and

	(c)	the New Lender shall become a Party to the Finance Documents as a “Lender” for the purposes of all the Finance Documents and will be bound by obligations equivalent to the Relevant Obligations.

28.5.5

Lenders may utilise procedures other than those set out in this clause 28.5 (Procedure for transfer) to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with clause 28.5 (Procedure for transfer) , to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders or the assumption of equivalent obligations by a New Lender provided that they comply with the conditions set out in clause 28.2 (Conditions of assignment) .

ATH-#4163467-v4

28.6		Copy of Transfer Certificate to Borrowers

		The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate and any other document required under clause 28.2.3, send a copy of that Transfer Certificate and such other documents to the Borrowers.

28.7		Security over Lenders’ rights

		In addition to the other rights provided to Lenders under this clause 28, each Lender may without consulting with or obtaining consent from an Obligor, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

	(a)	any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and

	(b)	in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities, except that no such charge, assignment or Security Interest shall:

	(i)	release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or

	(ii)	require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

28.8		Pro rata interest settlement

		If the Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any assignment pursuant to clause 28.5 ( Procedure for transfer ) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

28.8.1		any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date ( Accrued Amounts ) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six months, on the next of the dates which falls at six monthly intervals after the first day of that Interest Period); and

28.8.2		the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

	(a)	when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

	(b)	the amount payable to the New Lender on that date will be the amount which would, but for the application of this clause 28.8, have been payable to it on that date, but after deduction of the Accrued Amounts.

ATH-#4163467-v4

29		Changes to the Obligors/Restriction on Debt Purchase Transactions

29.1		Changes to the Obligors

		No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

29.2		Prohibition on Debt Purchase Transactions by the Group

29.2.1		The Obligors shall not, and shall procure that each Group Member shall not, enter into any Debt Purchase Transaction or be a Lender or beneficially own all or any part of the share capital of a company that is a Lender or a party to a Debt Purchase Transaction of the type referred to in paragraphs (b) or (c) of the definition of Debt Purchase Transaction.

29.2.2		For so long as a Borrower’s Affiliate (i) beneficially owns a Commitment or (ii) has entered into a sub-participation agreement relating to a Commitment or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated:

	(a)	in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, such Commitment shall be deemed to be zero; and

	(b)	for the purposes of clause 39.3 ( All Lenders matters ), such Borrower’s Affiliate or the person with whom it has entered into such sub-participation, other agreement or arrangement shall be deemed not to be a Lender (unless, in the case of a person not being a Borrower’s Affiliate, it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment).

29.2.3		Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly notify the Agent in writing if it knowingly enters into a Debt Purchase Transaction with a Borrower’s Affiliate (a Notifiable Debt Purchase Transaction ), such notification to be substantially in the form set out in Part 1 of Schedule 7 ( Forms of Notifiable Debt Purchase Transaction Notice ).

29.2.4		A Lender shall promptly notify the Agent if a Notifiable Debt Purchase Transaction to which it is a party:

	(a)	is terminated; or

	(b)	ceases to be with a Borrower’s Affiliate,

		such notification to be substantially in the form set out in Part 2 of Schedule 7 ( Forms of Notifiable Debt Purchase Transaction Notice ).

29.2.5		Each Borrower’s Affiliate that is a Lender agrees that:

	(a)	in relation to any meeting or conference call to which all the Lenders are invited to attend or participate, it shall not attend or participate in the same if so requested by the Agent or, unless the Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and

	(b)	in its capacity as Lender, unless the Agent otherwise agrees, it shall not be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Agent or one or more of the Lenders.

ATH-#4163467-v4

Section 9 – THE FINANCE PARTIES

30		Roles of Agent, Security Agent and Arranger

30.1		Appointment of the Agent

30.1.1		Each other Finance Party (other than the Security Agent) appoints the Agent to act as its agent under and in connection with the Finance Documents.

30.1.2		Each other Finance Party (other than the Security Agent) authorises the Agent:

	(a)	to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions; and

	(b)	to execute each of the Security Documents and all other documents that may be approved by the Majority Lenders for execution by it.

30.2		Instructions to Agent

30.2.1		The Agent shall:

	(a)	unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

	(i)	all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

	(ii)	in all other cases, the Majority Lenders; and

	(b)	not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (a) above.

30.2.2		The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives those instructions or that clarification.

30.2.3		Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

30.2.4		The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

30.2.5		In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

ATH-#4163467-v4

30.2.6		The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 30.2.6 shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents.

30.3		Duties of the Agent

30.3.1		The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

30.3.2		The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

30.3.3		Without prejudice to clause 28.6 ( Copy of Transfer Certificate to Borrowers) , clause 30.3.2 shall not apply to any Transfer Certificate.

30.3.4		Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

30.3.5		If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

30.3.6		If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Arranger or the Security Agent for their own account) under this Agreement it shall promptly notify the other Finance Parties.

30.3.7		The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

30.4		Role of the Arranger

		Except as specifically provided in the Finance Documents, the Arranger and the Bookrunner have no obligations of any kind to any other Party under or in connection with any Finance Document or the transactions contemplated by the Finance Documents.

30.5		No fiduciary duties

30.5.1		Nothing in this Agreement constitutes the Agent, the Arranger and the Bookrunner as a trustee or fiduciary of any other person.

30.5.2		None of the Agent, the Security Agent, the Arranger and the Bookrunner shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account or have any obligations to the other Finance Parties beyond those expressly stated in the Finance Documents.

30.6		Business with the Group

		The Agent, the Security Agent, the Arranger and the Bookrunner may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Obligor or their Affiliates and shall not be obliged to account to the other Finance Parties for any profits.

ATH-#4163467-v4


30.7		Rights and discretions of the Agent

30.7.1		The Agent may:

	(a)	rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to clauses 29.2.3 and 29.2.4) believed by it to be genuine, correct and appropriately authorised;

	(b)	assume that:

	(i)	any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

	(ii)	unless it has received notice of revocation, that those instructions have not been revoked; and

	(c)	rely on a certificate from any person:

	(i)	as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

	(ii)	to the effect that such person approves of any particular dealing, transaction, step, action or thing,

	as sufficient evidence that that is the case and, in the case of paragraph (i) above, may assume the truth and accuracy of that certificate.

30.7.2		The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the other Finance Parties) that:

	(a)	no Default has occurred (unless it has actual knowledge of a Default arising under clause 27.1 ( Non-payment ));

	(b)	any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised;

	(c)	any notice or request made by the Borrowers or any of them (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and

	(d)	no Notifiable Debt Purchase Transaction:

	(i)	has been entered into;

	(ii)	has been terminated; or

	(iii)	has ceased to be with a Borrower Affiliate.

30.7.3		The Agent may engage, and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts in the conduct of its obligations and responsibilities under the Finance Documents.

30.7.4		Without prejudice to the generality of clause 30.7.3 or clause 30.7.5, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.

ATH-#4163467-v4

30.7.5		The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

30.7.6		The Agent may act in relation to the Finance Documents through its officers, employees and agents and the Agent shall not:

	(a)	be liable for any error of judgment made by any such person; or

	(b)	be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person,

		unless such error or such loss was directly caused by the Agent’s gross negligence or wilful default.

30.7.7		Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

30.7.8		Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, nor the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. The Agent and the Arranger may do anything which in its opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction.

30.7.9		Without prejudice to the generality of clause 30.7.7, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Borrowers and shall disclose the same upon the written request of the Majority Lenders.

30.7.10		Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

30.7.11		Neither the Agent nor the Arranger shall be obliged to request any certificate, opinion or other information under clause 18 ( Information undertakings ) unless so required in writing by a Lender, in which case the Agent shall promptly make the appropriate request of the Borrowers if such request would be in accordance with the terms of this Agreement.

30.8		Responsibility for documentation and other matters

		Neither the Agent nor the Arranger is responsible or liable for:

	(a)	the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Arranger, an Obligor or any other person given in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or of any representations in any Finance Document or of any copy of any document delivered under any Finance Document;

	(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any Charter Document or any Contract or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document, any Charter Document or any Contract;

ATH-#4163467-v4

	(c)	the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents;

	(d)	any loss to the Trust Property arising in consequence of the failure, depreciation or loss of any Charged Property or any investments made or retained in good faith or by reason of any other matter or thing;

	(e)	accounting to any person for any sum or the profit element of any sum received by it for its own account;

	(f)	the failure of any Obligor or any other party to perform its obligations under any Finance Document, any Charter Document or any Contract or the financial condition of any such person;

	(g)	ascertaining whether all deeds and documents which should have been deposited with it (or the Security Agent) under or pursuant to any of the Security Documents have been so deposited;

	(h)	investigating or making any enquiry into the title of any Obligor to any of the Charged Property or any of its other property or assets;

	(i)	failing to register any of the Security Documents with the Registrar of Companies or any other public office;

	(j)	failing to register any of the Security Documents in accordance with the provisions of the documents of title of any Obligor to any of the Charged Property;

	(k)	failing to take or require any Obligor to take any steps to render any of the Security Documents effective as regards property or assets outside England or Wales or to secure the creation of any ancillary charge under the laws of the jurisdiction concerned;

	(l)	(unless it is the same entity as the Security Agent) the Security Agent and/or any other beneficiary of a Security Document failing to perform or discharge any of its duties or obligations under the Security Documents;

	(m)	any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by any applicable law or regulation relating to insider dealing or otherwise;

	(n)	making any investigation in respect of or in any way be liable whatsoever for the existence, accuracy or sufficiency of any legal or other opinions, reports, certificates or investigations delivered or obtained or required to be delivered or obtained at any time in connection herewith;

	(o)	any unsuitability, inadequacy or unfitness of any Charged Property as security for the Loan and shall not be obliged to make any investigation into, and shall be entitled to assume, the suitability, adequacy and fitness of the Charged Property as security for the Loan; or

	(p)	any damage to or any unauthorised dealing with the Charged Property nor shall it have any responsibility or liability arising from the fact that the Charged Property, or documents relating thereto, may be registered in its name or held by it or any other bank or agent selected by the Agent or the Security Agent.

30.9		No duty to monitor

		The Agent shall not be bound to enquire:

ATH-#4163467-v4

	(a)	whether or not any Default has occurred;

	(b)	as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

	(c)	whether any other event specified in any Finance Document has occurred.

30.10		Exclusion of liability

30.10.1		Without limiting clause 30.10.2 (and without prejudice to any other provision of the Finance Documents excluding or limiting the liability of the Agent) the Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:

	(a)	any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Charged Property, unless directly caused by its gross negligence or wilful default. For the avoidance of doubt and notwithstanding anything contained in the Finance Documents, the Agent shall not in any event be liable for any indirect or consequential loss (including, without limitation, loss of profit, business or goodwill) regardless of whether it was informed of the likelihood of such loss and irrespective of whether any such claim is made for breach of contract, in tort or otherwise;

	(b)	exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Charged Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Charged Property, unless directly caused by the gross negligence or wilful default of the Agent and in the course of the exercise or non exercise by it of any right, power, authority or discretion given to it expressly under a Finance Document; or

	(c)	without prejudice to the generality of paragraphs (a) and (b) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

	(d)	any act, event or circumstance not reasonably within its control; or

	(e)	the general risks of investment in, or the holding of assets in, any jurisdiction,

		including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

30.10.2		No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this clause 30.10 subject to clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

30.10.3		The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

ATH-#4163467-v4

30.10.4		Nothing in this Agreement shall oblige the Agent or the Arranger to carry out:

	(a)	any “know your customer” or other checks in relation to any person; or

	(b)	any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender,

		on behalf of any Lender and each Lender confirms to the Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arranger.

30.10.5		Without prejudice to any provision of any Finance Document excluding or limiting the Agent’s liability, any liability of the Agent arising under or in connection with any Finance Document or the Charged Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

30.11		Lenders’ indemnity to the Agent

30.11.1		Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against:

	(a)	any Losses for negligence or any other category of liability whatsoever incurred by the Agent in the circumstances contemplated pursuant to clause 33.11 ( Disruption to payment systems etc ) notwithstanding the Agent’s negligence, gross negligence, or any other category of liability whatsoever but not including any claim based on the fraud of the Agent); and

	(b)	any other Losses (otherwise than by reason of the Agent’s gross negligence or wilful default) including the costs of any person engaged in accordance with clause 30.7 ( Rights and discretions of the Agent ) and any Receiver in acting as its agent under the Finance Documents,

		in each case incurred by the Agent in acting as such under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document or out of the Trust Property) and this clause 30.11 as applied in favour of the Security Agent pursuant to clause 30.22 ( Application of certain clauses to Security Agent ) shall be without prejudice to any right to indemnity by law given to trustees generally and any other indemnity in the Security Agent’s favour in any other Finance Document.

		The indemnities contained in this clause 30.11 shall survive the termination or discharge of this Agreement.

30.11.2		Subject to clause 30.11.3, the Borrowers shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to clause 30.11.1.

30.11.3		Clause 30.11.2 shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to an Obligor.

ATH-#4163467-v4

30.12		Resignation of the Agent

30.12.1		The Agent may resign without giving any reason therefor and appoint one of its Affiliates as successor by giving notice to the Lenders, the Security Agent and the Borrowers.

30.12.2		Alternatively the Agent may resign without giving any reason therefor by giving 30 day’s notice to the other Finance Parties and the Borrowers, in which case the Majority Lenders (after consultation with the Borrowers) may appoint a successor Agent acting through an office in the United Kingdom.

30.12.3		If the Majority Lenders have not appointed a successor Agent in accordance with clause 30.12.2 above within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrowers) may appoint a successor Agent.

30.12.4		If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 30.12.3, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 30 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will (subject to approval by the Majority Lenders, which approval shall not be unreasonably withheld or delayed) bind the Parties.

30.12.5		The retiring Agent shall, either at the Lenders’ expense if it has been required to resign pursuant to clause 30.13 ( Replacement of the Agent ) or otherwise at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrowers shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

30.12.6		The Agent’s resignation notice shall only take effect upon the appointment of a successor.

30.12.7		The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under clause 30.12.5) but shall remain entitled to the benefit of clause 14.3 ( Indemnity to the Agent and the Security Agent ) and this clause 30 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

30.13		Replacement of the Agent

30.13.1		After consultation with the Borrowers, the Majority Lenders may, by giving 30 days’ notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent.

30.13.2		The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

ATH-#4163467-v4

30.13.3		The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under clause 30.13.2) but shall remain entitled to the benefit of clause 14.3 ( Indemnity to the Agent and the Security Agent ) and this clause 30 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

30.13.4		Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

30.14		Confidentiality

30.14.1		In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its department, division or team directly responsible for the management of the Finance Documents which shall be treated as a separate entity from any other of its divisions, departments or teams.

30.14.2		If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

30.14.3		Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty.

30.15		Relationship with the Lenders

30.15.1		Subject to clause 28.8 ( Pro rata interest settlement) the Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent’s principal office as notified to the Finance Parties from time to time) as a Lender acting through its Facility Office:

	(a)	entitled to or liable for any payment due under any Finance Document on that day; and

	(b)	entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

		unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

30.15.2		Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under clause 35.5 ( Electronic communication )) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address, department and officer by that Lender for the purposes of clause 35.2 ( Addresses ) and clause 35.5 ( Electronic communication ) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

30.15.3		Each Lender shall supply the Agent with any information that the Agent may reasonably specify as being necessary or desirable to enable the Agent or the Security Agent to perform its functions as Agent or Security Agent.

ATH-#4163467-v4

30.15.4		Each Lender shall deal with the Security Agent exclusively through the Agent and shall not deal directly with the Security Agent.

30.16		Credit appraisal by the Lenders

		Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to each other Finance Party that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

	(a)	the financial condition, status and nature of each Obligor and other Group Member;

	(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document , any Charter Document or any Contract and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document, any Charter Document or any Contract;

	(c)	the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents;

	(d)	whether any Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Charged Property;

	(e)	the adequacy, accuracy and/or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, any Charter Document or any Contract, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document, any Charter Document or any Contract; and

	(f)	the right or title of any person in or to, or the value or sufficiency of, any part of the Charged Property, the priority of the Security Documents or the existence of any Security Interest affecting the Charged Property.

30.17		Reference Banks

		If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Borrowers) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

30.18		Agent’s management time and additional remuneration

		Any amount payable to the Agent under clause 14.3 ( Indemnity to the Agent and the Security Agent ), clause 16 ( Costs and expenses ) and clause 30.11 ( Lenders’ indemnity to the Agent ) (and in the case of the Security Agent, as extended to it by virtue of clause 30.22 ( Application of certain clauses to Security Agent )) shall include the cost of utilising the Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Borrowers and the Lenders, and is in addition to any fee paid or payable to the Agent under clause 11 ( Fees ).

ATH-#4163467-v4

30.19		Deduction from amounts payable by the Agent

		If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

30.20		Common parties

		Although the Agent and the Security Agent may from time to time be the same entity, that entity will have entered into the Finance Documents (to which it is party) in its separate capacities as agent for the Finance Parties and (as appropriate) security agent and trustee for the Finance Parties. Where any Finance Document provides for the Agent or Security Agent to communicate with or provide instructions to the other, while they are the same entity, such communication or instructions will not be necessary.

30.21		Security Agent

30.21.1		Each other Finance Party appoints the Security Agent to act as its agent and (to the extent permitted under any applicable law) trustee under and in connection with the Security Documents and confirms that the Security Agent shall have a lien on the Security Documents and the proceeds of the enforcement of those Security Documents for all moneys payable to the beneficiaries of those Security Documents.

30.21.2		Each other Finance Party authorises the Security Agent:

	(a)	to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions; and

	(b)	to execute each of the Security Documents and all other documents that may be approved by the Agent for execution by it.

30.21.3		The Security Agent accepts its appointment under clause 30.21 ( Security Agent ) as trustee of the Trust Property with effect from the date of this Agreement and declares that it holds the Trust Property on trust for itself and the other Finance Parties (for so long as they are Finance Parties) on and subject to the terms set out in clauses 30.21 ( Security Agent ) - 30.28 ( Indemnity from Trust Property ) (inclusive) and the Security Documents to which it is a party.

30.22		Application of certain clauses to Security Agent

30.22.1		Clauses 30.7 (Rights and discretions of the Agent), 30.8 (Responsibility for documentation and other matters), clause 30.9 (No duty to monitor), 30.10 (Exclusion of liability), 30.11 (Lenders’ indemnity to the Agent), 30.12 (Resignation of the Agent), 30.13 (Replacement of the Agent) 30.14 (Confidentiality), 30.15 (Relationship with the Lenders), 30.16 (Credit appraisal by the Lenders), 30.18 (Agent’s management time and additional remuneration) and 30.19 (Deduction from amounts payable by the Agent) shall each extend so as to apply to the Security Agent in its capacity as such and for that purpose each reference to the “Agent” in these clauses shall extend to include in addition a reference to the “Security Agent” in its capacity as such and, in clause 30.7 (Rights and discretions of the Agent), references to the Lenders and a group of Lenders shall refer to the Agent.

30.22.2		In addition, clause 30.12 (Resignation of the Agent) and clause 30.13 (Replacement of Agent) shall, for the purposes of their application to the Security Agent pursuant to clause 30.22.1, have the following additional sub-clause inserted after them:

ATH-#4163467-v4

		At any time after the appointment of a successor, the retiring Security Agent shall do and execute all acts, deeds and documents reasonably required by its successor to transfer to it (or its nominee, as it may direct) any property, assets and rights previously vested in the retiring Security Agent pursuant to the Security Documents and which shall not have vested in its successor by operation of law. All such acts, deeds and documents shall be done or, as the case may be, executed at the cost of the Borrowers (except where the Security Agent is retiring under clause 30.12.1 as extended to it by clause 30.22.1, in which case such costs shall be borne by the Lenders (in proportion (if no part of the Loan is then outstanding) to their shares of the Total Commitments or (at any other time) to their participation in the Loan).

30.22.3		Clause 30.7 ( Rights and discretions of the Agent ) shall, for the purposes of its application to the Security Agent pursuant to clause 30.22.1, read as follows:

		“The Security Agent may, at the cost of the Borrowers, rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Security Agent or by any other Party), whether or not liability thereunder is limited by reference to monetary cap or otherwise, and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.”.

30.22.4		Clause 30.10 ( Exclusion of liability ) shall, for the purposes of its application to the Security Agent pursuant to clause 30.22.1, include the following after sub clause 30.10.1(b):

		“(c) any shortfall which arises on the enforcement or realisation of the Security Interests created by the Finance Documents.”.

30.22.5		Clause 30.14 ( Confidentiality ) shall, for the purposes of its application to the Security Agent pursuant to clause 30.22.1, be read and construed as to refer to “its agency and trust department” instead of “its department, division or team directly responsible for the management of the Finance Documents”.

30.22.6		Without prejudice to the generality of any other provision of this Agreement or any other Security Document, the entry into possession of the Charged Property shall not render the Security Agent or any Receiver liable to account as mortgagee in possession thereunder (or its equivalent in any other applicable jurisdiction) or take any action which would expose it to any liability in respect of Environmental Claims in respect of which it has not been indemnified and/or secured and/or pre-funded to its satisfaction or to be liable for any loss on realisation or for any default or omission on realisation or for any default or omission for which a mortgagee in possession might be liable unless such loss, default or omission is caused by its own gross negligence or wilful default.

30.22.7		The Security Agent shall not be bound to take any steps to ascertain whether any event, condition or act, the happening of which would cause a right or remedy to become exercisable by the Security Agent or any agent under this Agreement or the other Security Documents has happened or to monitor or supervise the observance and performance by the Borrowers, any agent or any of the other parties thereto of their respective obligations thereunder and, until it shall have actual knowledge or express notice to the contrary, the Security Agent shall be entitled to assume that no such event, condition or act has happened and that the Borrowers, the agents and the other parties thereto are observing and performing all their respective obligations thereunder.

30.23		Instructions to Security Agent

30.23.1		The Security Agent shall:

(a)

unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Agent; and

ATH-#4163467-v4

	(b)	not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (a) above even though it may subsequently be found that there was a defect on the giving of such instruction.

30.23.2		The Security Agent shall be entitled to (but not obliged to) request instructions, or clarification of any instruction, from the Agent as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification.

30.23.3		Unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Agent shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

30.23.4		The Security Agent may refrain from acting in accordance with any instructions of the Agent until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT or other applicable tax) which it may incur in complying with those instructions.

30.23.5		For the avoidance of doubt, no provision of this Agreement shall require the Security Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity and/or security and/or prefunding against such risk or liability is not assured to it.

30.23.6		In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers to be in the best interest of the Finance Parties.

30.23.7		The Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 30.23.7 shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents.

30.23.8		The Security Agent shall have no responsibility whatsoever to the Borrowers, the Agent, or any Finance Party as regards any deficiency which might arise because the Security Agent is subject to any Tax in respect of all or any of the Charged Property, the income therefrom or the proceeds thereof.

30.23.9		Until the delivery of an enforcement notice pursuant to clause 27.23 ( Acceleration ), the moneys standing to the credit of any accounts comprised in the Security Documents shall be dealt with in accordance with the provisions of this Agreement and the Security Documents and the Security Agent shall not be responsible in such circumstances or at any other time for any liabilities (howsoever described) suffered by any person, whether by reason of depreciation in value or by fluctuation in exchange rates or otherwise.

30.24		Order of application

30.24.1		The Security Agent agrees to apply the Trust Property and each other beneficiary of the Security Documents agrees to apply all moneys received by it in the exercise of its rights under the Security Documents in accordance with the following respective claims:

(a)

first , as to a sum equivalent to the amounts payable to the Security Agent under the Finance Documents (excluding any amounts received by the Security Agent pursuant to clause 30.11 ( Lenders’ indemnity to the Agent ) as extended to the Security Agent pursuant to clause 30.22 ( Application of certain clauses to Security Agent )), for the Security Agent absolutely;

ATH-#4163467-v4

100

	(b)	secondly , as to a sum equivalent to the amounts payable to the Agent under the Finance Documents (excluding any amounts received by the Agent pursuant to clause 30.11 ( Lenders’ indemnity to the Agent )), for the Agent absolutely;

	(c)	thirdly , as to a sum equivalent to the aggregate amount then due and owing to the other Finance Parties under the Finance Documents, for those Finance Parties absolutely for application between them in accordance with clause 33.5 (Partial payments) ;

	(d)	fourthly , until such time as the Security Agent is satisfied that all obligations owed to the Finance Parties have been irrevocably and unconditionally discharged in full, held by the Security Agent on a suspense account for payment of any further amounts owing to the Finance Parties under the Finance Documents and further application in accordance with this clause 30.24.1 as and when any such amounts later fall due;

	(e)	fifthly , to such other persons (if any) as are legally entitled thereto in priority to the Obligors; and

	(f)	sixthly , as to the balance (if any), for the Obligors by or from whom or from whose assets the relevant amounts were paid, received or recovered or other person entitled to them.

30.24.2		The Security Agent and each other beneficiary of the Security Documents shall make each application as soon as is practicable after the relevant moneys are received by, or otherwise become available to, it save that (without prejudice to any other provision contained in any of the Security Documents) the Security Agent (acting on the instructions of the Agent), any other beneficiary of the Security Documents or any receiver or administrator may credit any moneys received by it to a suspense account for so long and in such manner as the Security Agent, any other beneficiary of the Security Documents or such receiver or administrator may from time to time determine with a view to preserving the rights of the Finance Parties or any of them to prove for the whole of their respective claims against the Borrowers or any other person liable.

30.24.3		The Security Agent and/or any other beneficiary of the Security Documents shall obtain a good discharge in respect of the amounts expressed to be due to the other Finance Parties as referred to in this clause 30.24 by paying such amounts to the Agent for distribution in accordance with clause 33 ( Payment mechanics ).

30.25		Powers and duties of the Security Agent as trustee of the security

		In its capacity as trustee in relation to the Trust Property, the Security Agent:

	(a)	shall, without prejudice to any of the powers, discretions and immunities conferred upon trustees by law (and to the extent not inconsistent with the provisions of this Agreement or any of the Security Documents), have all the same powers and discretions as a natural person acting as the beneficial owner of such property and/or as are conferred upon the Security Agent by this Agreement and/or any Security Document but so that the Security Agent may only exercise such powers and discretions to the extent that it is authorised to do so by the provisions of this Agreement;

	(b)	shall (subject to clause 30.24 ( Order of application )) be entitled (in its own name or in the names of nominees) to invest moneys from time to time forming part of the Trust Property or otherwise held by it as a consequence of any enforcement of the security constituted by any Finance Document which, in the reasonable opinion of the Security Agent, it would not be practicable to distribute immediately, by placing the same on deposit in the name or under the control of the Security Agent as the Security Agent may think fit without being under any duty to diversify the same and the Security Agent shall not be responsible for any loss due to interest rate or exchange rate fluctuations

ATH-#4163467-v4

101

		except for any loss arising from the Security Agent’s gross negligence or wilful default and shall not be liable to account for an amount of interest greater than the standard amount that would be payable to an independent customer;

	(c)	may, in the conduct of its obligations under and in respect of the Security Documents instead of acting personally, employ and pay any agent (whether being a lawyer or any other person) to transact or concur in transacting any business and to do or concur in doing any acts required to be done by the Security Agent (including the receipt and payment of money) or may delegate to any person on any terms (including the power to sub-delegate) and on the basis that (i) any such agent or delegate engaged in any profession or business shall be entitled to be paid all usual professional and other charges for business transacted and acts done by him or any partner or employee of his or her in connection with such employment and (ii) the Security Agent shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission of, any such agent or delegate if the Security Agent shall have exercised reasonable care in the selection of such agent; and

	(d)	may place all deeds and other documents relating to the Trust Property which are from time to time deposited with it pursuant to the Security Documents in any safe deposit, safe or receptacle selected by the Security Agent or with any firm of solicitors or company whose business includes undertaking the safe custody of documents selected by the Security Agent and may make any such arrangements as it thinks fit for allowing Obligors access to, or its solicitors or auditors possession of, such documents when necessary or convenient and the Security Agent shall not be responsible for any loss incurred in connection with any such deposit, access or possession if it has exercised reasonable care in the selection of a safe deposit, safe, receptacle or firm of solicitors or company;

	(e)	may, unless and to the extent the express provisions of any Security Document provide otherwise, do any act or thing in the exercise of any of its duties under the Finance Documents which in its absolute discretion (in the absence of any instructions of the Agent as to the doing of such act or thing) it deems advisable for the protection and benefit of all the Finance Parties;

	(f)	may, unless the express provisions of any such Security Document provide otherwise, if authorised by the Agent, amend or vary the terms of or waive breaches of or defaults under, or otherwise excuse performance of any provision of, or grant consents under any of the Security Documents to which it is a party, any such amendment, variation, waiver or consent so authorised to be binding on all the parties hereto and that Security Agent to be under no liability whatsoever in respect thereof;

	(g)	shall not be bound to disclose to any other person (including but not limited to any other Finance Party) (i) any confidential information or (ii) any other information, if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty;

	(h)	shall have no responsibility to make any payment, deduction or withholding of any Tax or governmental charge as a result of the Security Agent (i) holding the Security Interests created by the Finance Documents or (ii) enforcing such Security Interests created by the Finance Documents;

	(i)	shall not have, or be deemed to have, any relationship of trust or agency with any Obligor; and

	(j)	shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied) and the role and functions of the Security Agent under this Agreement shall be

ATH-#4163467-v4

102

		purely mechanical and administrative in nature and, subject to the terms of this Agreement, acting on the instructions of the Agent.

30.25.2		The rights, powers and discretions conferred upon the Security Agent by this Agreement shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by general law or otherwise. Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement. Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Agreement, the provisions of this Agreement shall, to the extent allowed by law, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement shall constitute a restriction or exclusion for the purposes of that Act.

30.26		All enforcement action through the Security Agent

30.26.1		None of the other Finance Parties shall have any independent power to enforce any of those Security Documents which are executed in favour of the Security Agent only, or to exercise any rights, discretions or powers or to grant any consents or releases under or pursuant to such Security Documents or otherwise have direct recourse to the security and/or guarantees constituted by such Security Documents except through the Security Agent.

30.26.2		None of the other Finance Parties shall have any independent power to enforce any of those Security Documents which are executed in their favour or to exercise any rights, discretions or powers or to grant any consents or releases under or pursuant to such Security Documents or otherwise have direct recourse to the security and/or guarantees constituted by such Security Documents except with the prior written consent of the Agent (acting through the Security Agent and on the instructions of the Majority Lenders). If any Finance Party (other than the Security Agent) is a party to any Security Document it shall promptly upon being requested by the Agent to do so grant a power of attorney or other sufficient authority to the Security Agent to enable the Security Agent to exercise any rights, discretions or powers or to grant any consents or releases under such Security Document.

30.27		Co-operation to achieve agreed priorities of application

		The other Finance Parties shall co-operate with each other and with the Security Agent and any receiver or administrator under the Security Documents in realising the property and assets subject to the Security Documents and in ensuring that the net proceeds realised under the Security Documents after deduction of the expenses of realisation are applied in accordance with clause 30.24 ( Order of application ).

30.28		Indemnity from Trust Property

30.28.1		In respect of all liabilities, costs or expenses for which the Obligors are liable under this Agreement, the Security Agent and each Affiliate of the Security Agent and each officer or employee of the Security Agent or its Affiliate (each a Relevant Person ) shall be entitled to be indemnified out of the Trust Property in respect of all liabilities, damages, costs, claims, charges or expenses whatsoever properly incurred or suffered by such Relevant Person:

	(a)	in the execution or exercise or bona fide purported execution or exercise of the trusts, rights, powers, authorities, discretions and duties created or conferred by or pursuant to the Finance Documents;

	(b)	as a result of any breach by an Obligor of any of its obligations under any Finance Document;

	(c)	in respect of any Environmental Claim made or asserted against a Relevant Person which would not have arisen if the Finance Documents had not been executed; and

ATH-#4163467-v4

103

	(d)	in respect of any matter or thing done or omitted in any way in accordance with the terms of the Finance Documents relating to the Trust Property or the provisions of any of the Finance Documents.

30.28.2		The rights conferred by this clause 30.28 are without prejudice to any right to indemnity by law given to trustees generally and to any provision of the Finance Documents entitling the Security Agent or any other person to an indemnity in respect of, and/or reimbursement of, any liabilities, costs or expenses incurred or suffered by it in connection with any of the Finance Documents or the performance of any duties under any of the Finance Documents. Nothing contained in this clause 30.28 shall entitle the Security Agent or any other person to be indemnified in respect of any liabilities, damages, costs, claims, charges or expenses to the extent that the same arise from such person’s own gross negligence or wilful default.

30.29		Finance Parties to provide information

		The other Finance Parties shall provide the Security Agent with such written information as it may reasonably require for the purposes of carrying out its duties and obligations under the Security Documents and, in particular, with such necessary directions in writing so as to enable the Security Agent to make the calculations and applications contemplated by clause 30.24 ( Order of application ) above and to apply amounts received under, and the proceeds of realisation of, the Security Documents as contemplated by the Security Documents, clause 33.5 ( Partial payments ) and clause 30.24 ( Order of application ).

30.30		No Reliance on Security Agent

		It is understood and agreed by each Finance Party (other than the Security Agent) that it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of each Obligor and, accordingly, each other Finance Party warrants to the Security Agent that it has not relied and will not hereafter rely on the Security Agent:

	(a)	to check or enquire on its behalf into the adequacy, accuracy or completeness of any information provided to it by the Obligors or any other person in connection with any of the Finance Documents, the Charged Property or the transactions therein contemplated (whether or not such information has been or is hereafter circulated to such Finance Party by the Security Agent);

	(b)	to check or enquire on its behalf into the adequacy, accuracy or completeness of any communication delivered to it under any of the Finance Documents, the Charged Property, any legal or other opinions, reports, valuations, certificates, appraisals or other documents delivered or made or required to be delivered or made at any time in connection with any of the Finance Documents, the Charged Property, any security to be constituted thereby or any other report or other document, statement or information circulated, delivered or made, whether orally or otherwise and whether before, on or after the date of this Agreement;

	(c)	to check or enquire on its behalf into the due execution, delivery, validity, legality, adequacy, suitability, performance, enforceability or admissibility in evidence of any of the Finance Documents, the Charged Property or any other document referred to in paragraph (b) above or of any guarantee, indemnity or security given or created thereby or any obligations imposed thereby or assumed thereunder;

	(d)	to check or enquire on its behalf into the ownership, value, existence or sufficiency of any Charged Property, the priority of any of the Security Interests, the right or title of any person in or to any property comprised therein or the existence of any encumbrance affecting the same; or

ATH-#4163467-v4

104

	(e)	to assess or keep under review on its behalf the identity, financial condition, creditworthiness, condition, affairs, status or nature of any Obligor or other Group Member.

30.31		Release to facilitate enforcement and realisation

		Each Finance Party acknowledges that pursuant to any enforcement action by the Security Agent (or a Receiver) carried out on the instructions of the Agent it may be desirable for the purpose of such enforcement and/or maximising the realisation of the Charged Property being enforced against, that any rights or claims of or by the Security Agent (for the benefit of the Finance Parties) and/or any Finance Parties against any Obligor and/or any Security Interest over any assets of any Obligor (in each case) as contained in or created by any Finance Document, other than such rights or claims or security being enforced, be released in order to facilitate such enforcement action and/or realisation and, notwithstanding any other provision of the Finance Documents, each Finance Party hereby irrevocably authorises the Security Agent (acting on the instructions of the Agent) to grant any such releases to the extent necessary to fully effect such enforcement action and realisation including, without limitation, to the extent necessary for such purposes to execute release documents in the name of and on behalf of the Finance Parties. Where the relevant enforcement is by way of disposal of shares in a Borrower, the requisite release shall include releases of all claims (including under guarantees) of the Finance Parties and/or the Security Agent against that Borrower and of all Security Interests over the assets of that Borrower.

30.32		Undertaking to pay

		Each Obligor which is a Party undertakes with the Security Agent on behalf of the Finance Parties that it will, on demand by the Security Agent, pay to the Security Agent all money from time to time owing, and discharge all other obligations from time to time incurred, by it under or in connection with the Finance Documents.

30.33		Additional trustees

		The Security Agent shall have power by notice in writing to the other Finance Parties and the Borrowers to appoint any person either to act as separate trustee or as co-trustee jointly with the Security Agent:

	(a)	if the Security Agent reasonably considers such appointment to be in the best interests of the Finance Parties;

	(b)	for the purpose of conforming with any legal requirement, restriction or condition in any jurisdiction in which any particular act is to be performed; or

	(c)	for the purpose of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction against any person of a judgment already obtained,

and any person so appointed shall (subject to the provisions of this Agreement) have such rights (including as to reasonable remuneration), powers, duties and obligations as shall be conferred or imposed by the instrument of appointment. The Security Agent shall have power to remove any person so appointed. At the request of the Security Agent, the other parties to this Agreement shall forthwith execute all such documents and do all such things as may be required to perfect such appointment or removal and each such party irrevocably authorises the Security Agent in its name and on its behalf to do the same. Such a person shall accede to this Agreement as a Security Agent to the extent necessary to carry out their role on terms satisfactory to the Security Agent and (subject always to the provisions of this Agreement) have such trusts, powers, authorities, liabilities and discretions (not exceeding those conferred on the Security Agent by this Agreement and the other Finance Documents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment (being no less onerous than would have applied to the Security Agent but for the appointment). The

ATH-#4163467-v4

105

		Security Agent shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission of, any such person if the Security Agent shall have exercised reasonable care in the selection of such person.

30.34		Non-recognition of trust

		It is agreed by all the parties to this Agreement that:

	(a)	in relation to any jurisdiction the courts of which would not recognise or give effect to the trusts expressed to be constituted by this clause 30, the relationship of the Security Agent and the other Finance Parties shall be construed as one of principal and agent, but to the extent permissible under the laws of such jurisdiction, all the other provisions of this Agreement shall have full force and effect between the parties to this Agreement; and

	(b)	the provisions of this clause 30 insofar as they relate to the Security Agent in its capacity as trustee for the Finance Parties and the relationship between themselves and the Security Agent as their trustee may be amended by agreement between the other Finance Parties and the Security Agent. The Security Agent may amend all documents necessary to effect the alteration of the relationship between the Security Agent and the other Finance Parties and each such other party irrevocably authorises the Security Agent in its name and on its behalf to execute all documents necessary to effect such amendments.

30.35		Security Agent’s Ongoing Fees

30.35.1		The Borrowers shall pay to the Agent and the Security Agent certain fees in accordance with clause 11 ( Fees ).

30.35.2		If:

	(a)	a Default has occurred; or

	(b)	the Security Agent considers it expedient and/or necessary or is requested by the Borrowers or any Finance Party or group of Finance Parties to undertake duties which the Security Agent considers to be of an exceptional nature and/or outside the scope of the normal duties of the Security Agent under the Finance Documents (which for the avoidance of doubt shall include any amendments to the Finance Documents and the time incurred in relation thereto),

		the Borrowers shall pay to the Security Agent any additional remuneration (together with any applicable taxes thereon) which shall be calculated by reference to its hourly rates in force from time to time.

30.36		Insurance by Security Agent

		Where the Security Agent is named on any insurance policy (including the Insurances) as an insured party and/or loss payee, the Security Agent shall not be responsible for any loss which may be suffered by reason of, directly or indirectly, its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Agent shall have requested it to do so in writing and the Security Agent shall have failed to do so within 14 days after receipt of that request. The Security Agent shall have no obligation to, nor any liability for any failure to, insure any of the Charged Property.

30.37		Custodians and nominees

		The Security Agent may (to the extent legally permitted) appoint and pay any person to act as a custodian or nominee on any terms in relation to any assets of the trust as the Security

ATH-#4163467-v4

106

		Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.

30.38		Acceptance of title

		The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any of the Obligors have to any of the Charged Property and shall not be liable for or bound to require any Debtor to remedy any defect in its right or title.

30.39		Refrain from illegality

		Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent may refrain from doing anything which in its opinion will or may be contrary to any relevant law, directive or regulation of any applicable jurisdiction and the Security Agent may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.

30.40		Interest on Demand

		If the Borrowers fail to pay any amount payable by them to the Security Agent under this Agreement on its due date, interest shall accrue on the overdue amount (and be compounded with it) from the due date up to the date of actual payment (both before and after judgment and to the extent interest at a default rate is not otherwise being paid on such sum) at the rate which is two per cent. (2%) per annum over the rate at which the Security Agent was being offered, by prime banks in the London interbank market, deposits in an amount comparable to the unpaid amounts in the currencies of those amounts for such period(s) as the Security Agent may from time to time select.

30.41		Release of Security

		If the Agent, with the approval of all the other Finance Parties, shall determine that all of the amounts owing under the Finance Documents and all other obligations the discharge of which is secured by any of the Security Documents have been fully and finally discharged and none of the Finance Parties is under any commitment, obligation or liability (whether actual or contingent) to make advances or provide other financial accommodation to the Borrowers under or pursuant to this Agreement or any other Finance Document, the trusts herein set out shall be wound up and the Security Agent shall, at the request and cost of the Borrowers and acting on the instructions of the Agent, release, without recourse or warranty, all of the security then held by it, whereupon the Security Agent, the Agent, the Lenders and the Obligors shall be released from their obligations hereunder (save for those which arose prior to such winding up).

31		Conduct of business by the Finance Parties

31.1		Finance Parties tax affairs

		No provision of this Agreement will:

	(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

	(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

ATH-#4163467-v4

107

	(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

31.2		Finance Parties acting together

		Notwithstanding clause 2.2 ( Finance Parties’ rights and obligations ), if the Agent makes a declaration under clause 27.23 ( Acceleration ) the Agent shall, in the names of all the Finance Parties, take such action on behalf of the Finance Parties and conduct such negotiations with the Borrowers, any Obligors or any Subsidiaries of an Obligor and generally administer the Facility in accordance with the wishes of the Majority Lenders. All the Finance Parties shall be bound by the provisions of this clause and no Finance Party shall be entitled to take action independently against any Obligor or any of its assets without the prior consent of the Majority Lenders.

		This clause shall not override clause 30 ( Roles of Agent , Security Agent and Arranger ) as it applies to the Security Agent.

31.3		Majority Lenders

31.3.1		Where any Finance Document provides for any matter to be determined by reference to the opinion of, or to be subject to the consent, approval or request of, the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision ), such majority decision shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is required and the relevant majority of Lenders shall have given or issued such majority decision. However (as between any Obligor and the Finance Parties) the relevant Obligor shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Agent whether or not this is the case.

31.3.2		If, within ten Business Days of the Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance Documents, the Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender responds at a later date) the Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 66 2/3 per cent. of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded.

31.3.3		For the purposes of clause 31.3.2, any Lender which notifies the Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded.

31.3.4		Clauses 31.3.2 and 31.3.3 shall not apply in relation to those matters referred to in, or the subject of, clause 39.2 ( Exceptions ).

31.4		Conflicts

31.4.1		Each Borrower acknowledges that the Arranger and its parent undertaking, subsidiary undertakings and fellow subsidiary undertakings (together an Arranger Group ) may be providing debt finance, equity capital or other services (including financial advisory services) to other persons with which the Borrowers may have conflicting interests in respect of the Facility or otherwise.

31.4.2		No member of an Arranger Group shall use confidential information gained from any Obligor by virtue of the Facility or its relationships with any Obligor in connection with their

ATH-#4163467-v4

108

		performance of services for other persons. This shall not, however, affect any obligations that any member of the Arranger Group has as Agent in respect of the Finance Documents. The Borrowers also acknowledge that no member of an Arranger Group has any obligation to use or furnish to any Obligor information obtained from other persons for their benefit.

31.4.3		The terms parent undertaking , subsidiary undertaking and fellow subsidiary undertaking when used in this clause have the meaning given to them in sections 1161 and 1162 of the Companies Act 2006.

32		Sharing among the Finance Parties

32.1		Payments to Finance Parties

		If a Finance Party (a Recovering Finance Party ) receives or recovers any amount from an Obligor other than in accordance with clause 33 ( 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 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 33 ( 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 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 33.5 ( Partial payments ).

32.2		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 33.5 ( Partial payments ) towards the obligations of that Obligor to the Sharing Finance Parties.

32.3		Recovering Finance Party’s rights

		On a distribution by the Agent under clause 32.2 ( 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.

32.4		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:

(a)

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

ATH-#4163467-v4

109

	(b)	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.

32.5		Exceptions

32.5.1		This clause 32 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.

32.5.2		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 in accordance with the terms of this Agreement, if:

	(a)	it notified that other Finance Party of the legal or arbitration proceedings; and

	(b)	the taking legal or arbitration proceedings was in accordance with the terms of this Agreement; and

that 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.

ATH-#4163467-v4

110

Section 10 – ADMINISTRATION

33		Payment mechanics

33.1		Payments to the Agent

33.1.1		On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

33.1.2		Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in a Participating Member State or London as specified by the Agent) with such bank as the Agent, in each case specifies.

33.2		Distributions by the Agent

		Each payment received by the Agent under the Finance Documents for another Party shall, subject to clause 33.3 ( Distributions to an Obligor ) and clause 33.4 ( Clawback ) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London as specified by that Party).

33.3		Distributions to an Obligor

		The Agent may (with the consent of the Obligor or in accordance with clause 34 ( Set-off )) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

33.4		Clawback

33.4.1		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.

33.4.2		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.

33.5		Partial payments

33.5.1		If the Agent receives a payment for application against amounts due under the Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order:

(a)

first , in or towards payment pro rata of any unpaid amount owing to the Agent, the Security Agent or the Arranger under those Finance Documents;

ATH-#4163467-v4

111

	(b)	secondly , in or towards payment to the Lenders pro rata of any amount owing to the Lenders under clause 30.11 ( Lenders’ indemnity to the Agent ) including any amount resulting from the indemnity to the Security Agent under clause 30.22.1 ( Application of certain clauses to Security Agent );

	(c)	thirdly , in or towards payment to the Lenders pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents;

	(d)	fourthly , in or towards payment to the Lenders pro rata of any principal which is due but unpaid under those Finance Documents; and

	(e)	fifthly , in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

33.5.2		The Agent shall, if so directed by all the Lenders, vary the order set out in paragraphs (b) to (d) of clause 33.5.1.

33.5.3		Clauses 33.5.1 and 33.5.2 above will override any appropriation made by an Obligor.

33.6		No set-off by Obligors

		All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

33.7		Business Days

33.7.1		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).

33.7.2		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.

33.8		Payments on demand

		For the purposes of clause 27.1 ( Non-payment ) and subject to the Agent’s right to demand interest under clause 8.3 ( Default interest ), payments on demand shall be treated as paid when due if paid within three Business Days of demand.

33.9		Currency of account

33.9.1		Subject to clauses 33.9.2 to 33.9.3, dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.

33.9.2		A repayment of all or part of the Loan or an Unpaid Sum and each payment of interest shall be made in dollars on its due date.

33.9.3		Each payment in respect of the amount of any costs, expenses or Taxes or other losses shall be made in dollars and, if they were incurred in a currency other than dollars, the amount payable under the Finance Documents shall be the equivalent in dollars of the relevant amount in such other currency on the date on which it was incurred.

33.9.4		All moneys received or held by the Security Agent or by a Receiver under a Security Document in a currency other than dollars may be sold for dollars and the Obligor which executed that Security Document shall indemnify the Security Agent against the full cost in relation to the sale. Neither the Security Agent nor such Receiver will have any liability to that Obligor in respect of any loss resulting from any fluctuation in exchange rates after the sale.

ATH-#4163467-v4

112

33.10		Change of currency

33.10.1		Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

	(a)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Borrowers); and

	(b)	any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

33.10.2		If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrowers) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the London interbank market and otherwise to reflect the change in currency.

33.11		Disruption to Payment Systems etc.

		If either the Agent determines (in its discretion) that a Payment Disruption Event has occurred or the Agent is notified by the Borrowers that a Payment Disruption Event has occurred:

	(a)	the Agent may, and shall if requested to do so by the Borrowers, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;

	(b)	the Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

	(c)	the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

	(d)	any such changes agreed upon by the Agent and the Borrowers shall (whether or not it is finally determined that a Payment Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of clause 39 ( Amendments and grant of waivers );

	(e)	the Agent shall not be liable for any damages, costs or losses to any person, or for any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this clause 33.11; and

	(f)	the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

ATH-#4163467-v4

113

33.12		Impaired Agent

33.12.1		If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with clause 33.1 ( Payments to the Agent ) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with an Acceptable Bank within the meaning of paragraph (a) of the definition of Acceptable Bank and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents. In each case such payments must be made on the due date for payment under the Finance Documents.

33.12.2		All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.

33.12.3		A Party which has made a payment in accordance with clause 33.1 ( Payments to the Agent ) shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

33.12.4		Promptly upon the appointment of a successor Agent in accordance with clause 30.13 ( Replacement of the Agent ), each Party which has made a payment to a trust account in accordance with clause 33.1 ( Payments to the Agent ) shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution in accordance with clause 33.2 ( Distributions by the Agent ).

34		Set-off

		A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, 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. For the purpose of this clause the term “Finance Party” includes each of the relevant Finance Party’s holding companies and its subsidiaries and each subsidiary of the relevant Finance Party’s holding companies (as defined in the Companies Act 2006).

35		Notices

35.1		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 fax or letter.

35.2		Addresses

		The address, and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Obligor or Finance Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

	(a)	in the case of any Obligor which is a Party, that identified with its name in Schedule 1 ( The original parties );

	(b)	in the case of any Obligor which is not a Party, that identified in any Finance Document to which it is a party;

ATH-#4163467-v4

114

	(c)	in the case of any Original Lender, the Security Agent, the Agent and any other original Finance Party that identified with its name in Schedule 1 ( The original parties ); and

	(d)	in the case of each other Lender or Finance Party, that notified in writing to the Agent on or prior to the date on which it becomes a Party in the relevant capacity,

		or, in each case, any substitute address, fax number, or department or officer as an Obligor or Finance Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days’ notice.

35.3		Delivery

35.3.1		Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

	(a)	if by way of fax, when received in legible form; or

	(b)	if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

		and, if a particular department or officer is specified as part of its address details provided under clause 35.2 ( Addresses ), if addressed to that department or officer.

35.3.2		Any communication or document to be made or delivered to the Agent or the Security Agent will be effective only when actually received by the Agent or the Security Agent and then only if it is expressly marked for the attention of the department or officer identified in Schedule 1 ( The original parties ) (or any substitute department or officer as the Agent or the Security Agent shall specify for this purpose).

35.3.3		All notices from or to an Obligor shall be sent through the Agent.

35.3.4		Any communication or document made or delivered to the Borrowers in accordance with this clause will be deemed to have been made or delivered to each of the Obligors.

35.3.5		Any communication or document which becomes effective, in accordance with clauses 35.3.1 to 35.3.4 above, after 5:00 pm in the place of receipt shall be deemed only to become effective on the following day.

35.4		Notification of address and fax number

		Promptly upon receipt of notification of an address or fax number or change of address or fax number pursuant to clause 35.2 ( Addresses ) or changing its own address or fax number, the Agent shall notify the other Parties.

35.5		Electronic communication

35.5.1		Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means to the extent that those two Parties:

	(a)	agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

	(b)	notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

ATH-#4163467-v4

115

	(c)	notify each other of any change to their address or any other such information supplied by them by not less than five Business Days notice.

35.5.2		Any electronic communication made between those two Parties will be effective only when actually received in readable form and in the case of any electronic communication made by a Party to the Agent or the Security Agent only if it is addressed in such a manner as the Agent or the Security Agent shall specify for this purpose.

35.5.3		Any electronic communication which becomes effective, in accordance with clause 35.5.2 above, after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

35.5.4		In particular, the Obligors are aware and acknowledge that:

	(a)	the unencrypted information is transported over an open, publicly accessible network and can, in principle, be viewed by others, thereby allowing conclusions to be drawn about a banking relationship;

	(b)	the information can be changed and manipulated by a third party;

	(c)	the sender’s identity (sender of any electronic communication) can be assumed or otherwise manipulated;

	(d)	the exchange of information can be delayed or disrupted due to transmission errors, technical faults, disruptions, malfunctions, illegal interventions, network overload, the malicious blocking of electronic access by third parties, or other shortcomings on the part of the network provider. In certain situations, time-critical orders and instructions might not be processed on time; and

	(e)	the Finance Parties assume no liability for any loss incurred as a result of manipulation of the electronic address or content nor is it liable for any loss incurred by the Borrowers or any other Obligor due to interruptions and delays in transmission caused by technical problems.

35.5.5		The Finance Parties are entitled to assume that all the orders and instructions, and communications in general, received from the Borrowers or any other Obligor or a third party are from an authorised individual, irrespective of the existing signatory rights in accordance with the commercial register (or any other applicable equivalent document) or the specimen signature provided to any Finance Party. The Obligors shall further procure that all third parties referred to herein agree with the use of electronic communication and are aware of the above terms and conditions related to the use of electronic communication.

35.6		English language

35.6.1		Any notice given under or in connection with any Finance Document shall be in English.

35.6.2		All other documents provided under or in connection with any Finance Document shall be:

	(a)	in English; or

	(b)	if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

ATH-#4163467-v4

116

35.7		Communication with Agent when Agent is Impaired Agent

		If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant parties directly. This provision shall not operate after a replacement Agent has been appointed.

36		Calculations and certificates

36.1		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.

36.2		Certificates and determinations

		Any certification or determination by the Agent 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.

36.3		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 Interbank Market differs, in accordance with that market practice.

37		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 provision under the law of any other jurisdiction will in any way be affected or impaired.

38		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 the Finance Documents are cumulative and not exclusive of any rights or remedies provided by law.

39		Amendments and grant of waivers

39.1		Required consents

39.1.1		Subject to clause 39.2 ( Exceptions ) and 39.3 ( All Lenders matters ), any term of the Finance Documents may be amended or waived with the consent of the Agent (acting on the instructions of the Majority Lenders and, if it affects the rights and obligations of the Agent or the Security Agent, the consent of the Agent or the Security Agent) and any such amendment or waiver agreed or given by the Agent will be binding on all the Finance Parties.

39.1.2		The Agent may (or, in the case of the Security Documents, instruct the Security Agent to) effect, on behalf of any Finance Party, any amendment or waiver permitted by this clause.

ATH-#4163467-v4

117

39.2		Exceptions

39.2.1		No amendment or waiver may be made before the date falling ten (10) Business Days after the terms of that amendment or waiver have been notified by the Agent to the Lenders, unless each Lender is a FATCA Protected Lender. The Agent shall notify the Lenders reasonably promptly of any amendments or waivers proposed by the Borrowers.

39.2.2		Without prejudice to the generality of sub-clauses 30.7.2(d) 30.7.4 and 30.7.5 of clause 30.7 (Rights and discretions of Agent) , the Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.

39.2.3		Each Obligor agrees to any such amendment or waiver permitted by this clause 39 which is agreed to by the Borrowers. This includes any amendment or waiver which would, but for this clause 39.2.3, require the consent of the Guarantors.

39.3		All Lenders matters

39.3.1		An amendment, waiver or discharge or release or a consent of, or in relation to, the terms of any Finance Document that has the effect of changing or which relates to:

	(a)	the definition of “Majority Lenders” in clause 1.1 ( Definitions );

	(b)	the definition of “Last Availability Date” in clause 1.1 ( Definitions );

	(c)	an extension to the date of payment of any amount under the Finance Documents or an extension of any period within which the Facility is available;

	(d)	a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable or the rate at which they are calculated;

	(e)	an increase in, or an extension of, any Commitment or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders pro rata under the Facility;

	(f)	a change to the Borrowers or any other Obligor;

	(g)	any provision which expressly requires the consent or approval of all the Lenders;

	(h)	clause 2.2 ( Finance Parties’ rights and obligations ), clause 28 ( Changes to the Lenders ), clause 32.1 ( Payments to Finance Parties ), this clause 39, clause 42 ( Governing Law ) or clause 43 ( Enforcement );

	(i)	the order of distribution under clause 33.5.1;

	(j)	the order of distribution under clause 30.24.1;

	(k)	the currency in which any amount is payable under any Finance Document;

	(l)	the nature or scope of the Charged Property or any Guarantee or the manner in which the proceeds of enforcement of the Security Documents are distributed; or

	(m)	the circumstances in which the security constituted by the Security Documents (including the Guarantees) are permitted or required to be released or reassigned under any of the Finance Documents,

shall not be made, or given, without the prior consent of all the Lenders.

ATH-#4163467-v4

118

39.4		Other exceptions

39.4.1		If the Agent or a Lender reasonably believes that an amendment or waiver to any term of this Agreement, may constitute a “material modification” for the purposes of FATCA that may result (directly or indirectly) in a Party being required to make a FATCA Deduction and the Agent or that Lender (as the case may be) notifies the Borrowers and the Agent accordingly, that amendment or waiver may not be effected without the consent of the Agent or that Lender (as the case may be). The consent of a Lender shall not be required pursuant to this clause if that Lender is a FATCA Protected Lender.

39.4.2		An amendment or waiver which relates to the rights or obligations of the Agent, the Security Agent or the Arranger in their respective capacities as such (and not just as a Lender) may not be effected without the consent of the Agent, the Security Agent or the Arranger (as the case may be).

39.4.3		Notwithstanding clauses 39.1 ( Required consents ), 39.3 ( All Lenders matters ) and 39.4 ( Other exceptions ) (inclusive), the Agent may make technical amendments to the Finance Documents arising out of manifest errors on the face of the Finance Documents, where such amendments would not prejudice or otherwise be adverse to the interests of any Finance Party without any reference or consent of the Finance Parties.

39.5		Disenfranchisement of Defaulting Lenders

39.5.1		For so long as a Defaulting Lender has any Commitment, in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitment has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitment will be reduced by the amount of its Commitment.

39.5.2		For the purposes of this clause 39.5, the Agent may assume that the following Lenders are Defaulting Lenders:

	(a)	any Lender which has notified the Agent that it has become a Defaulting Lender; and

	(b)	any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of Defaulting Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

39.6		Replacement of a Defaulting Lender

39.6.1		The Borrowers may, at any time a Lender has become and continues to be a Defaulting Lender, by giving 10 Business Days’ prior written notice to the Agent and such Lender replace such Lender by requiring such Lender to (and, to the extent permitted by law such Lender shall) transfer pursuant to clause 28 ( Changes to the Lenders ) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a Replacement Lender ) selected by the Borrowers, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably) and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents (or at any other purchase price approved by all of the other Lenders who are not Defaulting Lenders at the time).

ATH-#4163467-v4

119

39.6.2		Any transfer of rights and obligations of a Defaulting Lender pursuant to this clause shall be subject to the following conditions:

	(a)	the Borrowers shall have no right to replace the Agent or Security Agent;

	(b)	neither the Agent nor the Defaulting Lender shall have any obligation to the Borrowers to find a Replacement Lender;

	(c)	the transfer must take place no later than 14 days after the notice referred to in clause 39.6.1 above; and

	(d)	in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.

39.7		Releases

		Except with the approval of all the Lenders or for a release which is expressly permitted or required by the Finance Documents, the Agent shall not have authority to authorise the Security Agent to release:

	(a)	any Charged Property from the security constituted by any Security Document; or

	(b)	any Obligor from any of its guarantee or other obligations under any Finance Document.

40		Counterparts

		Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

41		Confidentiality

41.1		Confidential Information

		Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by clause 41.2 ( Disclosure of Confidential Information ), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

41.2		Disclosure of Confidential Information

		Any Finance Party may disclose (without the consent of the Obligors) to any of its Affiliates, employees (including service and settlement employees), or any of its employees, officers, directors, representatives or advisers, and to any other person:

	(a)	in the case of a Lender, to (or through) whom that Lender assigns (or may potentially assign) all or any of its rights and obligations under the Finance Documents;

	(b)	in the case of a Lender, to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to clause 28.7 ( Security over Lenders’ rights );

	(c)	in the case of a Lender, with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, the Finance Documents or any Obligor;

ATH-#4163467-v4

120

	(d)	to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation;

	(e)	in order to preserve or enforce any rights any Finance Party may have under the Security Documents;

	(f)	which is a rating agency (including its professional advisers) or such Finance Party’s professional advisers (including auditors, lawyers, accountants, surveyors, valuers, insurers, insurance advisors and brokers); or

	(g)	in the case of the Security Agent, in the course of the performance of its functions under the Finance Documents,

		any information about any Obligor, the Group and the Finance Documents as that Finance Party shall consider appropriate; and any Finance Party may disclose (with the consent of the Borrowers) to any other person not included in paragraphs (a) - (g) above, any information about any Obligor, the Group and the Finance Documents as that Finance Party shall consider appropriate.

41.3		Disclosure to numbering service providers

41.3.1		Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Obligors the following information:

	(a)	names of Obligors;

	(b)	country of domicile of Obligors;

	(c)	place of incorporation of Obligors;

	(d)	date of this Agreement;

	(e)	clause 42 (Governing law) ;

	(f)	the names of the Agent and the Arranger;

	(g)	date of each amendment and restatement of this Agreement;

	(h)	amount of Total Commitments;

	(i)	currency of the Facility;

	(j)	type of the Facility;

	(k)	ranking of the Facility;

	(l)	the term of the Facility;

	(m)	changes to any of the information previously supplied pursuant to paragraphs (a) to (l) above; and

	(n)	such other information agreed between such Finance Party and the Borrowers,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

ATH-#4163467-v4

121

41.3.2		The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

41.3.3		The Borrowers represent that none of the information set out in clauses 41.3.1(a) to 41.3.1(m) above is, nor will at any time be, unpublished price-sensitive information.

41.3.4		The Agent shall notify the Borrowers and the other Finance Parties of:

	(a)	the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facility and/or one or more Obligors; and

	(b)	the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more Obligors by such numbering service provider.

41.4		Entire agreement

		This clause 41 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

41.5		Inside information

		Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

41.6		Continuing obligations

		The obligations in this clause 41 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve months from the earlier of:

	(a)	the date on which all amounts payable by the Obligors under or in connection with the Finance Documents have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

	(b)	the date on which such Finance Party otherwise ceases to be a Finance Party.

ATH-#4163467-v4

122

Section 11 – GOVERNING LAW AND ENFORCEMENT

42		Governing law

		This Agreement and any non-contractual obligations connected with it are governed by English law.

43		Enforcement

43.1		Jurisdiction of English courts

43.1.1		The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement or any non-contractual obligations connected with it (including a dispute regarding the existence, validity or termination of this Agreement) (a Dispute ).

43.1.2		The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

43.1.3		This clause 43.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

43.2		Service of process

		Without prejudice to any other mode of service allowed under any relevant law, each Obligor which is a Party:

	(a)	irrevocably appoints the person named in Schedule 1 ( The original parties ) as that Obligor’s English process agent as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document;

	(b)	agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned; and

	(c)	if any person appointed as process agent for an Obligor is unable for any reason to act as agent for service of process, that Obligor must immediately (and in any event within ten days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

ATH-#4163467-v4

123

Schedule 1
The original parties

Borrowers

Name :		GAS-nineteen Ltd.

Jurisdiction of incorporation		Bermuda

Registration number ( or equivalent, if any )		48943

English process agent ( if not incorporated in England )		Unisea Maritime Ltd.

Registered office		Clarendon House, 2 Church Street, Hamilton HM11, Bermuda

Address for service of notices		Simon Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco

Name :		GAS-twenty Ltd.

Jurisdiction of incorporation		Bermuda

Registration number ( or equivalent, if any )		48942

English process agent ( if not incorporated in England )		Unisea Maritime Ltd.

Registered office		Clarendon House, 2 Church Street, Hamilton HM11, Bermuda

Address for service of notices		Simon Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco

Name :		GAS-twenty one Ltd.

Jurisdiction of incorporation		Bermuda

Registration number ( or equivalent, if any )		48941

English process agent ( if not incorporated in England )		Unisea Maritime Ltd.

Registered office		Clarendon House, 2 Church Street, Hamilton HM11, Bermuda

Address for service of notices		Simon Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco

ATH-#4163467-v4

124

GasLog

Name of GasLog		GasLog Ltd.

Jurisdiction of incorporation		Bermuda

Registration number ( or equivalent, if any )		33928

English process agent ( if not incorporated in England )		Unisea Maritime Ltd.

Registered office		Clarendon House, 2 Church Street, Hamilton HM11, Bermuda

Address for service of notices		Simon Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco

GasLog Carriers

Name of GasLog Carriers		GasLog Carriers Ltd.

Jurisdiction of incorporation		Bermuda

Registration number ( or equivalent, if any )		41493

English process agent ( if not incorporated in England )		Unisea Maritime Ltd.

Registered office		Clarendon House, 2 Church Street, Hamilton HM11, Bermuda

Address for service of notices		Simon Crowe, c/o Gaslog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco

The Agent

Name	Citibank International Plc

Facility Office, address, fax number and attention details for notices and account details for payments	Address:	Loans Agency (AO), 5 ^th Floor, Citigroup Centre, 25 Canada Square, Canary Wharf, London E14 5LB, United Kingdom

	Fax: Attention:	+44 20 7492 3980 Loans Agency, Agent Office

ATH-#4163467-v4

125

The Security Agent

Name	Citibank, N.A., London Branch

Facility Office, address, fax number and attention details for notices and account details for payments	Address:	Citigroup Centre, 33 Canada Square, Canary Wharf, London E14 5LB, United Kingdom

	Fax: Attention:	+44(0) 207 500 5877 Agency & Trust

The Original Lenders

Name	Citibank International Plc., London Branch

Commitment ($)	$65,200,000

Name	Nordea Bank Finland Plc, London Branch

Commitment ($)	$65,100,000

Name	DVB Bank America N.V.

Commitment ($)	$65,100,000

Name	ABN AMRO Bank N.V.

Commitment ($)	$65,100,000

Name	Commonwealth Bank of Australia

Commitment ($)	$65,000,000

TOTAL	$325,500,000

ATH-#4163467-v4

126

Schedule 2
Ship information

Owner:		GAS-nineteen Ltd.

Name:		m.v. “ Methane Alison Victoria ”

Size, type and builder:		145,000m3, Gas Carrier, Samsung Heavy Industries Co. Ltd

Official Number:		737921

IMO Number:		9321768

Seller:		Brazil Shipping II Limited, 100 Thames Valley Park Drive, Reading, RG6 1PT, Company No. 07519965

Date and description of Contract:

Contract Price:		$155,000,000

Ship Commitment:		$108,500,000

Flag State		Bermuda

Charter description:		time charter dated

Charterer:		Methane Services Limited, a UK company

Classification:		ABS Class Notations +A1,Liquefied Gas Carrier, ,(E) ,+AMS, +ACCU,NIBS,TCM,FL 40,SH,SH-DLA,SHCM ABS Additional Notations: RRDA,CRC, SFA 40,RW

Classification Society:		ABS

Major Casualty Amount:		$2,000,000

Owner:		GAS-twenty Ltd.

Name:		m.v. “ Methane Shirley Elisabeth ”

Size, type and builder:		145,000m3, Gas Carrier, Samsung Heavy Industries Co. Ltd

Official Number:		737920

IMO Number:		9321756

Seller:		Brazil Shipping II Limited, 100 Thames Valley Park Drive, Reading, RG6 1PT, Company No. 07519965

Date and description of Contract:

Contract Price:		$155,000,000

ATH-#4163467-v4

127

Ship Commitment:		$108,500,000

Flag State		Bermuda

Charter description:		time charter dated

Charterer:		Methane Services Limited, a UK company

Classification:		ABS Class Notations +A1,Liquefied Gas Carrier, ,(E) ,+AMS, +ACCU,NIBS,TCM,FL 40,SH,SH-DLA,SHCM ABS Additional Notations: RRDA,CRC, SFA 40,RW

Classification Society:		ABS

Major Casualty Amount:		$2,000,000

Owner:		GAS-twenty one Ltd.

Name:		m.v. “ Methane Heather Sally ”

Size, type and builder:		145,000m3, Gas Carrier, Samsung Heavy Industries Co. Ltd

Official Number:		737922

IMO Number:		9321744

Seller:		Brazil Shipping II Limited, 100 Thames Valley Park Drive, Reading, RG6 1PT, Company No. 07519965

Date and description of Contract:

Contract Price:		$155,000,000

Ship Commitment:		$108,500,000

Flag State		Bermuda

Charter description:		time charter dated

Charterer:		Methane Services Limited, a UK company

Classification:		ABS Class Notations +A1,Liquefied Gas Carrier, ,(E) ,+AMS, +ACCU,NIBS,TCM,FL 40,SH,SH-DLA,SHCM ABS Additional Notations: RRDA,CRC, SFA 40,RW

Classification Society:		ABS

Major Casualty Amount:		$2,000,000

ATH-#4163467-v4

128

Schedule 3
Conditions precedent

Part 1

Initial conditions precedent

Original Obligors’ corporate documents

(a)

A copy of the Constitutional Documents of each Original Obligor.

(b)

A copy of a resolution of the board of directors of each Original Obligor (or any committee of such board empowered to approve and authorise the following matters):

(i)

approving the terms of, and the transactions contemplated by, the Finance Documents and the Charter Document for each Ship ( Relevant Documents ) to which it is a party and resolving that it execute the Relevant Documents;

(ii)

authorising a specified person or persons to execute the Relevant Documents on its behalf; and

(iii)

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Relevant Documents to which it is a party.

(c)

If applicable, a copy of a resolution of the board of directors of the relevant company, establishing any committee referred to in paragraph (b) above and conferring authority on that committee.

(d)

(If a requirement under the Constitutional Documents of each Original Obligor or under Bermudian law) a copy of a resolution signed by all the holders of the issued shares in each Original Obligor, approving the terms of, and the transactions contemplated by, the Relevant Documents to which such Obligor is a party.

(e)

(If a requirement under the Constitutional Documents of each Original Obligor or under Bermudian law) A copy of a resolution of the board of directors of each corporate shareholder of each Original Obligor approving the terms of the resolution referred to in paragraph (e) above.

(f)

A copy of any power of attorney under which any person is to execute any of the Relevant Documents on behalf of any Original Obligor.

Legal opinions

(a)

A legal opinion of Norton Rose Fulbright Greece addressed to the Arranger, the Security Agent and the Agent on matters of English law, substantially in the form approved by the Agent and the Security Agent prior to signing this Agreement.

(b)

A legal opinion of the legal advisers to the Arranger, the Security Agent and the Agent in England and also each jurisdiction in which an Obligor is incorporated and/or which is or is to be the Flag State of a Ship, or in which an Account opened at Utilisation is established or which governs any assets which are to be the subject of a Security Interest substantially in the form approved by the Agent and the Security Agent prior to signing this Agreement.

ATH-#4163467-v4

129

Legal and beneficial ownership

The Agent shall have received from the Obligors in writing details of the name, company number and current legal and ultimate beneficial owners of the Relevant Company in form and substance acceptable to the Agent.

Miscellaneous documents and evidence

(a)

Evidence that any process agent referred to in clause 43.2 ( Service of process ) or any equivalent provision of any other Finance Document entered into on or before the first Utilisation Date, if not an Original Obligor, has accepted its appointment.

(b)

A certificate of GasLog (signed by an officer) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any other Original Obligor to be exceeded.

(c)

A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in Part 1 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement and that any such resolutions or power of attorney have not been revoked.

(d)

A specimen of the signature of each person authorised by the resolution referred to in paragraph 1(b) of Part 1 of this Schedule.

(e)

A copy of any other authorisation or other document, opinion or assurance which the Agent (acting on the instructions of the Majority Lenders) considers to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

(f)

The Original Financial Statements.

(g)

Any Fee Letters duly executed and evidence that the fees, commissions, costs and expenses then due from the Borrowers pursuant to clause 11 ( Fees ) and clause 16 ( Costs and expenses ) have been paid or will be paid by the first Utilisation Date.

Bank Accounts

Evidence that any Account required to be established under clause 25 ( Bank accounts ) has been opened and established, that any Account Security in respect of each such Account has been executed and delivered by the relevant Account Holder(s) in favour of the Security Agent and/or any other Finance Party and that any notice required to be given to an Account Bank under that Account Security has been given to it and acknowledged by it in the manner required by that Account Security and that an amount has been credited to it.

“Know your customer” information

Such documentation and information as any Finance Party may reasonably request through the Agent or as the Security Agent may reasonably require (including specimen signatures) to comply with “know your customer” or similar identification procedures under all laws and regulations applicable to that Finance Party.

Finance Documents

(a)

The Guarantees duly executed by the Obligors.

(b)

Duly executed notices of assignment and acknowledgements of those notices as required by any of the above Security Documents.

ATH-#4163467-v4

130

Part 2

Ship and security conditions precedent

Security

(a)

The Mortgage, the Deed of Covenant and the Charter Assignment in respect of the relevant Ship, each duly executed by the relevant Owner.

(b)

The Quiet Enjoyment Agreement in respect of the relevant Ship, each duly executed by the relevant Charterer, the Security Agent and the relevant Owner.

(c)

Any Manager’s Undertaking required pursuant to the Finance Documents duly executed by each Manager of the relevant Ship.

(d)

Duly executed notices of assignment and acknowledgements of those notices as required by any of the above Security Documents or this Agreement.

Delivery and registration of Ship

Evidence that the relevant Ship:

(a)

is legally and beneficially owned by the relevant Owner and registered provisionally in the name of the relevant Owner through the relevant Registry as a Bermudian flagged ship under the laws and flag of the relevant Flag State;

(b)

is operationally seaworthy and in every way fit for service;

(c)

is classed with the relevant Classification free of all overdue requirements and recommendations of the relevant Classification Society;

(d)

is insured in the manner required by the Finance Documents; and

(e)

is free of any other charter commitment which would require approval under the Finance Documents,

and there is no Event of Default under clause 27.22 ( Charters ) nor would result from, or occur immediately after, the relevant Utilisation.

Mortgage registration

Evidence in respect of the relevant Ship that the Mortgage has been registered against the relevant Ship as a first priority mortgage through the relevant Registry under the laws and flag of the relevant Flag State.

Legal opinions

The following further legal opinions, each addressed to the Arranger and the Security Agent:

(a)

a legal opinion of Norton Rose Fulbright Greece on matters of English law, substantially in the form approved by the Agent and the Security Agent prior to signing this Agreement in relation to Security Documents.

(b)

a legal opinion of the legal advisers to the Security Agent and the Agent in each jurisdiction in which an Obligor is incorporated and/or which is or is to be the Flag State of the Ship, approved by the Agent and the Security Agent prior to signing this Agreement.

ATH-#4163467-v4

131

Insurance

In relation to the relevant Ship’s Insurances:

(a)

an opinion from insurance consultants appointed by the Agent on such Insurances;

(b)

evidence that such Insurances have been placed in accordance with clause 23 ( Insurance ); and

(c)

evidence that approved brokers, insurers and/or associations have issued or will issue letters of undertaking in favour of the Security Agent in an approved form in relation to the Insurances.

ISM and ISPS Code

Copies of:

(a)

the document of compliance issued in accordance with the ISM Code to the person who is the operator of the relevant Ship for the purposes of that code;

(b)

the safety management certificate in respect of the relevant Ship issued in accordance with the ISM Code;

(c)

the international ship security certificate in respect of the relevant Ship issued under the ISPS Code;

(d)

If so requested by the Agent, any other certificates issued under any applicable code required to be observed by the relevant Ship or in relation to its operation under any applicable law.

Fees and expenses

Evidence that the fees, commissions, costs and expenses that are due from the Borrowers pursuant to clause 11 ( Fees ) and clause 16 ( Costs and expenses ) have been paid or will be paid by the relevant Utilisation Date.

Survey report

(If required by the Agent) A survey report from approved surveyors obtained not more than 10 days before the relevant Utilisation Date evidencing that the relevant Ship is seaworthy and capable of safe operation.

Environmental matters

Copies of the relevant Ship’s certificate of financial responsibility and vessel response plan required under United States law and evidence of their approval by the appropriate United States government entity and (if requested by the Agent) an environmental report in respect of the relevant Ship from an approved person.

Withholding Tax

If relevant, assurance that any withholding tax will be paid or application to the tax authorities in any Relevant Jurisdiction is or will be sent.

Delivery

Evidence that the relevant Ship has been delivered to, and accepted by, the relevant Owner under the Contract, that the Contract Price has been paid in full (or will be paid forthwith upon release of the Loan proceeds), that the title of the relevant Seller to the Ship has been deleted from the current registry of ships (or will be deleted within 2 days from Delivery) and that the bill

ATH-#4163467-v4

132

of sale, the protocol of delivery and acceptance and any other documents to be delivered and exchanged between the parties under the Contract of the relevant Ship upon its Delivery, have been duly executed and delivered and exchanged between them in form and substance satisfactory the Agent.

Value of Security

Valuations of the relevant Ship obtained (not more than six (6) weeks before the relevant Utilisation Date) in accordance with clause 24 ( Minimum security value ) evidencing compliance with clause 5.3 ( Currency and amount ) and clause 24 ( Minimum security value ) (including immediately after the relevant Utilisation).

Additional opinions

Any other document, authorisation, opinion or assurance required by the Agent.

Charters

(a)

The Charters for each of the Ships duly executed, on such terms, including as to:

(i)

the identity of the Charterers;

(ii)

the charter rates (which shall be a net daily charter hire of no less than ***** under each Charter and of no less than ***** for any extension period);

(iii)

the charter tenors (which in any event will be no less than 78 months under the Charter in relation to m.v. [ l ] , 72 months under the Charter in relation to m.v. [ l ] and 66 months under the Charter in relation to m.v. Methane Alison Victoria and, in respect of at least two of the Charters, will include a Charterer’s option to extend for at least 36 months);

and otherwise in form and substance satisfactory to the Majority Lenders in their absolute discretion.

(b)

The Quiet Enjoyment Agreements for each such Ship duly executed by the relevant Owners, the Security Agent and the relevant Charterers.

(c)

Such evidence as the Agent may require (to be arranged by Norton Rose Fulbright) as to the due execution of each of the Charter Documents and the Quiet Enjoyment Agreements for each such Ship, as to the due incorporation of the relevant Charterer and any other party to the Charter Documents (other than an Obligor) and the Quiet Enjoyment Agreements in relation to each such Ship, their power and authority to enter into and perform those documents and the authorisation of their entry into them.

Contracts, Charter Documents and managements agreements

A copy, certified by an approved person to be a true and complete copy, of the Contract, any Charter Documents and of any management agreements entered into between each Borrower and a Manager (or another approved manager), each to be in an approved form.

ATH-#4163467-v4

133

Schedule 4
Utilisation Request

From:	GAS- nineteen Ltd.
	GAS- twenty Ltd.
	GAS- twenty one Ltd.

To:	Citibank International plc
	(as Agent)

Dated:	[ l ] May 2014

Dear Sirs

$325,500,000

Facility Agreement dated [ · ] May 2014 (the Agreement)

We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

We wish to borrow an Advance on the following terms:

	Proposed Utilisation Date:		[ · ] (or, if that is not a Business Day, the next Business Day)

	Amount:		$[ · ]

	Interest Period:		[ · ] months

	Payment instructions		[ · ]

We confirm that each condition specified in clause 4.4 ( Further conditions precedent ) is satisfied on the date of this Utilisation Request.

This Advance is part of the Ship Commitment for m.v. [Methane Alison Victoria] [Methane Shirley Elisabeth] [Methane Heather Sally] and the purpose of this Advance is [ specify purpose complying with clause 3 of the Agreement ] and its proceeds should be credited to [ · ] [ specify account ].

This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

GAS- nineteen Ltd.

GAS- twenty Ltd.

GAS- twenty one Ltd.

ATH-#4163467-v4

134

Schedule 5
Selection Notice

From:	GAS- nineteen Ltd.
	GAS- twenty Ltd.
	GAS- twenty one Ltd.

To:	Citibank International plc
	(as Agent)

Dated:	[ l ] May 2014

Dear Sirs

$325,500,000

Facility Agreement dated [ · ] May 2014 (the Agreement)

We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

We request that the next Interest Period for the Advance in relation to m.v. [Methane Alison Victoria] [Methane Shirley Elisabeth] [Methane Heather Sally] be [ l ] months.

This Selection Notice is irrevocable.

Yours faithfully

authorised signatory for

GAS- nineteen Ltd.

GAS- twenty Ltd.

GAS- twenty one Ltd.

ATH-#4163467-v4

135

Schedule 6
Form of Transfer Certificate

To:	[ Citibank International plc] as Agent

From:	[ The Existing Lender ] (the Existing Lender ) and [ The New Lender ] (the New Lender )

Dated:

$325,500,000 Facility Agreement dated [ · ] May 2014 as amended, supplemented and restated to date ( the “Agreement” )

We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

We refer to clause 28.5 ( Procedure for transfer ):

(a)

The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment(s) and participations in the Loan under the Agreement as specified in the Schedule.

(b)

The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender’s Commitment(s) and participations in the Loan under the Agreement specified in the Schedule.

(c)

The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

(d)

The proposed Transfer Date is [ · ].

(e)

The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of clause 35.2 (Addresses) are set out in the Schedule.

The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in clause 28.4 ( Limitation of responsibility of Existing Lenders ).

The New Lender confirms that it is [not] a Borrower’s Affiliate.

This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

[ Consider including reference to accession to an intercreditor agreement, mortgage or other Finance Documents to which Lenders may need to be party and checklist of steps necessary for the New Lender to obtain the benefit of the Security Documents .]

This Transfer Certificate and any non-contractual obligations connected with it are governed by English law.

This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

Note: The execution of this Transfer Certificate alone may not assign a proportionate share of the Existing Lender’s interest in the Security Interests constituted by the Security Documents in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect an assignment of such a share in the Existing Lender’s interest in the Security Interests constituted by the Security Documents in

ATH-#4163467-v4

136

any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

ATH-#4163467-v4

137

The Schedule

Commitment/rights to be assigned and obligations to be assumed

[ insert relevant details ]

Facility Office address, fax number

and attention details for notices and account details for payments

[ insert relevant details ]

[ *Existing Lender* ]	[ *New Lender* ]

By:	By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed to be as stated above.

[ Agent ]

By:

ATH-#4163467-v4

138

Schedule 7
Forms of Notifiable Debt Purchase Transaction Notice

Part 1

Form of Notice on Entering into Notifiable Debt Purchase Transaction

To:	Citibank International plc as Agent

From:	[The Lender]

Dated:

$325,500,000 Facility Agreement dated [ · ] May 2014 as amended, supplemented and restated to date (the “Facility Agreement”)

We refer to clause 29.2.3 of the Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this notice unless given a different meaning in this notice.

We have entered into a Notifiable Debt Purchase Transaction.

The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment(s) as set out below.

	Commitment		Amount of our Commitment to which Notifiable Debt Purchase Transaction relates

	[ · ]		[insert amount (of Commitment) to which the relevant Debt Purchase Transaction applies]

[Lender]

By:

ATH-#4163467-v4

139

Part 2

Form of Notice on Termination of Notifiable Debt Purchase Transaction / Notifiable Debt Purchase Transaction ceasing to be with Borrower Affiliate

To:	Citibank International plc as Agent

From:	[The Lender]

Dated:

$325,500,000 Facility Agreement dated [ · ] May 2014 as amended, supplemented and restated to date (the “Facility Agreement”)

We refer to clause 29.2.4 of the Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this notice unless given a different meaning in this notice.

A Notifiable Debt Purchase Transaction which we entered into and which we notified you of in a notice dated [ ] has [terminated]/[ceased to be with a Borrower Affiliate].

The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment(s) as set out below.

	Commitment		Amount of our Commitment to which Notifiable Debt Purchase Transaction relates (Base Currency)

	[ · ]		[insert amount (of Commitment) to which the relevant Debt Purchase Transaction applies]

[Lender]

ATH-#4163467-v4

140

SIGNATURES

THE BORROWERS

GAS-nineteen Ltd.	) /s/ Graham Westgarth
By: Graham Westgarth	)

GAS-twenty Ltd.	) /s/ Graham Westgarth
By: Graham Westgarth	)

GAS-twenty one Ltd.	) /s/ Graham Westgarth
By: Graham Westgarth	)

ATH-#4163467-v4

141

THE ARRANGER

CITIBANK, N.A., LONDON BRANCH	) /s/ V. Maroulas
By: V. Maroulas	)

THE BOOKRUNNER

CITIBANK, N.A., LONDON BRANCH	) /s/ V. Maroulas
By: V. Maroulas	)

THE AGENT

CITIBANK INTERNATIONAL PLC	) /s/ Steve Wright
By:	)

THE SECURITY AGENT

CITIBANK, N.A., LONDON BRANCH	)
By:	)

THE LENDERS

CITIBANK INTERNATIONAL PLC, LONDON BRANCH	) /s/ V. Maroulas
By: V. Maroulas	)

ATH-#4163467-v4

142

THE ARRANGER

CITIBANK, N.A., LONDON BRANCH	)
By: V. Maroulas	)

THE BOOKRUNNER

CITIBANK, N.A., LONDON BRANCH	)
By: V. Maroulas	)

THE AGENT

CITIBANK INTERNATIONAL PLC	)
By:	)

THE SECURITY AGENT

CITIBANK, N.A., LONDON BRANCH	) /s/ Angela Benetazzo
By:	)

THE LENDERS

CITIBANK INTERNATIONAL PLC, LONDON BRANCH	)
By: V. Maroulas	)

ATH-#4163467-v4

142

NORDEA BANK FINLAND PLC, LONDON BRANCH	)
By: Niki Alexandrou	) /s/ Niki Alexandrou

DVB BANK AMERICA N.V.	)
By: Niki Alexandrou	) /s/ Niki Alexandrou

ABN AMRO Bank N.V.	)
By: Niki Alexandrou	) /s/ Niki Alexandrou

ATH-#4163467-v4

143

COMMONWEALTH BANK OF AUSTRALIA	)
By: Simon Baker	) /s/ Simon Baker

ATH-#4163467-v4

144

EXHIBIT 4.16

Private & Confidential

Dated 14 May 2014

Guarantor
GASLOG LTD.

Mortgagee
CITIBANK, N.A., LONDON BRANCH

CORPORATE GUARANTEE

ATH-#4164581-v2

Contents

Clause		Page

1	Definitions and interpretation	1

2	Guarantee	1

3	Perfection and protection of Guarantee	2

4	Guarantee protections	2

5	Financial covenants	4

6	Negative Covenants	7

7	Benefit of Deed	7

8	Governing law and enforcement	7

Schedule 1 Guarantor Information		9

Schedule 2 Form of Compliance Certificate		10

ATH-#4164581-v2

THIS DEED is dated 14 May 2014 and made between:

	(1)		GASLOG LTD. (as described in more detail in Schedule 1) (the Guarantor ); and

	(2)		CITIBANK, N.A., LONDON BRANCH acting in its capacity as security agent and as trustee for the Finance Parties (the Mortgagee ).

IT IS AGREED as follows:

1		Definitions and interpretation

1.1		Terms defined in the Facility Agreement have, unless defined differently in this Deed, the same meaning when used in this Deed. In addition, in this Deed:

		Facility Agreement means the agreement described in Schedule 1 as it may from time to time be amended, restated, novated or replaced (however fundamentally, including by an increase of any size in any facility made available under it, the alteration of the nature, purpose or period of any such facility or the change of its parties).

		Secured Obligations means the indebtedness and obligations undertaken to be paid or discharged by the Obligors under the Finance Documents.

1.2		Clauses 1.2 ( Construction ), 1.3 ( Third party rights ) and 1.4 ( Finance Documents ) of the Facility Agreement and any other provision of the Facility Agreement which, by its terms, purports to apply to all of the Finance Documents and/or any Obligor shall apply to this Deed as if set out in it but with all necessary changes and as if references in the provision to Finance Documents referred to this Deed. For the avoidance of doubt, by virtue of clause 1.4 of the Facility Agreement ( Finance Documents ), the Guarantor confirms that the representations and warranties and undertakings concerning the Guarantor and/or this Deed made or deemed repeated under the Facility Agreement are true and correct.

1.3		The Guarantor confirms it has read and agrees the terms of the Facility Agreement.

2		Guarantee

2.1		The Guarantor irrevocably and unconditionally:

			(a)	guarantees to the Mortgagee that it shall, on demand by the Mortgagee, pay or otherwise discharge the Secured Obligations of each other Obligor;

			(b)	undertakes with the Mortgagee that whenever another Obligor does not pay or discharge any of the Secured Obligations when they become due for payment or discharge, it shall immediately on demand do so itself, as if it was the principal obligor; and

			(c)	agrees that it will, as an independent and primary obligation, indemnify the Mortgagee immediately on demand against any cost, loss or liability it incurs (i) if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal where such cost, loss or liability arises as a result of the Borrowers not paying any amount which would, but for such unenforceability, invalidity or illegality have been payable by them under any Finance Document on the date when it would have been due, or (ii) if as a result (directly or indirectly) of the introduction of or any change in (or the interpretation, administration or application of) any law or regulation, or compliance with any law, regulation or administrative procedure made after entry into this Deed (a Change in Law ), there is a change in the currency, the value of the currency or the timing, place or manner in which any obligation guaranteed by the Guarantor is payable.

ATH-#4164581-v2

	The amount payable by the Guarantor under this indemnity:

	(A)	in respect of paragraph (i) above, shall be the amount it would have had to pay under this clause 2 if the amount claimed had been recoverable on the basis of a guarantee but for any relevant unenforceability, invalidity or illegality, and

	(B)	in respect of paragraph (ii) above, shall include (1) the difference between (x) the amount (if any) received by the Mortgagee and the other Finance Parties from the Borrowers and (y) the amount that the Borrowers were obliged to pay under the original express terms of the Finance Documents in the currency specified in the Finance Documents, disregarding any Change in Law (the Original Currency ), and (2) all further costs, losses and liabilities suffered or incurred by the Mortgagee and the other Finance Parties as a result of a Change in Law.

	For the purposes of (1)(x) above, if payment was not received by the Mortgagee or the other Finance Parties in the Original Currency, the amount received by the Mortgagee and the other Finance Parties shall be deemed to be that payment’s equivalent in the Original Currency converted, actually or notionally at the Mortgagee’s discretion, on the day of receipt at the then prevailing spot rate of exchange of the Mortgagee or if, in the Mortgagee’s opinion, it could not reasonably or properly have made a conversion on the day of receipt of the equivalent of that payment in the Original Currency, that payment’s equivalent as soon as the Mortgagee could, in its opinion, reasonably and properly have made a conversion of the Original Currency with the currency of payment.

	If the Original Currency no longer exists, the Guarantor shall make such payment in such currency as is, in the reasonable opinion of the Mortgagee, required, after taking into account any payments by the Borrowers, to place the Mortgagee and the other Finance Parties in a position reasonably comparable to that it would have been in had the Original Currency continued to exist.

2.2		Nothing in clause 2.1 shall be construed as constituting a guarantee by any Obligor of its own obligations.

2.3		The undertakings of the Guarantor under this clause 2 and the other provisions of this Deed are given to the Mortgagee as security agent and trustee for the Finance Parties.

2.4		The guarantee is given with the benefit of clause 4 ( Guarantee protections ) and the other provisions of this Deed.

Perfection and protection of Guarantee

Without prejudice to clause 19.8 of the Facility Agreement ( Further assurance ) the Guarantor shall, as soon as reasonably practicable, deposit all such documents and do all such things as the Mortgagee may reasonably require in order to facilitate the enforcement of this Deed or the exercise of any rights held by the Mortgagee under this Deed.

Guarantee protections

4.1		This Deed and the obligations of the Guarantor under this Deed are a continuing guarantee and shall extend to the ultimate balance owing in respect of the Secured Obligations, regardless of any intermediate payment or discharge in whole or in part.

4.2		If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the Secured Obligations or any security for them or otherwise) is avoided or reduced as a result of insolvency or any similar event:

(a)

the liability of the Guarantor under this Deed shall continue as if the payment, release, avoidance or reduction had not occurred; and

ATH-#4164581-v2

(b)

the Mortgagee shall be entitled to recover the value or amount of that security or payment from the Guarantor, as if the payment, discharge, avoidance or reduction had not occurred.

4.3

The obligations of the Guarantor under this Deed shall not be affected by any act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this Deed (without limitation and whether or not known to it or to the Mortgagee or any other Finance Party) including:

			(a)	any time, waiver or consent granted to, or composition with, any Obligor or any other person;

			(b)	the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any other Obligor;

			(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

			(d)	any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of, any Obligor or any other person;

			(e)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security;

			(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

			(g)	any insolvency or similar proceedings.

4.4		The Guarantor waives any right it may have of first requiring the Mortgagee or any other Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Deed. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

4.5		Until the Secured Obligations have been irrevocably and unconditionally discharged in full, the Mortgagee and each other Finance Party (or any trustee or agent on its behalf) may:

			(a)	refrain from applying or enforcing any other money, security or rights held or received by it (or any trustee or agent on its behalf) in respect of the Secured Obligations, or apply and enforce the same in the manner and order it thinks fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and

			(b)	hold in an interest-bearing suspense account any money received from the Guarantor or on account of its liability under this Deed.

4.6

Until all the Secured Obligations have irrevocably been paid in full and unless the Mortgagee otherwise directs, the Guarantor shall not exercise any rights (including rights of set-off) which it may have by reason of performance by it of its obligations under the Finance Documents:

			(a)	to be indemnified or reimbursed by another Obligor;

			(b)	to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents; or

ATH-#4164581-v2

	(c)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party.

If the Guarantor receives any benefit, payment or distribution in relation to such rights it will promptly pay an equal amount to the Mortgagee for application in accordance with clause 30.24 ( Order of Application ) of the Facility Agreement. This only applies until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full.

4.7

Until all the Secured Obligations have irrevocably and unconditionally been paid in full and unless the Mortgagee otherwise directs, the Guarantor shall be entitled to declare and pay dividends or other distributions or payments (whether in cash or in specie), including any interest and/or unpaid dividends, to its shareholders, in respect of its equity or any other share capital or warrants for the time being in issue, provided that (a) no Default shall have occurred at the time of declaration or payment of such dividend, distribution or payment nor would occur as a result of the declaration or payment of such dividend, distribution or payment and (b) that following payment of such dividend, distribution or payment the Guarantor holds (on a consolidated basis) Cash and Cash Equivalents of at least four per cent. of Total Indebtedness.

4.8		This Deed is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

4.9		The Guarantor shall ensure that the shares in the equity share capital of the Guarantor shall be and remain listed on an Approved Exchange.

4.10		The Guarantor shall not (without the prior written consent of the Mortgagee) issue shares or other equity interests to anyone in a manner that causes or permits a Change of Control or an Event of Default under clause 27.21 ( Legal and beneficial ownership ).

Financial covenants

The undertakings in this clause 5 remain in force during the Facility Period.

5.1

Financial definitions

In this clause 5:

Cash and Cash Equivalents means cash in hand, deposits with banks which are repayable on demand, short term, highly liquid investments which are readily convertible into known amounts of cash with original maturities of three months or less that are subject to an insignificant risk of change in value but exclude (a) any cash that is specifically blocked and charged and (b) cash standing to the credit of any blocked account and charged to the Mortgagee and/or any other Finance Party pursuant to any Finance Document.

Compliance Certificate means the certificate substantially in the form set out in Schedule 2 to this Guarantee ( Form of Compliance Certificate ) or otherwise approved.

Current Assets means “Current Assets” of the GasLog Group calculated in the same manner as shown in the Year 2012 Financial Statements of the GasLog Group.

Current Liabilities means the “Current Liabilities” of the GasLog Group calculated in the same manner as shown in the Year 2012 Financial Statements of the GasLog Group.

Current Portion of Loans shall have the meaning given to such term in the Year 2012 Financial Statements of the GasLog Group.

ATH-#4164581-v2

Debt Service means, for any financial period of the GasLog Group, the sum to be the aggregate amount of principal, interest thereon and all other amounts which shall fall due and will be paid by the Guarantor and its Subsidiaries in such period in respect of Total Indebtedness;

EBITDA means, in respect of any period, the consolidated profit on ordinary activities of the GasLog Group before taxation for such period:

			(a)	adjusted to exclude Interest Receivable and Interest Payable and other similar income or costs to the extent not already excluded;

			(b)	adjusted to exclude any gain or loss realised on the disposal of fixed assets (whether tangible or intangible);

			(c)	after adding back depreciation and amortisation charged which relates to such period;

			(d)	adjusted to exclude any exceptional or extraordinary costs or income; and

			(e)	after deducting any profit arising out of the release of any provisions against a liability or charge and adding back any provision relating to long term assets or contracts.

GasLog Group means the Guarantor and its Subsidiaries for the time being and, for the purposes of this clause 5, any other entity required to be treated as a subsidiary in its consolidated accounts in accordance with GAAP and/or any applicable law.

Interest means, in respect of any specified Financial Indebtedness, all continuing regular or periodic costs, charges and expenses incurred in effecting, servicing or maintaining such Financial Indebtedness including:

		(a)	gross interest, commitment fees, discount and acceptance fees and guarantee, fronting and ancillary facility fees payable or incurred on any form of such Financial Indebtedness; and

		(b)	arrangement fees or other up front fees.

Interest Payable means, in respect of any period, the aggregate (calculated on a consolidated basis) of:

		(a)	the amounts charged and posted (or estimated to be charged and posted) as a current accrual accrued during such period in respect of members of the GasLog Group by way of Interest on all Financial Indebtedness, but excluding any amount accruing as interest in-kind (and not as cash pay) to the extent capitalised as principal during such period; and

		(b)	net payments in relation to interest rate or currency hedging arrangements in respect of Financial Indebtedness (after deducting net income in relation to such interest rate or currency hedging arrangements).

Interest Receivable means, in respect of any period, the amount of Interest accrued on cash balances of the GasLog Group (including the amount of interest accrued on the Accounts, to the extent that the account holder is entitled to receive such interest) during such period.

Market Adjusted Net Worth means Total Market Adjusted Assets less Total Indebtedness.

ATH-#4164581-v2

Maximum Leverage means the figure calculated using the following formula:

Maximum Leverage =	Total Indebtedness
	Total Assets

Total Assets means the amount of total assets of the GasLog Group on a consolidated basis as determined in accordance with GAAP and calculated in the same manner as shown in the Year 2012 Financial Statements of the GasLog Group.

Total Indebtedness means the aggregate Financial Indebtedness (on a consolidated basis) of the GasLog Group as demonstrated by the Annual Financial Statements and Half-Yearly Financial Statements of the GasLog Group delivered pursuant to clause 18.1 of the Facility Agreement ( Financial statements ).

Total Market Adjusted Assets means the Total Assets adjusted upwards or downwards, as the case may be, to reflect any difference between the book value of vessels owned wholly or in part by the GasLog Group and mean valuations of such vessels provided to the Mortgagee in each Compliance Certificate conducted by two independent valuers in accordance with the provisions of clause 24.6(a), (b) and (c) of the Facility Agreement ( Basis of valuation ) as if such vessels were each the “Ship”.

Year 2012 Financial Statements of the GasLog Group means the Annual Financial Statements of the GasLog Group for the financial year ended 2012.

5.2

Financial condition

The Guarantor shall ensure that at all times:

			(a)	it will procure that Market Adjusted Net Worth shall be not less than $350,000,000;

			(b)	Current Assets shall be greater than or equal to Current Liabilities (excluding the Current Portion of Loans);

			(c)	in respect of any three month period, the ratio of EBITDA: Debt Service, on a trailing four quarter basis, shall be no less than 1.10:1;

			(d)	Maximum Leverage shall not exceed 75%; and

			(e)	Cash and Cash Equivalents shall be at least the greater of (a) $20,000,000 and (b) three per cent of Total Indebtedness.

5.3

Amendments to the financial covenants

			(a)	The Guarantor shall comply with any and all financial covenants made or given by the Guarantor in favour of persons to whom any Financial Indebtedness (whether actual or contingent) may have arisen after the date of this Guarantee, which financial covenants shall, in addition to clause 5.2 ( Financial condition ), apply mutatis mutandis as if set out in full herein.

			(b)	The Guarantor shall notify the Agent from time to time promptly after the Guarantor makes or gives such financial covenants to such persons.

			(c)	At the request of the Agent (acting on the instructions of the Lenders), the Guarantor shall enter into a supplemental agreement or amendments to this Deed to evidence any changes to this Deed pursuant to clause 5.3(a).

ATH-#4164581-v2

5.4

Financial testing and provision and contents of Compliance Certificate

			(a)	The Guarantor shall supply a Compliance Certificate to the Agent, with each set of audited consolidated Annual Financial Statements and unaudited Half-Yearly Financial Statements for the GasLog Group delivered by the Borrowers pursuant to clause 18.1 of the Facility Agreement ( Financial statements ).

			(b)	Each Compliance Certificate shall set out (in reasonable detail) computations as to compliance with this clause 5 and provide the most recent annual valuations of all the vessels owned by the GasLog Group.

			(c)	Each Compliance Certificate shall be signed by the Chief Financial Officer of the Guarantor.

			(d)	The financial covenants set out in clause 5.2 ( Financial condition ) shall be calculated in accordance with GAAP and tested upon receipt of the Annual Financial Statements and Half-Yearly Financial Statements of the GasLog Group by reference to each Compliance Certificate delivered pursuant to clause 5.4(a).

6		Negative Covenants

6.1		Negative Pledge

The Guarantor will not grant, create, permit, cause or allow to exist, any Security Interest over any of the shares in any of the Borrowers.

6.2

Dividends

The Guarantor shall not declare or pay any dividends, unless (a) at the time of declaration and payment of such dividends, Cash and Cash Equivalents are at least four per cent. of Total Indebtedness and (b) no Default has occurred at the time of declaration or payment of such dividends or would occur as a result of the same.

Benefit of Deed

The Mortgagee may assign its rights under this Deed to any person appointed as Security Agent under the Facility Agreement. It is intended that this document takes effect as a deed even though the Mortgagee may only execute it under hand.

Governing law and enforcement

8.1		This Deed and any non-contractual obligations connected with it are governed by English law.

8.2		The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed or any non-contractual obligations connected with it (including a dispute regarding the existence, validity or termination of this Deed) (a Dispute ).

8.3		The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and, accordingly, that they shall not argue to the contrary.

8.4		Clauses 8.1 and 8.2 are for the benefit of the Mortgagee only. As a result, the Mortgagee shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Mortgagee may take concurrent proceedings in any number of jurisdictions.

8.5		Without prejudice to any other mode of service allowed under any relevant law, the Guarantor:

ATH-#4164581-v2

			(a)	irrevocably appoints the person named in Schedule 1 as its agent for service of process in relation to any proceedings before the English courts in connection with this Deed;

			(b)	agrees that failure by the process agent to notify the Guarantor of the process shall not invalidate the proceedings concerned; and

			(c)	if any person appointed as process agent for the Guarantor is unable for any reason to act as agent for service of process, the Guarantor must immediately (and in any event within ten days of such event taking place) appoint another agent on terms acceptable to the Mortgagee. Failing this, the Mortgagee may appoint another agent for this purpose.

This Deed has been executed as a deed, and it has been delivered on the date stated at the beginning of this Deed.

ATH-#4164581-v2

Schedule 1
Guarantor Information

Guarantor

Name:	GasLog Ltd.

Country of incorporation:	Bermuda.

Registered number:	33928.

Registered office:	Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda.

Process agent

Name:	Unisea Maritime Ltd.

Registered office:	14 Headfort Place, London SW1X 7DH.

Address for service of notices

Address:	c/o GasLog Monaco SAM
	Gildo Pastor Center 7
	rue du Gabian
	MC98000
	Monaco.

Fax:	+377 97975124.

Attention:	Simon Crowe.

Facility Agreement

Description:	Facility Agreement.

Date:	14 May 2014.

Amount of Facility:	Up to $325,500,000.

Parties:

(a)	Borrowers:	GAS-nineteen Ltd., GAS-twenty Ltd., GAS-twenty one Ltd.

(b)	Arranger:	Citibank, N.A., London Branch

(c)	Original Lenders:	The banks and other financial institutions set out as Lenders in Schedule 1 to the Facility Agreement.

(d)	Bookrunner:	Citibank, N.A., London Branch

(e)	Agent:	Citibank International plc as agent for the other
		Finance Parties from time to time.

(f)	Security Agent:	Citibank, N.A., London Branch as security agent for the other Finance Parties from time to time.

ATH-#4164581-v2

Schedule 2

Form of Compliance Certificate

	To:		CITIBANK, N.A., LONDON BRANCH

	From:		GasLog Ltd.

	Dated:		[ · ]

	Dear Sirs

Corporate Guarantee dated [ · ] May 2014 (the Guarantee) issued in connection with a $325,500,000 Facility Agreement dated [ · ] May 2014

1		We refer to the Guarantee. This is a Compliance Certificate. Terms defined in the Guarantee have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2		We confirm that by reference to the [Half-Yearly][Annual] Financial Statements for the GasLog Group for the financial period ending on [ · ] attached hereto:

		(a)	our Market Adjusted Net Worth is $[ · ] (being $[ · ] (Total Market Adjusted Assets) less $[ · ] (Total Indebtedness)) [ *[Requirement being $350,000,000]* ];

		(b)	our Current Assets (being $[ · ]) are [not] greater than or equal to our Current Liabilities, (excluding Current Portion of Loans (being $[ · ])) [ *Requirement being that Current Assets are greater than or equal to Current Liabilities at all times (excluding Current Portion of Loans)* ];

		(c)	the ratio of EBITDA: Debt Service has been [ · ] calculated on a four quarter trailing basis (being $[•] EBITDA and $[•] Debt Service) *[Requirement being that the ratio of EBITDA to Debt Service is not less than 1.10:1 in each quarter.]* ;

		(d)	the Maximum Leverage is [ · ]% (being $[•] Total Indebtedness divided by $[•] Total Assets). *[Requirement being that the Maximum Leverage shall not exceed 75%]* ; and

		(e)	our Cash and Cash Equivalents is $[ · ] (which represents [•]% of Total Indebtedness and more than $20,000,000). *[Requirement that Cash and Cash Equivalents is, at all times, not less than the greater of (i) $20,000,000 and (ii) three per cent. of Total Indebtedness]* .

In order to demonstrate our confirmations in paragraph 2, we attach:

		(a)	two valuations of all of the vessels owned wholly or in part by the GasLog Group from [ · ] and [ · ], each being approved valuers referred to in clause 24.8 of the Facility Agreement ( Approval of valuers ) prepared in accordance with clause 24 of the Facility Agreement ( Minimum security value );

		(b)	valuations of all other assets owned wholly or in part by the GasLog Group prepared in accordance with clause 24.4 of the Facility Agreement ( Valuations procedure ); [and]

ATH-#4164581-v2

		(c)	reconciliations prepared by us as to the difference between the book value of the assets referred to in 3(a) [(and (b))] and their market values as demonstrated by the valuations referred to in 3(a) [(and (b))]; and]

		(d)	marked-to-market valuations of all Treasury Transactions entered into by a member of the GasLog Group reconciled against the [Half-Yearly][Annual] Financial Statements.

We confirm that no Event of Default is continuing. [ If this statement cannot be made, the certificate should identify any Event of Default that is continuing and the steps, if any, being taken to remedy it .]

	Signed by:


	Chief Financial Officer For and on behalf of GasLog Ltd.

ATH-#4164581-v2

SIGNATORIES

The Guarantor

EXECUTED and DELIVERED as a DEED
by Graham Westgarth	)	/S/ Graham Westgarth
for and on behalf of	)	Under Power of Attorney dated 13th May 2014
GASLOG LTD.	)	Director
in the presence of:	)

	Annick O’Brien
	Witness
	Name: Annick O’Brien
	Address: Gaslog Monaco
	Occupation: Legal Counsel

The Mortgagee

Signed by	)
CITIBANK, N.A., LONDON BRANCH	)
		By:

ATH-#4164581-v2

SIGNATORIES

The Guarantor

EXECUTED and DELIVERED as a DEED
by	)
for and on behalf of	)	Director
GASLOG LTD.	)
in the presence of:	)


	Witness
	Name:
	Address:
	Occupation:

The Mortgagee

Signed by Angela Benetazzo Vice President	)
CITIBANK, N.A., LONDON BRANCH	)	/s/ Angela Benetazzo
		By:

ATH-#4164581-v2

EXHIBIT 8.1

SUBSIDIARIES OF GASLOG PARTNERS LP

The following companies are subsidiaries of GasLog Partners LP:

Name of Subsidiary	Jurisdiction of Incorporation	Proportion of Ownership Interest
GAS-three Ltd.	Bermuda	100%
GAS-four Ltd.	Bermuda	100%
GAS-five Ltd.	Bermuda	100%
GAS-sixteen Ltd.	Bermuda	100%
GAS-seventeen Ltd.	Bermuda	100%
GAS-nineteen Ltd.	Bermuda	100%
GAS-twenty Ltd.	Bermuda	100%
GAS-twenty one Ltd.	Bermuda	100%
GasLog Partners Holdings LLC	Marshall Islands	100%

EXHIBIT 12.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Andrew J. Orekar, certify that:

1.	I have reviewed this annual report on Form 20-F of GasLog Partners LP (the “Partnership”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Partnership as of, and for, the periods presented in this report;
4.	The Partnership’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Partnership and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Partnership, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the Partnership’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the Partnership’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting; and

5.	The Partnership’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Partnership’s auditors and the audit committee of the Partnership’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Partnership’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership’s internal control over financial reporting.

		Dated: February 12, 2016

	By:	/s/ Andrew J. Orekar
		Name: Andrew J. Orekar
		Title: Chief Executive Officer

EXHIBIT 12.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Simon Crowe, certify that:

1.	I have reviewed this annual report on Form 20-F of GasLog Partners LP (the “Partnership”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Partnership as of, and for, the periods presented in this report;
4.	The Partnership’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Partnership and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Partnership, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the Partnership’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the Partnership’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting; and

5.	The Partnership’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Partnership’s auditors and the audit committee of the Partnership’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Partnership’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership’s internal control over financial reporting.

		Dated: February 12, 2016

	By:	/s/ Simon Crowe
		Name: Simon Crowe
		Title: Chief Financial Officer

EXHIBIT 13.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 20-F of GasLog Partners LP, a limited partnership organized under the laws of the Republic of the Marshall Islands (the “Partnership”), for the period ending December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership as of, and for, the periods presented in the report.

The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act of 2002 and is not intended to be used or relied upon for any other purpose.

		Date: February 12, 2016

	By:	/s/ Andrew J. Orekar
		Name: Andrew J. Orekar
		Title: Chief Executive Officer

EXHIBIT 13.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 20-F of GasLog Partners LP, a limited partnership organized under the laws of the Republic of the Marshall Islands (the “Partnership”), for the period ending December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Partnership certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership as of, and for, the periods presented in the report.

		Date: February 12, 2016

	By:	/s/ Simon Crowe
		Name: Simon Crowe
		Title: Chief Financial Officer