Exhibit 1.1
GasLog Partners LP
Common Units Representing Limited Partner
Interests
Series A Preference Units Representing Limited Partner Interests
Other Classes of Units Representing Limited Partner Interests
Debt Securities
Warrants
Rights
Combination Units
Form of Underwriting Agreement
[ ], 201[ ]
[ ]
[ ]
[ ]
As Representative[s] of the several Underwriters
named in
Schedule I
hereto,
Ladies and Gentlemen:
GasLog Partners LP,
a limited partnership organized under the laws of the Republic of the Marshall Islands (the “
Partnership
”),
has filed a registration statement with the Securities and Exchange Commission (the “
Commission
”) under which
the Partnership may from time to time, issue and sell up to an aggregate of $[●] of the Partnership’s common units
representing limited partner interests in the Partnership (the “
Common Units
”), Series A Preference Units representing
limited partner interests (the “
Series A Preference Units
”), other classes of units representing limited partner
interests in the Partnership (the “
Other Units
”), debt securities of the Partnership (the “
Debt Securities
”),
warrants to purchase Common Units, Other Units or other rights (“
Warrants
”), rights to purchase Common Units
and Other Units (the “
Rights
”), and any combination of Common Units, Other Units, Debt Securities, Warrants
and Rights (the “
Combination Units
”).
The Partnership proposes,
subject to the terms and conditions stated herein, to issue and sell [
identify the offered securities
] (the “
Offered
Securities
”) to the underwriters named in Schedule I hereto (the “
Underwriters
”) for whom you are
acting as representatives (the “
Representatives
”). At the election of the Underwriters, the Underwriters may
purchase up to an additional [•] of [
identify Offered Securities
] in the Partnership (the “
Option Securities
”,
and together with the Offered Securities, the “
Securities
”).
GasLog Partners GP LLC,
a limited liability company organized under the laws of the Republic of the Marshall Islands (the “
General Partner
”),
serves as the sole general partner of the
Partnership. GasLog
Partners Holdings LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (the “
Operating
Company
”), is a wholly owned direct subsidiary of the Partnership. The entities set forth under the caption “Owning
Entity” on Schedule III(a) are direct subsidiaries of the Operating Company.
[GasLog Ltd., a Bermuda
exempted company (“GasLog”), GasLog Carriers Ltd. and the Partnership entered into that certain Share Purchase Agreement,
dated as of [•], 2015 (the “Purchase Agreement”), whereby, among other things, the Partnership agreed to purchase
100% of the ownership interests in the entities set forth on Schedule III(b) hereto from GasLog Carriers Ltd., a Bermuda exempted
company and wholly owned subsidiary of GasLog (the “
Acquisition
”)]
1
The entities set forth on Schedule
III(a) and Schedule III(b) hereto are referred to herein collectively as the “
Operating Subsidiaries
”.
The General Partner,
the Partnership and the Operating Company are hereinafter referred to collectively as the “
Partnership Parties
”
and, together with the Operating Subsidiaries, the “
Partnership Entities
”. GasLog Ltd. is hereinafter referred
to as “
GasLog
”. The term “
Contracted Vessels
” hereinafter refers to all of the vessels named
in Schedule III(b) hereto. The agreements listed in Schedule VIII hereto are collectively referred to as the “
Operative
Agreements
”.
This is to confirm the
agreement between the Partnership Parties and each of the Underwriters concerning the purchase of the Securities from the Partnership
by the Underwriters.
1. The Partnership Parties
represent and warrant to, and agree with, each of the Underwriters that:
(a) A registration statement
on Form F-3 (File No. 333-[ ]), including a prospectus (hereinafter referred to as the
“Base
Prospectus”)
in respect of the Securities has been filed with the Commission not earlier than three years prior to the
date hereof; the Base Prospectus and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives,
and, excluding exhibits thereto, to the Representatives for each of the other Underwriters, have been declared effective by the
Commission in such form. Such registration statement, as amended, entered into in connection with a specific offering of the Securities
and including any documents incorporated by reference therein, including exhibits (other than any Form T-1) and financial statements
and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b)
(“Rule
424(b)”)
under the Act and deemed part of such registration statement pursuant to Rule 430B under the Act, is hereinafter
referred to as the
“Registration Statement”.
The Partnership meets the requirements of the U.S. Securities Act
of 1933, as amended, (the “Act”) for the use of the Form F-3. No stop order suspending the effectiveness of the Registration
Statement, any part thereof or any post-effective amendment thereto, if any, has been issued and no proceeding for that purpose
has been initiated or threatened by the Commission. The preliminary prospectus supplement which describes the Securities and the
offering thereof and is used prior to filing the Final Prospectus (defined below), is hereinafter called a “Preliminary
Prospectus”. The Preliminary Prospectus that was included in the Registration Statement immediately prior to the Applicable
Time (as defined in
1
To be included if a material acquisition is pending.
Section 1(c) hereof), together with the information set forth on
Schedule VI
hereto, is hereinafter
called the
“Pricing Prospectus”.
Such final prospectus, in the form first filed pursuant to Rule 424(b) under
the Act in accordance with Section 5(a) hereof is hereinafter called the
“Final Prospectus”.
Any reference herein
to the Base Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to
and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Act, as of the date of such
prospectus; any reference to any amendment or supplement to the Base Prospectus, any Preliminary Prospectus or the Final Prospectus
shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating
to the Securities filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the
Base Prospectus, such Preliminary Prospectus, or the Final Prospectus, as the case may be; any reference to any amendment to the
Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a)
or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration
Statement. Any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities is
hereinafter called an
“Issuer Free Writing Prospectus”);
(b) No order preventing
or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and
each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and
the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading;
provided
,
however
, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Partnership by
an Underwriter through the Representatives expressly for use therein;
(c) For the purposes
of this Agreement, the “
Applicable Time
” is [ ] [a.][p.]m. New York City time
on the date of this Agreement. The Pricing Prospectus, as of the Applicable Time, did not include any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; and each Issuer Free Writing Prospectus listed on
Schedule II
hereto does not
conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Final Prospectus, and each
such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus as of the Applicable Time
and as of any Time of Delivery, did not include any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided,
however
, that this representation and warranty shall not apply to statements or omissions made in an Issuer Free Writing Prospectus
in reliance upon and in conformity with information furnished in writing to the Partnership by an Underwriter through the Representatives
expressly for use therein;
(d) The Registration
Statement conforms, and the Final Prospectus and any further amendments or supplements to the Registration Statement and the Final
Prospectus will
conform, in all material respects, to the requirements of the Act and the rules and regulations of the Commission
thereunder, and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of
the applicable filing date as to the Final Prospectus and any amendment or supplement thereto and as of any Time of Delivery, contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished in writing to the Partnership by an Underwriter through
the Representatives expressly for use therein;
(e) From the time of
the initial filing of the Registration Statement with the Commission through the Applicable Time, the Partnership has been and
is an “emerging growth company” as defined in Section 2(a) of the Act (an “
Emerging Growth Company
”).
(f) Each of the Partnership
Parties (i) has not alone engaged in any Testing the Waters Communication and (ii) has not authorized anyone to engage
in Testing the Waters Communications. None of the Partnership Parties have distributed or approved for distribution any Written
Testing the Waters Communications. “
Testing the Waters Communication
” shall mean any oral or written communication
with potential investors undertaken in reliance on Section 5(d) of the Act. “
Written Testing the Waters Communication
”
means any Testing the Waters Communication that is a written communication within the meaning of rule 405 under the Act;
(g) None of the Partnership
Entities has sustained, since the date of the latest audited financial statements included or incorporated by reference in the
Pricing Prospectus, any material loss or interference with its business from fire, explosion, flood, piracy, terrorism or other
calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in
the Registration Statement and the Pricing Prospectus, there has not been any material adverse change, or any development that
would reasonably be expected to involve a prospective material adverse change, in or affecting the general affairs, management,
financial position, shareholders’ equity or results of operations of the Partnership Entities, taken as a whole (a “
Material
Adverse Effect
”), or any change in the share capital or long-term debt of the Partnership Entities, otherwise than as
set forth or contemplated in the Pricing Prospectus;
(h) None of the Partnership
Entities owns an interest in any material real property. Each of them has good and marketable title to all personal property owned
by them which is material to the business of the Partnership Entities, including the vessels listed on
Schedule III(a)
hereto
(collectively, the “
Vessels
”), in each case free and clear of all liens, encumbrances and defects except such
as are described in the Pricing Prospectus, including those arising under credit facilities, or such as do not materially affect
the value of such property and do not materially interfere with the use made and proposed to be made of such property taken as
a whole by the Partnership Entities; and any real property and buildings occupied by the Partnership Entities are occupied by them under valid, subsisting
and enforceable contractual arrangements with such exceptions as are not material and do not interfere with the use made and proposed
to be made of
such property and buildings by the Partnership Entities, otherwise than as set forth or contemplated in the Pricing
Prospectus;
(i) Each of the Partnership
Entities has been duly formed or incorporated and is validly existing as a limited partnership, limited liability company, corporation
or other entity, as applicable, in good standing under the laws of its respective jurisdiction of formation or incorporation, with
all limited partnership, limited liability company, corporate or other entity power and authority, as applicable, to enter into
and perform its obligations under the Operative Agreements to which it is a party, to own or lease and to operate its properties
currently owned or leased or to be owned or leased at the First Time of Delivery and any other Time of Delivery (as such terms
are defined herein) and to conduct its business as currently conducted or as to be conducted at the First Time of Delivery and
any other Time of Delivery, in each case as described in the Pricing Prospectus, except where the failure to be so qualified or
in good standing and to have such power or authority would not, individually or in the aggregate, result in a Material Adverse
Effect. Each of the Partnership Entities is, and at the First Time of Delivery and any other Time of Delivery will be (i) duly
qualified to do business as a foreign limited partnership, limited liability company, corporation or other entity, as applicable,
and (ii) is in good standing under the laws of each jurisdictions that requires, and at the First Time of Delivery and any
other Time of Delivery will require, such qualification or registration except to the extent that a lack of such qualification
would not, individually or in the aggregate, have a Material Adverse Effect or would subject the limited partners of the Partnership
to any material liability or disability;
(j) The General Partner
has, and at the First Time of Delivery and any other Time of Delivery thereafter will have, full limited liability company power
and authority to act as the general partner of the Partnership in all material respects as described in the Pricing Prospectus;
(k) As of the date hereof,
GasLog owns, and at the First Time of Delivery will own, the number of Common Units representing limited partner interests as set
forth in the Pricing Prospectus (the Common Units owned by GasLog representing limited partner interests, the “Sponsor Units”).
The Sponsor Units, and the limited partner interests represented thereby, have been duly authorized for issuance and sale and are
validly issued in accordance with the limited partnership agreement of the Partnership (as the same may be amended and restated
at or prior to the First Time of Delivery, the “
Partnership Agreement
”) and are fully paid (to the extent required
under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51
and 60 of The Republic of the Marshall Islands Limited Partnership Act (the “
Marshall Islands LP Act
”));
and GasLog owns the Sponsor Units free and clear of all liens, encumbrances, security interests, charges, equities or other claims
(“
Liens
”);
(l) As of the date hereof
GasLog owns, and at the First Time of Delivery will own, 100% of the incentive distribution rights of the Partnership (the “
Incentive
Distribution Rights”)
; the Incentive Distribution Rights have been duly authorized for issuance and sale, are validly
issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement)
and nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Marshall Islands LP Act); and GasLog owns the Incentive Distribution Rights free and clear of all Liens;
(m) As of the date hereof
the General Partner owns, and at the First Time of Delivery will own, the general partner units, representing a 2% general partner
interest in the Partnership (the “
General Partner Interest
”). The General Partner Interest has been duly authorized
for issuance and sale, is validly issued in accordance with the Partnership Agreement and is fully paid (to the extent required
under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51
and 60 of the Marshall Islands LP Act); and the General Partner owns the General Partner Interest free and clear of all Liens;
(n) As of the date hereof
GasLog directly owns, and at the First Time of Delivery will own, 100% of the limited liability company interest in the General
Partner, such limited liability company interest has been duly authorized and validly issued in accordance with the limited liability
company agreement of the General Partner (as the same may be amended and restated at or prior to the First Time of Delivery, the
“
General Partner LLC Agreement
”) and is fully paid (to the extent required by the General Partner LLC Agreement)
and nonassessable (except as such nonassessability may be affected by Sections 20, 31, 40 and 49 of The Republic of the Marshall
Islands Limited Liability Company Act of 1996 (the “
Marshall Islands LLC Act
”)); and GasLog owns such limited
liability company interest free and clear of all Liens;
(o) As of the date hereof
the Partnership directly owns, and at the First Time of Delivery will directly own, 100% of the limited liability company interest
in the Operating Company; such limited liability company interest has been duly authorized and validly issued in accordance with
the limited liability company agreement of the Operating Company (as the same may be amended and restated at or prior to the First
Time of Delivery, the “
Operating Company LLC Agreement
”) and is fully paid (to the extent required under the
Operating Company LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 20, 31, 40
and 49 of the Marshall Islands LLC Act); and the Partnership owns such limited liability company interest free and clear of all
Liens;
(p) As of the date hereof
the Operating Company owns, and at the First Time of Delivery will directly own, 100% of the equity interests in each of the Operating
Subsidiaries listed on Schedule III(a) hereto[; at the First Time of Delivery the Operating Company will directly own 100%
of the equity interests in each of the Operating Subsidiaries listed in Schedule III(b) hereto]. Such equity interests have
been duly authorized and validly issued in accordance with the respective bye-laws of each Operating Subsidiary (as the same may
be amended or restated at or prior to the First Time of Delivery, the “
Operating Subsidiaries Organizational Documents
”
and together with the Partnership Agreement, the General Partner LLC Agreement and the Operating Company LLC Agreement, the “
Partnership
Entities Organizational Agreements
”) and are fully paid (to the extent required under the Operating Subsidiaries Organizational
Documents) and non-assessable (except as such nonassessability may be affected by the applicable statutes of the jurisdiction of
formation of the applicable Operating Subsidiary and the Operating Subsidiaries Organizational Documents); and the Operating Company
owns each of such equity interests free and clear of all Liens;
(q) Except as described
in
Sections 1(m)
,
1(n)
,
1(o)
and
1(p)
herein, none of the Partnership Entities owns, or, at the
First Time of Delivery or any other Time of Delivery, will own, directly or indirectly, any equity or long-term debt securities
of any corporation, partnership, limited liability company, joint venture, association or other entity;
(r) At the First Time
of Delivery, assuming no exercise of the option provided in Section 2, the issued and outstanding limited partner interests of
the Partnership will consist of the number of Common Units, Series A Preference Units and the Incentive Distribution Rights as
set forth under the caption “Capitalization” in the Pricing Prospectus;
(s) The Securities to
be sold by the Partnership pursuant to this Agreement, and the limited partner interests represented thereby, have been duly authorized
for issuance and sale to the Underwriters in accordance with this Agreement and the Partnership Agreement, and when issued and
delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly
issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability
may be affected by matters described in Sections 30, 41, 51 and 60 of the Marshall Islands LP Act), will conform in all
material respects to the information in the Pricing Prospectus and to the description of such Securities contained in the Final
Prospectus; the unitholders of the Partnership do not and will not have preemptive rights with respect to the [Common/Other] Units;
and none of the outstanding [Common/Other] Units of the Partnership have been issued in violation of any preemptive or similar
rights of any security holder;
(t) The issue and
sale of the Securities and the execution, delivery and performance of the terms of the Operative Agreements by the
Partnership Entities party thereto, and the consummation of the transactions by the Partnership Entities, as applicable, set
forth herein (i) will not conflict with or result in a breach or violation of any of the terms or provisions of, or
require the consent of any person, or constitute a default or Debt Repayment Triggering Event (as defined below), or result
in the imposition of any lien, charge or encumbrance on any property of the Partnership Entities, under any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument, including the instruments listed in
Schedule X
(the “
Specified Agreements
”), or give any person the right to terminate any agreement or contract to which
any Partnership Entity is a party or by which any Partnership Entity is bound or to which any of the property or assets of
the Partnership Entities is subject; and (ii) will not result in any violation of (A) any of the Partnership
Entities Organizational Agreements or (B) any statute or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Partnership Entities or any of their properties or assets, except in the case of
clause (i), for any conflict, breach, or violation that would not result in a Material Adverse Effect or have a material
adverse effect on the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of
the Securities or the consummation by the Partnership Entities of the transactions contemplated by this Agreement [or the
Indenture], except the registration under the Act of the Securities and such consents, approvals,
authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with
the purchase and distribution of the Securities by the Underwriters, and such other consents, approvals, authorizations,
orders, registrations or qualifications that have already been obtained.
A “
Debt Repayment Triggering Event
” means any event or condition that gives, or with the giving of notice or
lapse of time would give, the holder of any loan, note, debenture or other evidence of indebtedness (or any person acting on such
holder’s behalf) the right to accelerate the due date of any payment of, or to require the repurchase, redemption or repayment
of all or a portion of such indebtedness by the Partnership
Entities (for the avoidance of doubt,
Debt Repayment Triggering Event excludes any put right that is not triggered by the occurrence of an extraordinary event);
(u) If the Securities
constitute Debt Securities, the Indenture for the Securities has been duly authorized and will be duly qualified under the Trust
Indenture Act and validly executed and delivered by the Partnership and will constitute legal, valid and binding obligations of
the Partnership enforceable against the Partnership in accordance with their terms (subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and other similar laws affecting creditor’s rights generally from time to
time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing, regardless of whether considered in a proceeding in equity or at law); and such Securities have been duly
authorized and will be executed and authenticated in accordance with the provisions of the respective Indenture and when delivered
to and paid for by the Underwriters pursuant to the Underwriting Agreement, such Securities will constitute legal, valid and binding
obligations of the Partnership entitled to the benefits of the Indenture and enforceable against the Partnership in accordance
with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar
laws affecting creditor’s rights generally from time to time in effect and to general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding
in equity or at law);
(v) If the Securities
constitute Warrants, the warrant agreement will be duly authorized, executed and delivered by the Company and will constitute a
legal, valid and binding obligation of the Partnership enforceable against the Partnership in accordance with their terms (subject
to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditor’s
rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law); and such Securities
have been duly authorized and will be executed and authenticated in accordance with the provisions of the warrant agreement and
enforceable against the Partnership in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer and other similar laws affecting creditor’s rights generally from time to time in effect
and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether considered in a proceeding in equity or at law);
(w) If the Securities
constitute Rights, the rights agreement will be duly authorized, executed and delivered by the Company and will constitute a legal,
valid and binding obligation of the Partnership enforceable against the Partnership in accordance with its terms (subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditor’s rights
generally from time to time in effect and to general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding
in equity or at law); and such Securities have been duly authorized and will be executed and authenticated in accordance with the
provisions of the rights agreement and enforceable against the Partnership in accordance with their terms (subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditor’s rights
generally from time to time
in effect and to general principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law);
(x) If the Securities
constitute Combination Units, the unit agreement will be duly authorized, executed and delivered by the Company and will constitute
a legal, valid and binding obligation of the Partnership enforceable against the Partnership in accordance with its terms (subject
to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditor’s
rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law); and such Securities
have been duly authorized and will be executed and authenticated in accordance with the provisions of the unit agreement and enforceable
against the Partnership in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer and other similar laws affecting creditor’s rights generally from time to time in effect and to general
principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless
of whether considered in a proceeding in equity or at law);
(y) This Agreement has
been duly authorized, executed and delivered by each of the Partnership Parties;
(z) At the First Time
of Delivery, each of the Operative Agreements, the Partnership Entities Organizational Agreements and the other instruments listed
on
Schedule VII
(the “
Covered Agreements
”) hereto, as applicable, has been duly authorized, executed
and delivered by the Partnership Entities party thereto, and each such agreement is a valid and legally binding agreement of each
such Partnership Entity, enforceable against such party in accordance with its terms;
provided, that
, with respect to each
such agreement, the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws relating to or affecting creditors’ rights and remedies generally and by general principles of
equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) public policy,
applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. The Operative
Agreements, the Partnership Entities Organizational Agreements and the Covered Agreements referenced above are herein collectively
referred to as the “
Operative Documents
”;
[(aa) The completion
of the acquisition of the Contracted Vessels in accordance with the terms of the Purchase Agreement will be legally sufficient
to transfer or convey to, or vest in, the Partnership Entities satisfactory title to the Contracted Vessels as identified in the
Purchase Agreement.]
(bb) None of the Partnership
Entities is (i) in violation of its respective organizational or governing documents, (ii) in violation of any applicable
statute, law, rule, regulation, judgment, order or decree of any competent court, regulatory body, administrative agency, governmental
body, arbitrator or other authority or (iii) in default (or with the giving of notice or lapse of time would be in default)
under any existing obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement,
lease or other agreement or instrument
to which any of them is a party or by which any of them is bound or to which any of the
properties of any of them is subject, except in each case covered by clauses (ii) and (iii) such as would not result in a
Material Adverse Effect or have a material adverse effect on the consummation of the transactions contemplated hereby;
(cc) None of the Partnership
Entities is currently prohibited, directly or indirectly, from paying any cash distributions to any other Partnership Entity, from
making any other distribution on such entity’s equity securities, or from transferring any of such entity’s property
or assets to any other Partnership Entity, except as described in the Pricing Prospectus;
(dd) There are no contracts,
agreements or understandings between the Partnership Parties and any person that would give rise to a valid claim against the Partnership
or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with the issuance and sale
of the Securities;
(ee) The statements
set forth or incorporated by reference in the Pricing Prospectus and Final Prospectus under the captions “Our Cash Distribution
Policy and Restrictions on Distributions,” “Description of [Common/Other] Units”, “Summary of Our Partnership
Agreement”, “Material U.S. Federal Income Tax Considerations” and “Non-United States Tax Considerations”,
insofar as such statements purport to summarize legal matters, agreements, documents or proceedings discussed therein, are accurate
and fair summaries of such legal matters, agreements, documents or proceedings and present the information required to be shown;
(ff) There are no business
relationships or related-party transactions involving the Partnership Entities or any other person required to be described in
the Registration Statement, Pricing Prospectus and Final Prospectus which have not been described as required or through incorporation
by reference therein;
(gg) Any statistical
and market-related data included in the Pricing Prospectus and Final Prospectus are based on or derived from sources that the Partnership
Parties reasonably believe to be reliable and accurate, and the Partnership Parties have obtained the written consent for the use
of such data from such sources to the extent required;
(hh) No forward-looking
statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act contained in the Pricing Prospectus
has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith;
(ii) There are no
legal or governmental proceedings pending to which any of the Partnership Entities is a party or of which any property of the
Partnership Entities is the subject or, to the Partnership Parties’ knowledge, after due inquiry, to which any of the
Partnership Entities’ directors or executive
officers is a party, which, if determined adversely to any such entity, would individually or in the aggregate have a Material
Adverse Effect; and, to the Partnership Parties’ knowledge, no such proceedings are threatened or contemplated by governmental
authorities or threatened by others;
(jj) Other than as set
forth in the Pricing Prospectus, (A)(i) to the Partnership Parties’ knowledge, after due inquiry, none of the Partnership
Entities is in violation of any applicable United States federal, state, local or non-U.S. statute, law, rule, regulation, ordinance,
code, other requirement or rule of law (including common law), or decision or order of any competent domestic or foreign governmental
agency, governmental body or court applicable to them, relating to pollution, to the use, handling, transportation, treatment,
storage, discharge, disposal or release of Hazardous Substances (as defined below), to the protection or restoration of the environment
or natural resources (including biota), to health and safety as such relates to exposure to Hazardous Substances, and to natural
resource damages (collectively, “
Environmental Laws
”), (ii) none of the Partnership Entities owns, operates
or leases any real property contaminated with Hazardous Substances, (iii) none of the Partnership Entities is conducting or
funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment,
(iv) none of the Partnership Entities is liable or allegedly liable for any release or threatened release of Hazardous Substances,
including at any off-site treatment, storage or disposal site, (v) none of the Partnership Entities is a party to any claim
by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (vi) the
Partnership Entities have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations,
identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses,
except in each case covered by clauses (i) – (vi) such as would not individually or in the aggregate have a Material
Adverse Effect; (B) to the Partnership Parties’ knowledge, there are no facts or circumstances that would reasonably
be expected to result in a violation of, liability under, or claim against the Partnership Entities pursuant to any Environmental
Law that would have a Material Adverse Effect; and (C) to the Partnership Parties’ knowledge, there are no requirements
proposed for adoption or implementation under any Environmental Law that would reasonably be expected to have a Material Adverse
Effect. For purposes of this subsection, “
Hazardous Substances
” means (x) petroleum and petroleum products,
by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and
(y) any other chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or
waste under Environmental Laws;
(kk) Other than as set
forth in the Pricing Prospectus, the Partnership Parties have reasonably concluded that none of the Partnership Entities has incurred
any costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures
required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related
constraints on operating activities and any potential liabilities to third parties) which would, individually or in the aggregate,
have a Material Adverse Effect;
(ll) Other than as set
forth in the Pricing Prospectus, the Partnership Entities possess all certificates, authorizations and permits issued by the appropriate
federal, state or foreign regulatory authorities as necessary for the Partnership Entities to conduct their respective businesses
as currently conducted, except as would not individually or in the aggregate have a Material Adverse Effect; and none of the Partnership
Entities has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization
or
permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material
Adverse Effect;
(mm) The Partnership
Entities own or possess, or hold a right or license to use, or can acquire on reasonable terms, all material patents, patent rights,
licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the
business now operated by them, and none of the Partnership Entities has received any notice of infringement of or conflict with
asserted rights of others with respect to any of the foregoing, which if the subject of an unfavorable decision, ruling or finding,
would have a Material Adverse Effect;
(nn) No material labor
dispute, work stoppage, slow down or other conflict with the employees of the Partnership Parties exists or, to the Partnership
Parties’ knowledge, is threatened or contemplated;
(oo) The Partnership
Entities and the Vessels are insured by insurers of recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which they are engaged; none of the Partnership Entities has been refused
any insurance coverage sought or applied for; and none of the Partnership Entities has any reason to believe that it will not be
able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not have a Material Adverse Effect;
(pp) None of the Partnership
Entities has any off-balance sheet arrangements, except as described in the Registration Statement, the Pricing Prospectus and
the Final Prospectus;
(qq) (A) None of
the Partnership Entities or, to the Partnership Parties’ knowledge, any of their respective directors, executive officers,
affiliates, employees or agents or other persons associated with or acting on behalf of the Partnership Entities: (i) knowingly
does any business with or involving the government of, or any person or project located in, any country targeted by any of the
economic sanctions promulgated by any Executive Order issued by the President of the United States or administered by the United
States Treasury Department’s Office of Foreign Assets Control (the “
OFAC
”) (collectively, “
Sanctions
”);
or (ii) knowingly supports or facilitates any such business or project, in each case other than as permitted under such economic
sanctions; (B) none of the Partnership Parties is controlled (within the meaning of the Executive Orders or regulations promulgating
such economic sanctions or the laws authorizing such promulgation) by any such government or person; (C) the proceeds from
the offering of the Securities contemplated hereby will not be used to fund any operations in, to finance any investments, projects
or activities in, or to make any payments to, any country, or to make any payments to, or finance any activities
with, any person targeted by any of such economic sanctions; and (D) the Partnership Parties maintain and have implemented
adequate internal controls and procedures to monitor and audit transactions that are reasonably designed to detect and prevent
any use of the proceeds from the offering of the Securities contemplated hereby that is inconsistent with any of the representations
and obligations under clause (C) of this paragraph or in the Registration Statement, Pricing Prospectus or Final Prospectus;
(rr) None of the Partnership
Entities or, to the Partnership Parties’ knowledge, any of their respective directors, executive officers, affiliates, employees
or agents or other persons associated with or acting on behalf of the Partnership Entities, has taken any action in furtherance
of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything
else of value, directly or indirectly, to any “government official” (including any officer or employee of a government
or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity
for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence
official action or secure an improper advantage in violation of any applicable law; and the Partnership Entities and, to the knowledge
of the Partnership Parties, their respective affiliates have conducted their businesses in compliance with applicable anti-corruption
laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance
with such laws and with the representation and warranty contained herein;
(ss) The operations
of the Partnership Entities, are and have been conducted at all times in compliance with applicable financial recordkeeping and
reporting requirements, including to the extent applicable those of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the money laundering statutes of all jurisdictions,
the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any governmental agency (collectively, the “
Money Laundering Laws
”); and no action, suit or proceeding by
or before any court or governmental agency, authority or body or any arbitrator or non-governmental authority involving the Partnership
Entities with respect to the Money Laundering Laws is pending or, to the Partnership Parties’ knowledge, threatened;
(tt) As of the effective
date of the Registration Statement, the Partnership and, to the knowledge of the Partnership Parties, the officers and directors
of the Partnership, in their capacities as such, were, and at the First Time of Delivery will be, in compliance in all material
respects with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection
therewith that are then in effect and with which any of them is required to comply, including Section 402 related to loans;
(uu) There are no restrictions
on subsequent transfers of the Securities under the laws of the Republic of the Marshall Islands;
(vv) Except as disclosed
in the Pricing Prospectus, there are no contracts, agreements or understandings between the Partnership Parties and any person
granting such person the right to require any of the Partnership Parties to file a registration statement under the Act with respect
to any securities of the Partnership Entities or to require the Partnership Parties to include such securities with the securities
registered pursuant to the Registration Statement;
(ww) The [Common/Other]
Units are listed on the New York Stock Exchange (the “
Exchange
”), and the [
Insert title of Offered Securities
]
have been authorized for listing on the Exchange, subject to official notice of issuance;
(xx) The Partnership
Parties have taken all necessary actions to comply with all applicable corporate governance requirements of the Exchange that are,
or will be, applicable to the Partnership, except for such requirements that have been waived and disclosed in the Pricing Prospectus;
(yy) Except as described
in the Pricing Prospectus, the Partnership has not sold, issued or distributed any Securities during the six-month period preceding
the date hereof, including any sales pursuant to Rule 144A or Regulation D or S under the Act, other than Common Units
issued pursuant to employee benefit plans, qualified option plans or other employee compensation plans or pursuant to outstanding
options, rights or warrants;
(zz) None of the Partnership
Entities has taken, directly or indirectly, any action which was designed to or which has constituted or which might reasonably
be expected to cause or result in stabilization or manipulation of the price of any security of the Partnership to facilitate the
sale or resale of the Securities;
(aaa) Subsequent to
the execution and delivery of this Agreement, there shall not have occurred any downgrading in the rating of any debt securities
of the Partnership Parties by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62)
of the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any
debt securities of the Partnership Parties;
(bbb) The Partnership
is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not
be required to register as an “investment company”, as such term is defined in the Investment Company Act of 1940,
as amended;
(ccc) At the time of
filing the Registration Statement and as of the Applicable Time, the Partnership was not and is not an “ineligible issuer”,
as defined under Rule 405 under the Act;
(ddd) As described in
the Registration Statement and subject to the limitations and restrictions described therein, the Partnership Parties believe that
the Partnership should not be a “passive foreign investment company” as defined in the Internal Revenue Code of 1986,
as amended;
(eee) The Partnership
is a “foreign private issuer” as defined in Rule 405 under the Act;
(fff) Except as described
in the Pricing Prospectus, there are no affiliations or associations between any member of the Financial Industry Regulatory Authority
(“
FINRA
”) and the Partnership Entities and, to the Partnership Parties’ knowledge, there are no affiliations
or associations between (a) any member of FINRA and (b) any member of the Partnership’s officers, directors or
5% or greater security holders or any beneficial owner of the Partnership’s unregistered equity securities that were acquired
at any time on or after the 180th day immediately preceding the date the Registration Statement was initially submitted to the
Commission;
(ggg) Deloitte LLP,
who has certified certain financial statements included or incorporated by reference in the Registration Statement, Pricing Prospectus
and Final Prospectus,
is an independent public accountant with respect to the Partnership Entities as required by the Act and the
rules and regulations of the Commission thereunder;
(hhh) The Partnership
maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange
Act) sufficient 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 as adopted by the International
Accounting Standards Board (“
IFRS
”) and such system will comply in all material respects with the requirements
of the Exchange Act when so required. Except as set forth in the Pricing Prospectus, the Partnership’s internal control over
financial reporting is effective, and the Partnership is not aware of any material weaknesses in its internal control over financial
reporting;
(iii) Since the date
of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus, there has been no change
in the Partnership’s internal control over financial reporting that has materially affected, or is reasonably likely to materially
affect, the Partnership’s internal control over financial reporting (each an “
Internal Control Event
”);
(jjj) The Partnership
maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply
with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information
relating to the Partnership and its subsidiaries is made known to the Partnership’s principal executive officer and principal
financial officer by others within those entities; and such disclosure controls and procedures are effective;
(kkk) The financial
statements of the Partnership included or incorporated by reference in the Pricing Prospectus, together with the related notes
thereto, present fairly in all material respects the combined financial position of the Partnership as of the date shown, and such
financial statements have been prepared in conformity with IFRS, applied on a consistent basis throughout the periods involved;
and the schedules included in the Pricing Prospectus, if any, present fairly the information required to be stated therein. The
selected financial data and the summary financial information included or incorporated by reference in the Pricing Prospectus present
fairly the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial
statements included in the Pricing Prospectus. Any pro forma financial information included or incorporated by reference in the
Pricing Prospectus complies as to form with the applicable
accounting requirements of Regulation S-X under the Act and includes assumptions that provide a reasonable basis for presenting
the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments
give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments
to the historical financial statement amounts in the pro forma balance sheet included in the Pricing Prospectus. All disclosures
contained in the Preliminary Prospectus, Pricing Prospectus and Final Prospectus, or incorporated by reference therein, regarding
“non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with
Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable;
(lll) Neither the Partnership’s
independent auditors nor any internal auditor has recommended that the Partnership’s board of directors review or investigate,
(i) adding to, deleting, changing the application of, or changing the Partnership’s disclosure with respect to, any
of the Partnership’s material accounting policies; (ii) any matter which could result in a restatement of the Partnership’s
audited balance sheet included in the Registration Statement; or (iii) any Internal Control Event;
(mmm) The Vessels are
owned directly by the respective Operating Subsidiary listed on
Schedule III(a)
hereto; each of the Vessels has been
duly registered as a vessel under the laws and regulations and flag of the jurisdiction set forth opposite its name on
Schedule III(a)
in the sole ownership of the subsidiary set forth opposite its name on
Schedule III(a)
, and no other action is necessary
to establish and perfect such entity’s title to and interest in such Vessel as against any charterer or other third party;
each such subsidiary has good title to the applicable Vessel, free and clear of all mortgages, pledges, liens, security interests
and claims and all defects of the title of record except for those mortgages, pledges, liens, security interests and claims arising
under credit facilities, each as disclosed in the Registration Statement, the Pricing Prospectus and the Final Prospectus, and
any other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Vessel is in good
standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction
where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good
standing which would not, in the aggregate, result in a Material Adverse Effect. [Each Contracted Vessel has been duly registered
as a vessel under the laws and regulations and flag of the jurisdiction set forth opposite its name on
Schedule III(b)
;
upon completion of the Acquisition in accordance with the terms of the Purchase Agreement, the Contracted Vessels will be in the
sole ownership of a subsidiary of the Partnership; the Partnership will use its reasonable best efforts so that, on such date,
each such subsidiary of the Partnership will have good title to the applicable Contracted Vessel, free and clear of all mortgages,
pledges, liens, security interests and claims and all defects of the title of record, except for any mortgages, pledges, liens,
security interests or claims arising from any financing arrangement which is described in the Registration Statement, the Pricing
Prospectus and the Final Prospectus and except for such encumbrances which would not, individually or in the aggregate, result
in a Material Adverse Effect; and the Partnership will use its reasonable best efforts so that, on such date, each such Contracted
Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the
laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction, except for failures to be
in good standing which would not, in the aggregate, result in a Material Adverse Effect]
2
;
(nnn) Each Vessel is
[and the Partnership will use its commercially reasonable efforts so that each Contracted Vessel will be as of its date of delivery,]
operated in compliance in all material respects with the rules, codes of practice, conventions, protocols, guidelines or similar
requirements or restrictions imposed, published or promulgated by any governmental authority, classification society or insurer
applicable to the respective vessel (collectively, “
Maritime Guidelines
”) and all applicable international,
national, state and local conventions, laws, regulations, orders, governmental licenses and other requirements (including, without
limitation,
2
To be included if a material acquisition is pending.
all Environmental Laws)
in the jurisdictions in which the Partnership and its subsidiaries operate or where such vessel is operated, in each case as in
effect on the date hereof, except where such failure to be in compliance would not have, individually or in the aggregate, a Material
Adverse Effect. The Partnership Entities are qualified to own or lease, as the case may be, and operate such vessels under all
applicable international, national, state and local conventions, laws, regulations, orders, governmental licenses and other requirements
(including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, regulations and orders of
each such vessel’s flag state, in each case as in effect on the date hereof, except where such failure to be so qualified
would not have, individually or in the aggregate, a Material Adverse Effect;
(ooo) None of the Partnership
Parties is entitled to any immunity, whether characterized as sovereign immunity or otherwise, from any legal proceedings in respect
of themselves or their respective properties under the laws of the United States or their jurisdiction of formation or incorporation;
and
(ppp) The Partnership
Entities have filed all United States federal, state and local and non-U.S. tax returns that are required to be filed or have requested
extensions thereof (except in any case in which the failure so to file would not, individually or in the aggregate, have a Material
Adverse Effect); except as set forth in the Pricing Prospectus, the Partnership Entities have paid all taxes (including any assessments,
fines or penalties that are currently owed and due) required to be paid by them and that are currently owed and due, except for
any such taxes, assessments, fines or penalties currently being contested in good faith or as would not, individually or in the
aggregate, have a Material Adverse Effect; and no capital gains, income, withholding or other taxes or stamp or other issuance
or transfer taxes or duties or similar fees or charges are payable by or on behalf of the Underwriters in connection with the sale
and delivery by the Partnership of the Securities to or for the respective accounts of the Underwriters or the sale and delivery
by the Underwriters of the Securities to the initial purchasers thereof.
2. Subject to the terms
and conditions herein set forth, (a) the Partnership agrees to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Partnership, at a purchase price of $[ ] per
[
Insert Title of Offered Security
], and the number of [Common/Other] Units or amount of securities set forth opposite the
name of such Underwriter in
Schedule I
hereto and (b) in the event and to the extent that the Underwriters shall exercise
the election to purchase Option Securities as provided below, the Partnership agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, to purchase from the Partnership, at the purchase price set forth in clause (a) of this Section 2, that portion of the number of Option Securities as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractional [Common/Other] Units) determined by multiplying such number of Option Securities by a fraction, the numerator of which is the maximum number of Option Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Option Securities that all of the Underwriters are entitled to purchase hereunder.
The Partnership, as and to the extent indicated in Schedule I hereto, hereby grants severally and not jointly to the Underwriters the right to purchase at their election up to [ ]
Option Securities,
at the purchase price per Option Security set forth in the paragraph above;
provided that
the purchase price per Option
Security shall be reduced by an amount per Option Security equal to any dividends or distributions declared by the Partnership
and payable on the [Common/Other] Units but not payable on the Option Securities. Any such election to purchase Option Securities
may be exercised only by written notice from the Representatives to the Partnership, given within a period of 30 calendar days
after the date of this Agreement, setting forth the aggregate number of Option Securities to be purchased and the business day
on which such Option Securities are to be delivered, as determined by the Representatives but in no event earlier than the First
Time of Delivery or, unless the Representatives and the Partnership otherwise agree in writing, earlier than two or later than
ten business days after the date of such notice.
3. [Reserved.]
4. (a) The Securities
to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such
names as the Representatives may request upon at least forty-eight hours’ prior notice to the Partnership shall be delivered
by or on behalf of the Partnership to the Representatives through the facilities of the Depository Trust Company (“
DTC
”),
for the account of such Underwriter against payment by or on behalf of such Underwriter of the purchase price therefor by wire
transfer of Federal (same-day) funds to the account specified by the Partnership to the Representatives at least forty-eight hours
in advance. The time and date of such delivery and payment shall be, with respect to the Securities, [ ]
[a.][p.]m., New York City time, on [ ], 201[•] or such other time and date as the Representatives
and the Partnership may agree upon in writing, but not later than [ ], 201[•], and, with respect
to the Option Securities, [ ] [a.][p.]m., New York time, on the date specified by the Representatives
in the written notice given by the Representatives’ election to purchase such Option Securities, or such other time and date
as the Representatives and the Partnership may agree upon in writing, but not later than [ ], 201[•].
Such time and date for delivery of the Offered Securities is herein called the “
First Time of Delivery
”, such
time and date for delivery of the Option Securities, if not the First Time of Delivery, is herein called the “
Second Time
of Delivery
”, and each such time and date for delivery is herein called a “
Time of Delivery
”.
(b) The documents to
be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to
Section 8
hereof, including
the cross receipt for the Securities and any additional documents requested by the Underwriters
pursuant to
Section 8(n)
hereof, will be delivered at the offices of Cravath, Swaine & Moore LLP, Worldwide Plaza,
825 Eighth Avenue, New York, New York 10019 (the “
Closing Location
”). A meeting will be held at the Closing
Location at 5:00 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting
the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this
Section 4
, “
New York Business Day
” shall mean each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated
by law or executive order to close.
5. The Partnership Parties
agree with each of the Underwriters:
(a) To prepare the Final
Prospectus in a form approved by the Representatives and to file such Final Prospectus pursuant to Rule 424(b) under the Act
not later than the Commission’s close of business on the second business day following the execution and delivery of this
Agreement; to make no further amendment or any supplement to the Registration Statement or the Final Prospectus prior to the last
Time of Delivery, which shall be disapproved by the Representatives promptly after reasonable notice thereof; to advise the Representatives,
promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes
effective or any amendment or supplement to the Final Prospectus has been filed and to furnish the Representatives with copies
thereof; to file promptly all material required to be filed by the Partnership with the Commission pursuant to Rule 433(d)
under the Act; to file promptly all reports and any definitive proxy or information statements required to be filed by the Partnership
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus
and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act)
is required in connection with the offering or sale of the Securities; to advise the Representatives, promptly after it receives
notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary
Prospectus or other prospectus in respect of the Securities, of the suspension of the qualification of the Securities for offering
or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Final Prospectus or
Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly
use its best efforts to obtain the withdrawal of such order;
(b) Promptly from time
to time to take such action as the Representatives may reasonably request to qualify the Securities for offering and sale under
the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance
of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities,
provided that in connection therewith the Partnership shall not be required to qualify as a foreign corporation or to file a general
consent to service of process or to subject itself to taxation for doing business in any jurisdiction if it is not otherwise so
subject;
(c) Prior to 10:00 a.m.,
New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to furnish the
Representatives with written and electronic copies of the Final Prospectus in New York City in such quantities as the Representatives
may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under
the Act) is required, at any time prior to the expiration of nine months after the time of issue of the Final Prospectus in connection
with the offering or sale of the Securities and if at such time any event shall have occurred as a result of which the Final Prospectus
as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made when such Final Prospectus
(or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other
reason it shall be necessary during such same period to amend or supplement the
Final Prospectus or to file under the Exchange
Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify
the Representatives and upon the request of the Representatives to file such document or to prepare and furnish without charge
to each Underwriter and to any dealer in securities as many written and electronic copies as the Representatives may from time
to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement
or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the
notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Securities at any time nine months
or more after the time of issue of the Final Prospectus, upon the request of the Representatives but at the expense of such Underwriter,
to prepare and deliver to such Underwriter as many written and electronic copies as the Representatives may request of an amended
or supplemented Final Prospectus complying with Section 10(a)(3) of the Act;
(d) To make generally
available to its securityholders as soon as practicable, but in any event not later than sixteen months after the effective date
of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Partnership and its
subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission
thereunder (including, at the option of the Partnership, Rule 158);
(e) During the period
beginning from the date hereof and continuing to and including the date [•] days after the date of the Final Prospectus (the
“
Lock-Up Period
”), not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make
any short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement
under the Act relating to, any securities of the Partnership that are substantially similar to the Securities including but not
limited to any options to purchase any Securities or publicly disclose the intention to make any offer, sale, pledge, disposition
or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences
of ownership of the Securities or any such other securities, whether any such transaction described in clause (i) or (ii)
above is to be settled by delivery of the Securities or such other securities, in cash or otherwise (other than (x) the Securities
to be sold hereunder, (y) securities offered or sold pursuant to employee stock option or other incentive compensation plans
or employment arrangements existing on the date hereof as described in the Pricing Prospectus, or, provided such securities do not vest or become exercisable
until after the Lock-Up Period, pursuant to incentive compensation plans or employment arrangements entered into in the ordinary
course, or (z) the establishment of a trading plan pursuant to Rule 10b5-1 under the Act, for the transfer of [Common/Other]
Units, provided that such plan does not provide for the transfer of [Common/Other] Units during the Lock-Up Period), without the
prior written consent of the Representatives;
(f) During the first
12 months following the last Time of Delivery, to furnish to its unitholders as soon as practicable after the end of each
fiscal year an annual report (including a balance sheet and statements of income, unitholders’ equity and cash flows of the
Partnership and its consolidated subsidiaries certified by an independent registered public accounting firm) and, as soon as practicable
after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective
date of the Registration Statement),
to make available to its unitholders consolidated summary financial information of the Partnership
and its subsidiaries for such quarter in reasonable detail reviewed in accordance with SAS 100 by an independent registered public
accounting firm;
provided
,
however
, that the Partnership may satisfy the requirements of this subsection by making
any such reports, communications or information available on its website or by filing or furnishing such information with the Commission
via EDGAR;
(g) During a period
of three years from the effective date of the Registration Statement, to furnish to the Representatives copies of all reports or
other communications (financial or other) furnished to its unitholders, and to deliver to the Representatives as soon as they are
available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities
exchange on which any class of securities of the Partnership is listed;
provided
,
however
, that the Partnership may
satisfy the requirements of this subsection by making any such reports, communications or information available on its web site
or by filing or furnishing such information with the Commission via EDGAR;
(h) The Partnership
will promptly notify the Representatives if the Partnership ceases to be an Emerging Growth Company at any time prior to the later
of (i) completion of the distribution of the Securities within the meaning of the Act and (ii) completion of the Lock-Up
Period referred to in
Section 5(e)
hereof;
(i) To use the net proceeds
received by the Partnership from the sale of the Securities pursuant to this Agreement in the manner specified in the Pricing Prospectus
under the caption “Use of Proceeds”;
(j) To use its reasonable
best efforts to list, subject to notice of issuance, the Securities on the Exchange;
(k) To file with the
Commission such information on Form 20-F as may be required by Rule 463 under the Act;
(l) If the Partnership
elects to rely upon Rule 462(b), the Partnership shall file a Rule 462(b) Registration Statement with the Commission
in compliance with Rule 462(b) by 10:00 p.m., New York time, on the date of this Agreement, and the Partnership shall
at the time of filing either pay to the Commission
the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant
to Rule 111(b) under the Act; and
(m) Upon request of
any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Partnership’s trademarks,
servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the
on-line offering of the Securities (the “
License
”);
provided, however
, that the License shall be used
solely for the purpose described above, is granted without any fee and may not be assigned or transferred.
6. (a) The Partnership
represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating
to the Securities that would
constitute a “free writing prospectus” as defined in Rule 405 under the Act; each
Underwriter represents and agrees that, without the prior consent of the Partnership and the Representatives, it has not made and
will not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed with the
Commission; any such free writing prospectus the use of which has been consented to by the Partnership and the Representatives
is listed on
Schedule II
hereto.
(b) The Partnership
has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus,
including timely filing with the Commission or retention where required and legending.
(c) The Partnership
agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of
which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus
or the Final Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Partnership will give
prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge
to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission;
provided, however
, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free
Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Partnership by an Underwriter
through the Representatives expressly for use therein.
7. The Partnership covenants
and agrees with the several Underwriters that the Partnership will pay or cause to be paid the following: (i) the reasonable
fees, disbursements and expenses of the Partnership’s counsel and accountants in connection with the registration of the
Securities under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration
Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Final Prospectus and amendments and supplements
thereto and the mailing and delivering of copies thereof to the Underwriters and dealers up to an agreed amount; (ii) the
cost of printing or producing any agreement among the Underwriters, this Agreement, [the Indenture], any Blue Sky memorandum, closing
documents (including any compilations thereof) and any other documents
in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the
qualification of the Securities for offering and sale under state securities laws as provided in
Section 5(b)
hereof,
including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with
the Blue Sky survey; (iv) all fees and expenses in connection with listing the Securities on the Exchange; (v) the filing
fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA
of the terms of the sale of the Securities (such expenses of counsel shall not exceed $25,000); (vi) the cost of preparing
certificates, as applicable; (vii) the cost and charges of any transfer agent or registrar; and (viii) all other costs
and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this
Section 7
. It is understood, however, that the Underwriters will pay, except as provided in this
Section 7
,
and
Sections 9
and
13
hereof, all of their own costs and expenses, including the fees and
disbursements of their counsel, transfer
taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.
8. The obligations of
the Underwriters hereunder, as to the Securities to be delivered at each Time of Delivery, shall be subject, in their discretion,
to the condition that all representations and warranties and other statements of the Partnership Parties herein are, at and as
of such Time of Delivery, true and correct, the condition that the Partnership Parties shall have performed all of their obligations
hereunder theretofore to be performed, and the following additional conditions:
(a) The Final Prospectus
shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed
for such filing by the rules and regulations under the Act and in accordance with
Section 5(a)
hereof; all material
required to be filed by the Partnership pursuant to Rule 433(d) under the Act shall have been filed with the Commission within
the applicable time period prescribed for such filing by Rule 433; if the Partnership has elected to rely upon Rule 462(b)
under the Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., New York time, on the date
of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no stop order suspending or
preventing the use of the Final Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of the Commission shall have been complied with to the reasonable
satisfaction of the Representatives;
(b) [ ], counsel for
the Underwriters, shall have furnished to the Representatives such written opinion or opinions, dated such Time of Delivery, in
form and substance reasonably satisfactory to the Representatives, and such counsel shall have received such papers and information
as they may reasonably request to enable them to pass upon such matters;
(c) Cravath, Swaine &
Moore LLP, U.S. counsel for the Partnership Parties, shall have furnished to the Representatives their written opinion, dated such
Time of Delivery, in form and substance satisfactory to the Representatives, to the effect set forth in
Annex I
;
(d) Cozen O’Connor,
special counsel on matters of Marshall Islands law for the Partnership Parties, shall have furnished to the Representatives their
written opinion, dated such Time of Delivery, in form and substance satisfactory to the Representatives, to the effect set forth
in
Annex II
;
(e) Conyers Dill &
Pearman Limited, special Bermuda counsel for the Partnership Parties, shall have furnished to the Representatives their written
opinion, dated such Time of Delivery, in form and substance satisfactory to the Representatives, to the effect set forth in
Annex III
;
(f) CMS Cameron McKenna
LLP, special English counsel for the Partnership Parties, shall have furnished to the Representatives their written opinion, dated
such Time of Delivery, in form and substance satisfactory to the Representatives, to the effect set forth in
Annex IV
;
(g) On the date hereof
and at each Time of Delivery, Deloitte LLP shall have furnished to the Representatives a letter or letters, dated the respective
dates of delivery thereof, containing statements and information of the type ordinarily included in accountants’ “comfort
letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration
Statement, Pricing Prospectus and Final Prospectus, in form and substance satisfactory to the Representatives;
(h) (i) None of
the Partnership Entities shall have sustained since the date of the latest audited financial statements included or incorporated
by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood, piracy, terrorism
or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Pricing Prospectus and (ii) since the respective dates as of which information
is given in the Pricing Prospectus there shall not have been any change in the capital or long-term debt of the Partnership Entities
or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position,
unitholders’ or shareholders’ equity, as applicable, or results of operations of the Partnership Entities, otherwise
than as set forth or contemplated in the Pricing Prospectus, the effect of which, in any such case described in clause (i)
or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed
with the public offering or the delivery of the Securities being delivered at such Time of Delivery on the terms and in the manner
contemplated in the Final Prospectus;
(i) On or after the
Applicable Time (i) no downgrading shall have occurred in the rating accorded the Partnership Parties’ debt securities
or preferred stock by any “nationally recognized statistical rating organization”, as such term is defined in Section
3(a)(62) of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of any of the Partnership Parties’ debt securities or preferred stock;
(j) On or after the
Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in
securities generally on the Exchange or the NASDAQ Global Select Stock Market; (ii) a suspension or material limitation in
trading in the Partnership Parties’ securities on the Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the Republic of the Marshall Islands or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being delivered at such Time of Delivery on the terms and in the manner contemplated in the Final Prospectus;
(k) The Securities to
be sold by the Partnership at such Time of Delivery shall have been duly listed, subject to notice of issuance, on the Exchange;
(l) The Partnership
shall have obtained and delivered to the Underwriters executed copies of an agreement substantially in form attached hereto as
Schedule IV
from those individuals and entities listed on
Schedule V
;
(m) The Partnership
shall have complied with the provisions of
Section 5(c)
hereof with respect to the furnishing of prospectuses on the
New York Business Day next succeeding the date of this Agreement; and
(n) The Partnership
shall have furnished or caused to be furnished to the Representatives at such Time of Delivery certificates of officers of the
Partnership satisfactory to the Representatives as to the accuracy of the representations and warranties of the Partnership herein
at and as of such Time of Delivery, as to the performance by the Partnership of all of its obligations hereunder to be performed
at or prior to such Time of Delivery, as to the matters set forth in subsection (a) of this Section and as to such other matters
as the Representatives may reasonably request.
9. (a) The Partnership
Parties will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several,
to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Final Prospectus, or any amendment
or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed
pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each
Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending
any such action or claim as such expenses are incurred;
provided
,
however
, that the Partnership Parties shall not
be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus,
the Pricing Prospectus, the Final Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Partnership Parties by any Underwriter through the Representatives expressly for use therein.
(b) Each Underwriter,
severally and not jointly, will indemnify and hold harmless the Partnership Parties against any losses, claims, damages or liabilities
to which the Partnership Parties may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Final Prospectus, or any amendment
or supplement thereto, any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission
was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Final Prospectus, or any amendment
or supplement thereto, any Issuer Free
Writing Prospectus, in reliance upon and in conformity with written information furnished
to the Partnership Parties by such Underwriter through the Representatives expressly for use therein; and will reimburse the Partnership
Parties for any legal or other expenses reasonably incurred by the Partnership Parties in connection with investigating or defending
any such action or claim as such expenses are incurred.
(c) Promptly after receipt
by an indemnified party under subsection (a) or (b) above or
Section 10
of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection
or
Section 10
, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under
such subsection or
Section 10
. In case any such action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and,
to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel
to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection or
Section 10
for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written
consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect
to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether
or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment
(i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and
(ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any
indemnified party.
(d) If the indemnification
provided for in this
Section 9
is unavailable to or insufficient to hold harmless an indemnified party under subsection (a)
or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then
each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received
by the Partnership Parties on the one hand and the Underwriters on the other from the offering of the Securities. If, however,
the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed
to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid
or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the
relative fault of the Partnership Parties on the one hand and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Partnership Parties on the one hand and the Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received
by the Partnership Parties bear to the total underwriting
discounts and commissions
received by the Underwriters, in each case as set forth in the table on the cover page of the Final Prospectus. The relative fault
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to information supplied by the Partnership Parties on the one
hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Partnership Parties and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable
considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of
the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall
be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required
to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations and not joint.
(e) The obligations
of the Partnership Parties under this
Section 9
shall be in addition to any liability which the Partnership Parties
may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within
the meaning of the Act, each broker-dealer affiliate of any Underwriter and each director, officer, employee and agent of any Underwriter
or broker-dealer affiliate of any Underwriter; and the obligations of the Underwriters under this
Section 9
shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Partnership (including any person who, with his or her consent, is named in
the Registration Statement as about to become a director of the Partnership) and to each person, if any, who controls the Partnership
within the meaning of the Act.
10. [The Partnership
Parties hereby confirm that at their request [ ] has without compensation acted as “qualified
independent underwriter” (in such capacity, the “
QIU
”), within the meaning of FINRA Rule 5121, in
connection with the offering of the Securities. The Partnership Parties will indemnify and hold harmless the QIU, its directors,
officers, employees and agents and each person, if any, who controls such Underwriter within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to
which the QIU may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s
acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal
or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability
or action as such expenses
are incurred, provided,
however, that the Partnership Parties will not be liable in any such case to the extent that any such loss, claim, damage or liability
is finally judicially determined to have resulted from the gross negligence or willful misconduct of the QIU.]
11. (a) If any
Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder at a Time of Delivery,
the Representatives may in their discretion arrange for the Representatives or another party or other parties to purchase such
Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives
do not arrange for the purchase of such Securities, then the Partnership shall be entitled to a further period of thirty-six hours
within which to procure another party or other parties satisfactory to the Representatives to purchase such Securities on such
terms. In the event that, within the respective prescribed periods, the Representatives notify the Partnership that the Representatives
have so arranged for the purchase of such Securities, or the Partnership notifies the Representatives that it has so arranged for
the purchase of such Securities, the Representatives or the Partnership shall have the right to postpone such Time of Delivery
for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration
Statement or the Final Prospectus, or in any other documents or arrangements, and the Partnership agrees to file promptly any amendments
or supplements to the Registration Statement or the Final Prospectus which in the opinion of the Representatives may thereby be
made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this
Section 11
with like effect as if such person had originally been a party to this Agreement with respect to such Securities.
(b) If, after giving
effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives
and the Partnership as provided in subsection (a) above, the aggregate number of such Securities which remains unpurchased
does not exceed one-eleventh of the aggregate number of all the Securities to be purchased at such Time of Delivery, then the Partnership
shall have the right to require each non-defaulting Underwriter to purchase the number of Securities
which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter
to purchase its pro rata share (based on the number of Securities which such Underwriter agreed to purchase hereunder) of the Securities
of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve
a defaulting Underwriter from liability for its default.
(c) If, after giving
effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives
and the Partnership as provided in subsection (a) above, the aggregate number of such Securities which remains unpurchased
exceeds one-eleventh of the aggregate number of all the Securities to be purchased at such Time of Delivery, or if the Partnership
shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Securities
of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations
of the Underwriters to purchase and of the Partnership to sell the Option Securities) shall thereupon terminate, without liability
on the part of any non-defaulting Underwriter or the Partnership, except for the expenses to be borne by the Partnership Parties,
as applicable, and the Underwriters as provided in
Section 7
hereof and the indemnity and contribution agreements in
Section 9
hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
12. The respective indemnities,
agreements, representations, warranties and other statements of the Partnership Parties and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling
person of any Underwriter, or the Partnership, or any officer or director or controlling person of the Partnership, and shall survive
delivery of and payment for the Securities.
13. If this Agreement
shall be terminated pursuant to
Section 11
hereof, the Partnership Parties, as applicable, shall not then be under
any liability to any Underwriter except as provided in
Sections 7
and
9
hereof; but, if for any other reason,
any Securities are not delivered by or on behalf of the Partnership as provided herein, the Partnership Parties will reimburse
the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements
of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Securities
not so delivered, but the Partnership Parties shall then be under no further liability in respect of the Securities not so delivered
to any Underwriter except as provided in
Sections 7
and
9
hereof.
14. In all dealings
hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act
and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives.
All statements, requests,
notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile
transmission to the Representatives at, in the case of [ ], to [ ], Attention: [ ], in the case of [ ],
to [ ], Attention: [ ],
and in the case of [ ], to [ ], Attention: [ ],
Facsimile: [ ]; and if to the Partnership shall be delivered or sent by mail, telex or facsimile transmission
to the address of the Partnership set forth in the Registration Statement, Attention: Chief Financial Officer;
provided, however
,
that any notice to an Underwriter pursuant to
Section 9(c)
hereof shall be delivered or sent by mail, telex or facsimile
transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Partnership by the Representatives upon request;
provided, however
,
that notices under
Section 5(e)
shall be in writing, and if to the Underwriters shall be delivered or sent by mail,
telex or facsimile transmission to the Representatives at their addresses above. Any such statements, requests, notices or agreements
shall take effect upon receipt thereof.
In accordance with the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters
are required to obtain, verify and record information that identifies their respective clients, including the Partnership, which
information may include the name and address of their respective clients, as well as other information that will allow the Underwriters
to properly identify their respective clients.
15. This Agreement shall
be binding upon, and inure solely to the benefit of, the Underwriters, the Partnership Parties and, to the extent provided in
Sections 9
and
12
hereof, the
officers and directors
of the Partnership and each person who controls the Partnership or any Underwriter, and their respective heirs, executors, administrators,
successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser
of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.
16. Time shall be of
the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s
office in Washington, D.C. is open for business.
17. The Partnership
Parties acknowledge and agree that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length
commercial transaction between the Partnership Parties, on the one hand, and the several Underwriters, on the other, (ii) in
connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not
the agent or fiduciary of the Partnership Parties, (iii) no Underwriter has assumed an advisory or fiduciary responsibility
in favor of the Partnership Parties with respect to the offering contemplated hereby or the process leading thereto (irrespective
of whether such Underwriter has advised or is currently advising the Partnership Parties on other matters) or any other obligation
to the Partnership Parties except the obligations expressly set forth in this Agreement and (iv) the Partnership Parties have
consulted their own legal and financial advisors to the extent they deemed appropriate. The Partnership Parties agree that they
will not claim that the Underwriters have rendered advisory services of any nature or respect, or owes a fiduciary or similar duty
to the Partnership Parties, in connection with such transaction or the process leading thereto.
18. This Agreement supersedes
all prior agreements and understandings (whether written or oral) between the Partnership Parties and the Underwriters, or any
of them, with respect to the subject matter hereof.
19. THIS AGREEMENT AND
ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE
OF NEW YORK. The Partnership Parties agree that any suit or proceeding arising in respect of this agreement or the engagement of
the Representatives will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court
does not have subject matter jurisdiction, in any state court located in The City and County of New York, and the Partnership Parties
agree to submit to the jurisdiction of, and to venue in, such courts.
20. The Partnership
has appointed Puglisi & Associates as its authorized agent (the “
Authorized Agent
”) upon whom process may
be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein
which may be instituted, by any Underwriter, the directors, officers, employees and agents of any Underwriter, or by any person
who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit,
action or proceeding. The Partnership hereby represents and warrants that the Authorized Agent has accepted such appointment and
has agreed to act as
said agent for service of process, and each of them agrees to take any and all action, including the filing of any and all documents
that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized
Agent shall be deemed, in every respect, effective service of process upon the Partnership.
21. The Partnership
Parties and each of the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right
to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
22. This Agreement may
be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.
[
Remainder of page intentionally left
blank
.]
If the foregoing is
in accordance with the understanding of the Representatives, please sign and return to the Representatives one copy for each of
the Partnership Parties and the Representatives plus one copy for each counsel counterparts hereof, and upon the acceptance hereof
by the Representatives, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding
agreement between each of the Underwriters and the Partnership Parties. It is understood that the acceptance by the Representatives
of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of agreement among Underwriters,
the form of which shall be submitted to the Partnership for examination upon request, but without warranty on the part of the Representatives
as to the authority of the signers thereof.
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Very truly yours,
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GasLog Partners GP LLC
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By:
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GasLog Ltd., as sole member
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By:
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Name:
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Title:
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GasLog Partners LP
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By:
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Name:
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Title:
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GasLog Partners Holdings LLC
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By:
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GasLog Partners LP, as sole member
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By:
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Name:
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Title:
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Accepted as of the date hereof:
[ ]
[ ]
[ ]
On behalf of each of the Underwriters
Schedule I
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Underwriter
|
|
Total Number of
[
Insert Title of
Offered Security
]
to be Purchased
|
|
Number of
Optional Securities
to be Purchased if
Maximum Option
Exercised
|
|
[ ]
|
|
[ ]
|
|
[ ]
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|
[ ]
|
|
[ ]
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|
[ ]
|
|
[ ]
|
|
[ ]
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|
[ ]
|
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Total
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[ ]
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[ ]
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Schedule II
Free Writing Prospectus
[ ]
Schedule II(a)
|
Owned Vessels
|
|
Vessel
|
|
Flag
|
|
Owning Entity
|
|
IMO Number
|
|
GasLog Shanghai
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Bermuda
|
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GAS-three Ltd.
|
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9600528
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GasLog Santiago
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Bermuda
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GAS-four Ltd.
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9600530
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GasLog Sydney
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Bermuda
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GAS-five Ltd.
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9626273
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GasLog Seattle
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Bermuda
|
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GAS-seven Ltd.
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9634086
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GasLog Greece
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Bermuda
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GAS-eleven Ltd.
|
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9687019
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GasLog Geneva
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Bermuda
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GAS-thirteen Ltd.
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9707508
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Methane Rita Andrea
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Bermuda
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GAS-sixteen Ltd.
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9307188
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Methane Jane Elizabeth
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Bermuda
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GAS-seventeen Ltd.
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9307190
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Methane Alison Victoria
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Bermuda
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GAS-nineteen Ltd.
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9321768
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Methane Shirley Elisabeth
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Bermuda
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GAS-twenty Ltd.
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9321756
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Methane Heather Sally
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Bermuda
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GAS-twenty one Ltd.
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9321744
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Schedule II(b)
|
Contracted Vessels
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Vessel
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Flag
|
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Owning Entity
|
|
IMO Number
|
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[ ]
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[ ]
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[ ]
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[ ]
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Schedule III
Form of Lock-Up Agreement
GasLog Partners LP
Lock-Up Agreement
________, 201[●]
[ ]
[ ]
[ ]
As Representatives of the several
Underwriters
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Re:
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GasLog Partners LP – Lock-Up Agreement
|
Ladies and Gentlemen:
The undersigned understands
that [ ], [ ], and [ ], as representatives
(the “Representatives”), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named
in
Schedule I
to such agreement (collectively, the “
Underwriters
”), with GasLog Partners GP
LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (the “
General Partner
”),
GasLog Partners LP, a limited partnership organized under the laws of the Republic of the Marshall Islands (the “
Partnership
”),
and GasLog Partners Holdings LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands
(the “
Operating Company
” and together with the General Partner and the Partnership, the “
Partnership
Parties
”), providing for a public offering of the Partnership’s [Common/Other] units representing limited partner
interests in the Partnership (the “[
Common/Other Units
”) pursuant to a Registration Statement on Form F-3
(the “
Registration Statement
”) filed with the Securities and Exchange Commission (the “
SEC
”).
In consideration of
the agreement by the Underwriters to offer and sell the [Common/Other] Units, and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following
paragraph (the “
Lock-Up Period
”), the undersigned will not offer, sell, contract to sell, pledge, grant any
option to purchase, make any short sale or otherwise dispose of any [Common/Other] Units of the Partnership, or any options or
warrants to purchase any [Common/Other] Units of the Partnership, or any securities convertible into, exchangeable for or that
represent the right to receive [Common/Other] Units of the Partnership, whether now owned or hereinafter acquired, owned directly
by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within
the rules and regulations of the SEC (collectively the “
Undersigned’s Units
”). The foregoing restriction
is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which
reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Units even if such [Common/Other]
Units would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without
limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to
any of the Undersigned’s Units or with respect to any
security that includes, relates to, or derives any significant part
of its value from such [Common/Other] Units.
The initial Lock-Up
Period will commence on the date of this Lock-Up Agreement and continue for [•] days after the public offering date set forth
on the final prospectus used to sell the [Common/Other] Units (the “
Public Offering Date
”) pursuant to the Underwriting
Agreement.
Notwithstanding the
foregoing, the undersigned may transfer the Undersigned’s Units (i) as a
bona fide
gift or gifts, provided that
the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct
or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees
to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition
for value, (iii) with the prior written consent of [ ] on behalf of the Underwriters, (iv) to
any of its Affiliates (as such term is defined in Rule 405 under the U.S. Securities Act of 1933, as amended) or as distributions
to members, general partners and limited partners or shareholders of the undersigned who, in any case under this clause (iv), agree
to be bound by the terms of this Lock-Up Agreement, provided that no filing under Section 16(a) of the Securities Exchange
Act of 1934, as amended (the “
Exchange Act
”), shall be required or shall be voluntarily made, or (v) in
the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of [Common/Other] Units,
provided that such plan does not provide for the transfer of [Common/Other] Units during the Lock-Up Period. For purposes of
this Lock-Up Agreement, “
immediate family
” shall mean any relationship by blood, marriage or adoption, not
more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation, the corporation
may transfer the Undersigned’s Units to any wholly owned subsidiary of such corporation;
provided, however
, that in
any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is
receiving and holding such [Common/Other] Units subject to the provisions of this Lock-Up Agreement and there shall be no further
transfer of such [Common/Other] Units except in accordance with this Lock-Up Agreement, and provided further that any such
transfer shall not involve a disposition for value. The undersigned now has, and, except as contemplated by clauses (i) through
(v) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Units,
free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Partnership’s transfer agent and registrar against the transfer of the Undersigned’s
Units except in compliance with the foregoing restrictions.
The undersigned understands
that the Partnership Parties and the Representatives are relying upon this Lock-Up Agreement in proceeding toward consummation
of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s
heirs, legal representatives, successors, and assigns.
* *
*
If (i) the Partnership
notifies you in writing that it does not intend to proceed with the public offering, (ii) the Registration Statement filed
with the SEC with respect to the public offering of the [Common/Other] Units is withdrawn or (iii) for any reason the Underwriting
Agreement shall be terminated prior to the First Time of Delivery (as defined in the Underwriting Agreement), the provisions of
this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder.
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Very truly yours,
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[Exact Name of Unitholder]
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Authorized Signature
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Title
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Schedule IV
List of Individuals and Entities Subject
to Lock Up Agreement
[ ]
Schedule V
Information Included in the Pricing
Prospectus
Initial price to the public: $[ ]
Number of [
Offered Securities
] offered to the public:
[ ]
Schedule VI
Covered Agreements
[ ]
Schedule VII
Operative Agreements
[ ]
Schedule VIII
Specified Agreements
[ ]
Annex I
U.S. COUNSEL OPINION
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1.
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Assuming that the Underwriting Agreement has been duly authorized by each of the Partnership Parties
under the laws of its respective jurisdiction of formation, the Underwriting Agreement has been duly executed and delivered by
the Partnership Parties, to the extent such execution and delivery are governed by the laws of the State of New York.
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2.
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The Registration Statement became effective under the Act on [ ],
2017 (the “
Effective Date
”), and thereupon the offering of the [
Offered Securities
] as contemplated by
the Prospectus became registered under the Act; to such counsel’s knowledge, no stop order suspending the effectiveness of
the Registration Statement has been issued and, to such counsel’s knowledge, no proceedings for that purpose have been instituted
or are pending or contemplated under the Act; and the required filing of the Final Prospectus pursuant to Rule 424(b) has been
made in the manner and within the time period required by Rule 424(b) (without reference to Rule 424(b)(8)).
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3.
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Assuming that the Operative Documents governed by New York law (the “
NY Operative Documents
”)
have been duly authorized and validly executed and delivered by each of the Partnership Parties or the other entities party thereto
under the laws of Bermuda or the Republic of The Marshall Islands, as applicable, each NY Operative Document constitutes a legal,
valid and binding obligation of the relevant Partnership Party that is a party to such NY Operative Document.
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4.
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The statements made in the Registration Statement, Pricing Prospectus and Final Prospectus under
“Our Cash Distribution Policy and Restrictions on Distributions,” “Description of the [Common/Other] Units”
and “Summary of Our Partnership Agreement,” insofar as such statements purport to summarize any agreement, statute
or regulation or refer to statements of law or legal conclusions, fairly summarize the matters described therein; provided, however,
that we express no opinion with respect to any laws other than the laws of the State of New York and, to the extent specifically
identified herein, the federal laws of the United States of America.
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5.
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No authorization, approval or other action by, and no notice to, consent of, order of or filing
with, any United States Federal or New York State governmental authority is required to be made or obtained by the Partnership
for the consummation of the transactions contemplated by the Underwriting Agreement, other than (i) those that have been obtained
or made under the Act, (ii) those that may be required under the Act in connection with the use of a “free writing prospectus”
and (iii) those that may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution
of the Units by the Underwriters.
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6.
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Based solely on the certificate dated the date hereof, from an officer of the Partnership, after
giving effect to the offering and sale of the [
Offered Securities
], the Partnership will not be an “investment company”
as such term is defined in the Investment Company Act of 1940, as amended.
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7.
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None of the Partnership Entities should be a “passive foreign investment company” as
such term is defined in the Internal Revenue Code of 1986, as amended.
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8.
|
The [
Offered Securities
] have been duly registered as a class pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended.
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9.
|
Assuming the validity of such action under the laws of the Marshall Islands and Bermuda relating
to submission to jurisdiction, pursuant to Sections 18 and 19 of the Underwriting Agreement (a) the Partnership Parties validly
and irrevocably submitted to the personal jurisdiction of the courts of the State of New York, and (b) the Partnership appointed
Puglisi & Associates as its agent for service of process.
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10.
|
The Partnership is a “foreign private issuer” as defined in Rule 405 under the Securities
Act.
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11.
|
None of the execution, delivery and performance on the date hereof of the terms of the Operative
Agreements by the Partnership Parties party thereto nor the consummation by the Partnership Parties of the transactions set forth
therein will result in any violation of United States Federal or New York State law, rule or regulation or any ruling, judgment,
order or decree known to us and of the type that in our experience typically would be applicable to transactions of the type contemplated
by the Operative Agreements, of any United States Federal or New York State court, agency or official having jurisdiction over
the Partnership or any of its subsidiaries or any of the properties or assets of the Partnership or any of its subsidiaries.
|
In addition to the matters
set forth above, such counsel shall also state (i) on the basis of information gained in the course of the performance of the services
rendered, that, the Registration Statement, at the time it initially became effective, and the Final Prospectus, as of the Closing
Date, appeared or appears on its face to be appropriately responsive in all material respects to the requirements of the Act and
the applicable rules and regulations thereunder, except that such counsel does not express any view as to the financial statements,
other information of an accounting or financial nature and (ii) that their work in connection with this matter did not disclose
any information that gave them reason to believe that (a) the Registration Statement, at the time the Registration Statement became
effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (b) the Final Prospectus, as of its date or at the Closing Date included
or includes, an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading or (c) the Pricing Prospectus,
as of the Applicable Time, included an untrue statement of a material fact or omitted to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that, in each
case, such counsel does not express any view as to the financial statements, other information of an accounting or financial nature.
Annex II
MATTERS TO BE COVERED BY MARSHALL ISLANDS
COUNSEL OPINION
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1.
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The Partnership is a limited partnership validly subsisting in good standing under Marshall Islands
law and has all requisite limited partnership power and authority to own or lease and to operate its properties and to conduct
its business in all material respects as described in the Registration Statement, the Pricing Prospectus and the Prospectus.
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2.
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The General Partner is a limited liability company validly subsisting in good standing under Marshall
Islands law and has all requisite limited liability company power and authority to own or lease and to operate its properties and
to conduct its business in all material respects and act as the general partner of the Partnership as described in the Registration
Statement, the Pricing Prospectus and the Prospectus.
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3.
|
The Operating Company is a limited liability company validly subsisting in good standing under
Marshall Islands law and has all requisite limited liability company power and authority to own or lease and to operate its properties
and to conduct its business in all material respects as described in the Registration Statement, the Pricing Prospectus and the
Prospectus.
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4.
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GasLog owns of record 100% of the limited liability company interests in the General Partner. Such
limited liability company interests have been duly authorized and validly issued in accordance with the General Partner LLC Agreement
and, to our knowledge, are fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except
as such nonassessability may be affected by Sections 20, 31, 40 and 49 of the Marshall Islands LLC Act and except as may otherwise
be provided in the General Partner LLC Agreement); and to our knowledge, GasLog owns such limited liability company interest free
and clear of all Liens (except for restrictions on transferability under applicable securities laws or as described in the Pricing
Prospectus or the Prospectus).
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5.
|
The General Partner owns of record the General Partner Interest and is the sole general partner
of the Partnership. Such General Partner Interest has been duly authorized and validly issued in accordance with the Partnership
Agreement and, to our knowledge, is fully paid (to the extent required under the Partnership Agreement) and nonassessable (except
as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Marshall Islands LP Act and except as may otherwise
be provided in the Partnership Agreement); and to our knowledge, the General Partner owns such General Partner Interest free and
clear of all Liens (except for restrictions on transferability under applicable securities laws or as described in the Pricing
Prospectus or the Prospectus).
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6.
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The Partnership owns of record 100% of the limited liability company interests in the Operating
Company. Such limited liability company interests have been duly authorized and validly issued in accordance with the Operating
Company LLC Agreement and, to our knowledge, are fully paid (to the extent required under the Operating Company LLC Agreement)
and nonassessable (except as such nonassessability may be affected by Sections 20, 31, 40 and 49 of the Marshall Islands LLC Act
and except as may otherwise be provided in the Operating Company LLC Agreement); and to our knowledge, the Partnership owns such
limited liability company interests free and clear of all Liens (except for restrictions on transferability under applicable securities
laws or as described in the Pricing Prospectus or the Prospectus).
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7.
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To our knowledge, the Operating Company owns of record all of the outstanding shares of capital
stock of each of the Bermuda subsidiaries listed on Exhibit A to this opinion free and clear of all Liens (except for restrictions
on transferability under applicable securities laws or as described in the Pricing Prospectus or the Prospectus).
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8.
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To our knowledge, except as described in or incorporated by reference into the Underwriting Agreement,
the Pricing Prospectus or the Prospectus, there are no preemptive rights or other rights to subscribe for or to purchase, or any
other restriction upon transfer of, any limited partner interests in the Partnership.
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9.
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Each of the MI Entities has all requisite limited partnership or limited liability company power
and authority, as applicable, to execute and deliver the Underwriting Agreement and each of the other Operative Documents to which
it is a party and, in each case as applicable, to perform its obligations thereunder and to consummate the transactions contemplated
thereby.
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10.
|
The execution and delivery of the Underwriting Agreement and each of the other Operative Documents
by the MI Entities party thereto have been duly authorized by all necessary limited partnership or limited liability company action,
as applicable, of the relevant MI Entities.
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11.
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The Underwriting Agreement and each of the other Operative Agreements have been validly executed
and delivered by each of the MI Entities party thereto, and the Underwriting Agreement and each Operative Agreement is a valid
and legally binding agreement of each of the MI Entities party thereto enforceable against each of the MI Entities party thereto
in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization,
moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general
principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement
is sought in a proceeding at law or in equity), and except that rights to indemnification and contribution thereunder may be limited
by securities laws or considerations of public policy relating thereto.
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12.
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The execution, delivery and performance of the Underwriting Agreement and each of the other Operative
Agreements by each of the MI Entities party thereto, and the performance by each of the MI Entities of their respective obligations
thereunder and the consummation of the transactions contemplated thereby, do not and will not (i) conflict with or constitute a
violation of the organizational documents of the relevant MI Entity; (ii) violate any statute or law of general application of
Republic of the Marshall Islands to which the relevant MI Entity is subject; or (iii) to our knowledge, violate any judgment, order
or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority situated in the
Republic of the Marshall Islands directed to an MI Entity in a proceeding before such court, regulatory body, administrative agency,
governmental body, arbitrator or other authority in the Republic of the Marshall Islands to which such MI Entity is a party.
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13.
|
No permit, consent, approval, authorization, order, registration, filing or qualification of or
with any governmental agency or body of the Republic of the Marshall Islands having jurisdiction over the MI Entities or any of
their respective properties is required in connection with the execution and delivery by each of the MI Entities of the Underwriting
Agreement and each of the Operative Documents to which it is a party, the consummation of the transactions contemplated thereby
or the performance by the MI Entities of their respective obligations thereunder.
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14.
|
No permits, licenses, franchises, concessions, certificates and authorizations of, or declarations
or filings with, any governmental or regulatory authorities of the Republic of the Marshall Islands are required for each of the
MI Entities to own or lease and to operate its properties and to conduct its business in the manner described in the Prospectus,
other than such permits, consents, licenses, franchises, concessions, certificates and authorizations, declarations or filings
with any Marshall Islands governmental authority currently held or filed by such MI Entity and which must be filed by such MI Entity
annually in the future.
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15.
|
When the [
Offered Securities
] are issued against payment therefor in accordance with the
terms and conditions of the Underwriting Agreement, the Partnership Agreement and the Prospectus, the [
Offered Securities
]
will be duly authorized and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent
required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 30, 41,
51 and 60 of the Marshall Islands LP Act).
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16.
|
The Incentive Distribution Rights have been duly authorized and validly issued in accordance with
the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except
as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Marshall Islands Limited Partnership Act); and to
our knowledge, GasLog owns such Incentive Distribution Rights free and clear of all Liens (except for restrictions on transferability
under applicable securities laws or as described in the Pricing Prospectus or the Prospectus).
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17.
|
To our knowledge, there is no pending or threatened action, suit, proceeding or investigation before
or by any Marshall Islands court, governmental agency or authority against any of the MI Entities of a character required to be
disclosed in the Registration Statement, Pricing Prospectus or Prospectus which is not adequately disclosed as required.
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18.
|
The statements in the Registration Statement and Prospectus under the captions “Non-United
States Tax Considerations—Marshall Islands Tax Consequences”, and “Service of Process and Enforcement of Civil
Liabilities,” insofar as they constitute summaries of Marshall Islands law or legal conclusions of Marshall Islands law,
accurately describe in all material respects the portions of the statutes and regulations addressed thereby, subject to the qualifications
and assumptions stated therein.
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19.
|
So long as none of the [
Offered Securities
] are owned directly or indirectly by the Republic
of the Marshall Islands or any other sovereign, the MI Entities are not entitled to any immunity under the laws of the Republic
of the Marshall Islands, whether characterized as sovereign immunity or otherwise, from any legal proceedings in respect of themselves
or their respective properties in relation to the Underwriting Agreement.
|
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20.
|
The choice of New York law to govern the Underwriting Agreement would be regarded by the courts
of the Marshall Islands as a matter of civil contract to be enforced in the same manner as other contracts.
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21.
|
The submission of each of the MI Entities to the exclusive jurisdiction of any Federal or State
court in the Borough of Manhattan, the City of New York in the Underwriting Agreement is valid and binding under the laws of the
Republic of the Marshall Islands. We would inform you, however, that the validity and enforceability of such submission to jurisdiction
provision set forth in the Underwriting Agreement
is not dependent on the law of the Republic of the Marshall Islands and such provision may not be enforceable under the laws of
any particular jurisdiction.
|
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22.
|
A final non-appealable judgment against any of the MI Entities entered by a court in any United
States or foreign jurisdiction in any suit, action or proceeding would be enforceable against the relevant MI Entity in the courts
of the Republic of the Marshall Islands without a retrial of the merits of the matter except where:
|
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|
(a)
|
it has not been pronounced by a court of competent jurisdiction;
|
|
|
(b)
|
it has not been given on the merits of the case;
|
|
|
(c)
|
it appears on the face of the proceeding to be founded on an incorrect view of international law
or a refusal to recognize the laws of the Republic of the Marshall Islands in cases in which such laws are applicable;
|
|
|
(d)
|
the proceedings in which the judgment was obtained are opposed to natural justice;
|
|
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(e)
|
it has been obtained by fraud;
|
|
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(f)
|
it sustains a claim founded on a breach of any law in force in the Republic of the Marshall Islands;
or
|
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|
(g)
|
it has been obtained by default where the relevant MI Entity was not represented.
|
Annex III
MATTERS TO BE COVERED BY BERMUDA COUNSEL
OPINION
|
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1.
|
Each of the Company, GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., GAS-seven Ltd., GAS-eleven Ltd.,
GAS-thirteen Ltd., GAS-sixteen Ltd., GAS-seventeen Ltd., GAS-nineteen Ltd., GAS-twenty Ltd., GAS-twenty one Ltd. is duly incorporated
and validly existing as an exempted company with limited liability under the laws of Bermuda in good standing (meaning solely that
the relevant company has not failed to make any required filing with any Bermuda governmental authority or to pay any Bermuda government
fee or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).
Each of the Company, GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., GAS-seven Ltd., GAS-eleven Ltd., GAS-thirteen Ltd., GAS-sixteen
Ltd., GAS-seventeen Ltd., GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. possesses the capacity to sue and be sued
in its own name under the laws of Bermuda.
|
|
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2.
|
Each of the Company, GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., GAS-seven Ltd., GAS-eleven Ltd.,
GAS-thirteen Ltd., GAS-sixteen Ltd., GAS-seventeen Ltd., GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. has the necessary
corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration
Statement, the Pricing Prospectus and the Prospectus.
|
|
|
3.
|
The Company has the necessary corporate power and authority to perform its obligations under the
Documents. The execution and delivery of the Documents and the performance by the Company of its obligations thereunder will not
violate the memorandum of association or bye-laws of the Company, nor any applicable law, regulation, order or decree in Bermuda.
|
|
|
4.
|
The Company has taken all corporate action required to authorize the execution, delivery and performance
of the Documents. The Documents have been duly executed and delivered by or on behalf of the Company and constitute the valid,
binding and enforceable obligations of the Company in accordance with the terms thereof.
|
|
|
5.
|
No order, consent, approval, licence, authorisation or validation of or exemption by any government
or public body or authority of Bermuda or any sub-division thereof is required to authorise or is required to be obtained by
the Company or the Underwriters to authorise or in connection with the execution, delivery, performance and enforcement of the
Documents including the consummation by the Company of the transactions contemplated by the Documents, except such as have been
duly obtained in accordance with Bermuda law and which are in full force and effect.
|
|
|
6.
|
No permit, licences, franchises, concessions, certificates and authorisations
of, or declarations or filings with, any governmental or regulatory authorities of Bermuda are required for the Company, GAS-three
Ltd., GAS-four Ltd., GAS-five Ltd., GAS-seven Ltd., GAS-eleven Ltd
., GAS-thirteen Ltd.,
GAS-sixteen
Ltd., GAS-seventeen Ltd., GAS-nineteen Ltd., GAS-twenty Ltd. or GAS-twenty one Ltd. to own or lease and to operate its properties
and to conduct its business in the manner described in the Prospectus, other than such permits, consents, licences, franchises,
concessions, certificates and authorisations, declarations or filings with any Bermuda governmental authority held or filed by
the Bermuda entities.
|
|
|
7.
|
Each of the Company, GAS-three Ltd., GAS-four Ltd., GAS-five Ltd.,
GAS-seven Ltd., GAS-eleven Ltd
., GAS-thirteen Ltd.,
GAS-sixteen Ltd., GAS-seventeen Ltd.,
GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. is not entitled to any immunity under the laws of Bermuda, whether characterized
as sovereign immunity or otherwise, from any legal proceedings relating to the Documents or the transactions contemplated thereby
in respect of themselves or their respective properties.
|
|
|
8.
|
The choice of the Foreign Laws as the governing law of the Documents is a valid choice of law and
would be recognized and given effect to in any action brought before a court of competent jurisdiction in Bermuda, except for those
laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of
which would be inconsistent with public policy, as such term is interpreted under the laws of Bermuda. The submission by the Company
to the non-exclusive jurisdiction of the New York Courts, the waiver by
|
the Company of any objection related
to inconvenient forum and the appointment by the Company of an agent for service of process, in each case pursuant to the Documents,
is valid and binding upon the Company.
|
|
9.
|
It is not necessary or desirable to ensure the enforceability in Bermuda of the Documents that
they be registered in any register kept by, or filed with, any governmental authority or regulatory body in Bermuda. However, to
the extent that any of the Documents create a charge over assets of a Company, it may be desirable to ensure the priority in Bermuda
of the charge that it be registered in the Register of Charges in accordance with Section 55 of the Bermuda Companies Act. On registration,
to the extent that Bermuda law governs the priority of a charge, such charge will have priority in Bermuda over any unregistered
charges, and over any subsequently registered charges, in respect of the assets which are the subject of the charge. A registration
fee of $630 will be payable in respect of the registration. While there is no exhaustive definition of a charge under Bermuda law,
a charge includes any interest created in property by way of security (including any mortgage, assignment, pledge, lien or hypothecation).
As the Documents are governed by the Foreign Laws, the question of whether it creates such an interest in property would be determined
under the Foreign Laws.
|
Annex IV
MATTERS TO BE COVERED BY ENGLISH COUNSEL
OPINION
|
|
1.
|
Based upon and subject to the reservations, qualifications and observations set out in our Opinion and to matters not disclosed
to us, we are of the opinion that the entering into and performance of the Issue Document by the Company will not breach any of
the express undertakings or covenants of the Obligors under the Credit Documents to which they are party which as a consequence
will lead to the occurrence of an Event of Default (as defined therein), but excluding therefrom all financial covenants or similar
undertakings on which we do not opine.
|
Exhibit 4.1
GASLOG PARTNERS LP
and
[ ],
as Trustee
FORM OF INDENTURE
Dated as of _____________, _____
TABLE OF CONTENTS
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Page
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ARTICLE 1
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Definitions
|
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SECTION 1.01.
|
|
Certain Terms Defined
|
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1
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ARTICLE 2
|
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Securities
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SECTION 2.01.
|
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Forms Generally
|
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5
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SECTION 2.02.
|
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Form of Trustee’s Certification of Authentication
|
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5
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SECTION 2.03.
|
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Amount Unlimited; Issuable in Series
|
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5
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SECTION 2.04.
|
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Authentication and Delivery of Securities
|
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8
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SECTION 2.05.
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Execution of Securities
|
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9
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SECTION 2.06.
|
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Certificate of Authorization
|
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10
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SECTION 2.07.
|
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Denomination and Date of Securities; Payments of Interest
|
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10
|
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SECTION 2.08.
|
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Regulation, Transfer and Exchange
|
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10
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SECTION 2.09.
|
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Mutilated, Defaced, Destroyed, Lost and Stolen Securities
|
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11
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SECTION 2.10.
|
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Cancellation of Securities
|
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12
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SECTION 2.11.
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Temporary Securities
|
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13
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SECTION 2.12.
|
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CUSIP Numbers
|
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13
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ARTICLE 3
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Covenants of the Issuer and the Trustee
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SECTION 3.01.
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Payment of Principal and Interest
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13
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SECTION 3.02.
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Offices for Payments, etc
|
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14
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SECTION 3.03.
|
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Appointment to Fill a Vacancy in Office of Trustee
|
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14
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SECTION 3.04.
|
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Paying Agents
|
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14
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SECTION 3.05.
|
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Certificate of the Issuer
|
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15
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SECTION 3.06.
|
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Securityholders Lists
|
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15
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SECTION 3.07.
|
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Reports by the Issuer
|
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16
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SECTION 3.08.
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Reports by the Trustee
|
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16
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ARTICLE 4
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Remedies of the Trustee and Securityholders on Event of Default
|
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SECTION 4.01.
|
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Event of Default; Acceleration of Maturity; Waiver of Default
|
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16
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SECTION 4.02.
|
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Collection of Indebtedness by Trustee; Trustee May Prove Debt
|
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19
|
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SECTION 4.03.
|
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Application of Proceeds
|
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21
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SECTION 4.04.
|
|
Suits for Enforcement
|
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22
|
|
SECTION 4.05.
|
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Restoration of Rights on Abandonment of Proceeding
|
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22
|
|
SECTION 4.06.
|
|
Limitations on Suits by Securityholder
|
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22
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|
SECTION 4.07.
|
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Unconditional Right of Securityholders to Institute Certain Suits
|
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23
|
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SECTION 4.08.
|
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Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default
|
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23
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SECTION 4.09.
|
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Control by Securityholders
|
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23
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SECTION 4.10.
|
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Waiver of Past Defaults
|
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24
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SECTION 4.11.
|
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Trustee to Give Notice of Default, But May Withhold in Certain Circumstances
|
|
24
|
|
SECTION 4.12.
|
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Right of Court to Require Filing of Undertaking to Pay Costs
|
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24
|
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|
|
|
|
|
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ARTICLE 5
|
|
|
|
|
|
|
|
Concerning the Trustee
|
|
|
|
|
|
|
|
SECTION 5.01.
|
|
Duties and Responsibilities of the Trustee; During Default; Prior to Default
|
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25
|
|
SECTION 5.02.
|
|
Certain Rights of the Trustee
|
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26
|
|
SECTION 5.03.
|
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Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof
|
|
28
|
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SECTION 5.04.
|
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Trustee and Agents May Hold Securities; Collections, etc
|
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28
|
|
SECTION 5.05.
|
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Moneys Held by Trustee
|
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28
|
|
SECTION 5.06.
|
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Compensation and Indemnification of Trustee and its Prior Claim
|
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28
|
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SECTION 5.07.
|
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Right of Trustee to Rely on Officers’ Certificate, etc
|
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29
|
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SECTION 5.08.
|
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Persons Eligible for Appointment as Trustee
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29
|
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SECTION 5.09.
|
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Resignation and Removal; Appointment of Successor Trustee
|
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30
|
|
SECTION 5.10.
|
|
Acceptance of Appointment by Successor Trustee
|
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31
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SECTION 5.11.
|
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Merger, Conversion, Consolidation or Succession to Business of Trustee
|
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32
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ARTICLE 6
|
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Concerning the Securityholders
|
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SECTION 6.01.
|
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Evidence of Action Taken by Securityholders
|
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32
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SECTION 6.02.
|
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Proof of Execution of Instruments and of Holding of Securities; Record Date
|
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33
|
|
SECTION 6.03.
|
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Holders to be Treated as Owners
|
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33
|
|
SECTION 6.04.
|
|
Securities Owned by Issuer Deemed Not Outstanding
|
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33
|
|
SECTION 6.05.
|
|
Right of Revocation of Action Taken
|
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34
|
|
ARTICLE 7
|
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Supplemental Indentures
|
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SECTION 7.01.
|
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Supplemental Indentures Without Consent of Securityholders
|
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34
|
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SECTION 7.02.
|
|
Supplemental Indentures With Consent of Securityholders
|
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35
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SECTION 7.03.
|
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Effect of Supplemental Indenture
|
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37
|
|
SECTION 7.04.
|
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Documents to Be Given to Trustee
|
|
37
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SECTION 7.05.
|
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Notation on Securities in Respect of Supplemental Indentures
|
|
37
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ARTICLE 8
|
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Consolidation, Merger, Sale or Conveyance
|
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|
|
|
|
|
|
SECTION 8.01.
|
|
Issuer May Consolidate, etc., on Certain Terms
|
|
38
|
|
SECTION 8.02.
|
|
Successor Substituted
|
|
38
|
|
SECTION 8.03.
|
|
Opinion of Counsel to Trustee
|
|
38
|
|
|
|
|
|
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ARTICLE 9
|
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|
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Satisfaction and Discharge of Indenture; Unclaimed Moneys
|
|
|
|
SECTION 9.01.
|
|
Satisfaction and Discharge of Indenture
|
|
39
|
|
SECTION 9.02.
|
|
Application by Trustee of Funds Deposited for Payment of Securities
|
|
42
|
|
SECTION 9.03.
|
|
Repayment of Moneys Held by Paying Agent
|
|
43
|
|
SECTION 9.04.
|
|
Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years
|
|
43
|
|
|
|
|
|
|
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ARTICLE 10
|
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|
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Miscellaneous Provisions
|
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|
|
|
|
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|
SECTION 10.01.
|
|
General Partner, Members, Officers and Directors of Issuer Exempt from Individual Liability
|
|
43
|
|
SECTION 10.02.
|
|
Provisions of Indenture for the Sole Benefit of Parties and Securityholders
|
|
43
|
|
SECTION 10.03.
|
|
Successors and Assigns of Issuer Bound by Indenture
|
|
44
|
|
SECTION 10.04.
|
|
Notices and Demands on Issuer, Trustee and Securityholders
|
|
44
|
|
SECTION 10.05.
|
|
Communication by Securityholders with Other Securityholders.
|
|
45
|
|
SECTION 10.06.
|
|
Officers’ Certificates and Opinions of Counsel; Statements to be Contained Therein
|
|
45
|
|
SECTION 10.07.
|
|
Payments Due on Saturdays, Sundays and Holidays
|
|
46
|
|
SECTION 10.08.
|
|
Conflict of any Provision of Indenture with Trust Indenture Act of 1939
|
|
46
|
|
SECTION 10.09.
|
|
New York Law to Govern
|
|
46
|
|
SECTION 10.10.
|
|
Counterparts
|
|
47
|
|
SECTION 10.11.
|
|
Effect of Headings
|
|
47
|
|
SECTION 10.12.
|
|
Securities in a Non-U.S. Currency
|
|
47
|
|
SECTION 10.13.
|
|
Submission to Jurisdiction
|
|
47
|
|
SECTION 10.14.
|
|
Judgment Currency
|
|
48
|
|
SECTION 10.15.
|
|
Waiver of Jury Trial
|
|
48
|
|
SECTION 10.16.
|
|
Force Majeure
|
|
48
|
|
|
|
|
|
|
|
ARTICLE 11
|
|
|
|
|
|
|
|
Redemption of Securities
|
|
|
|
|
|
|
|
SECTION 11.01.
|
|
Applicability Of Article
|
|
49
|
|
SECTION 11.02.
|
|
Notice Of Redemption; Partial Redemptions
|
|
49
|
|
SECTION 11.03.
|
|
Payment of Securities Called for Redemption
|
|
50
|
|
SECTION 11.04.
|
|
Exclusion of Certain Securities from Eligibility for Selection for Redemption
|
|
51
|
CROSS-REFERENCE
TABLE*
|
Trust Indenture Act Section
|
Indenture Section
|
|
310
|
(a)(1)
|
5.08
|
|
|
(a)(2)
|
5.08
|
|
|
(a)(3)
|
Not Applicable
|
|
|
(a)(4)
|
Not Applicable
|
|
|
(a)(5)
|
5.08
|
|
|
(b)
|
5.09(b)
|
|
|
(c)
|
Not Applicable
|
|
311
|
(a)
|
5.04
|
|
|
(b)
|
5.04
|
|
|
(c)
|
Not Applicable
|
|
312
|
(a)
|
3.06
|
|
|
(b)
|
10.05
|
|
|
(c)
|
10.05
|
|
313
|
(a)
|
3.08
|
|
|
(b)(1)
|
Not Applicable
|
|
|
(b)(2)
|
3.08
|
|
|
(c)
|
3.08; 10.02
|
|
|
(d)
|
3.08
|
|
314
|
(a)
|
3.05; 3.07
|
|
|
(b)
|
Not Applicable
|
|
|
(c)(1)
|
10.06
|
|
|
(c)(2)
|
10.06
|
|
|
(c)(3)
|
10.06
|
|
|
(d)
|
Not Applicable
|
|
|
(e)
|
10.06
|
|
|
(f)
|
Not Applicable
|
|
315
|
(a)
|
5.01
|
|
|
(b)
|
4.11
|
|
|
(c)
|
5.01
|
|
|
(d)
|
5.01
|
|
|
(e)
|
4.12
|
|
316
|
(a) (last sentence)
|
6.04
|
|
|
(a)(1)(A)
|
4.09
|
|
|
(a)(1)(B)
|
4.10
|
|
|
(a)(2)
|
Not Applicable
|
|
|
(b)
|
4.07
|
|
|
(c)
|
6.02
|
|
|
317 (a)(1)
|
4.02
|
|
|
(a)(2)
|
4.02
|
|
|
(b)
|
3.04
|
|
|
318 (a)
|
10.08
|
|
|
(b)
|
Not Applicable
|
|
|
(c)
|
10.08
|
*This Cross-Reference Table does not constitute part of the Indenture
and shall not have any bearing on the interpretation of any of its terms or provisions.
THIS INDENTURE, dated as of _____________,
_____ between GasLog Partners LP, a limited partnership organized under the laws of the Republic of the Marshall Islands (the “
Issuer
”),
and [ ], as trustee (the “
Trustee
”),
In consideration of the premises and the purchases
of the debentures, notes or other evidences of indebtedness of the Issuer to be issued in one or more series (the “
Securities
”)
by the holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective
holders from time to time of the Securities as follows:
ARTICLE 1
Definitions
SECTION 1.01.
Certain Terms Defined.
The following terms (except as otherwise expressly provided herein or in any indenture supplemental hereto, or unless the context
otherwise clearly requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939
or the definitions of which in the Securities Act of 1933, as amended, are referred to in the Trust Indenture Act of 1939, including
terms defined therein by reference to the Securities Act of 1933, as amended (except as herein otherwise expressly provided or
unless the context otherwise clearly requires), shall have the meanings assigned to such terms in said Trust Indenture Act and
in said Securities Act as in force at the date of this Indenture. All accounting terms used herein and not expressly defined shall
have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term “generally
accepted accounting principles” means such accounting principles as are generally accepted at the time of any computation.
The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article have the
meanings assigned to them in this Article and include the plural as well as the singular. The words “including,” “includes”
and similar words shall be deemed to be followed by “without limitation”.
“
Authorized Agent
” shall
have the meaning set forth in Section 10.13.
“
Bearer Security
” means
any Security other than a Registered Security.
“
Board
” means either the
board of directors of the Issuer or any committee of such board of directors duly authorized to act hereunder.
“
Board Resolution
” means
one or more resolutions, certified by the secretary of the Board to have been duly adopted or consented to by the Board and to
be in full force and effect, and delivered to the Trustee.
“
Business Day
” means, with
respect to any Security, a day that in the city (or in any of the cities, if more than one) in which amounts are payable, as specified
in the form of such Security, is not a day on which banking institutions are authorized by law or regulation to close.
“
Commission
” means the
Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or if
at any time after the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body performing such duties on such date.
“
Corporate Trust Office
”
means the office of the Trustee located in The City of New York at which at any particular time its corporate trust business shall
be administered.
“
Depositary
” means, with
respect to the Securities of any series issuable or issued in the form of one or more Registered Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.03 until a successor Depositary shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then
a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to
the Securities of any such series shall mean the Depositary with respect to the Registered Global Securities of that series.
“
Dollar
” means the coin
or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.
“
Event of Default
” means
any event or condition specified as such in Section 4.01.
“
Holder
”, “
Holder
of Securities
”, “
Securityholder
” or other similar terms mean the registered holder of any Security.
“
Indenture
” means this
instrument as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or supplemented
or both, and shall include the forms and terms of particular series of Securities established as contemplated hereunder.
“
Interest
” means, when
used with respect to non-interest bearing Securities, interest payable after maturity.
“
Issuer
” means (except
as otherwise provided in Article 5) GasLog Partners LP, a limited partnership organized under the laws of the Republic of the Marshall
Islands, and, subject to Article 8, its successors and assigns.
“
Judgment Currency
” shall
have the meaning set forth in Section 10.14.
“
New York Banking Day
”
shall have the meaning set forth in Section 10.14.
“
Non-U.S. Currency
” means
a currency issued by the government of a country other than the United States (or any currency unit comprised of any such currencies).
“
Officers’ Certificate
”
means a certificate (i) signed by any officer of the Issuer authorized by the Board to execute any such certificate and (ii) delivered
to the Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements
provided for in Section 10.06, if and to the extent required hereby.
“
Opinion of Counsel
” means
an opinion reasonably satisfactory to the Trustee in writing signed by legal counsel who may be an employee of or counsel to the
Issuer. Each such opinion shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements provided
for in Section 10.06, if and to the extent required hereby.
“
Original Issue Date
” of
any Security (or portion thereof) means the earlier of (a) the date of such Security or (b) the date of any Security (or portion
thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.
“
Original Issue Discount Security
”
means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to Section 4.01.
“
Outstanding
”, when used
with reference to Securities, shall, subject to the provisions of Section 6.04, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except:
(a) Securities theretofore cancelled
by the Trustee or delivered to the Trustee for cancellation;
(b) Securities, or portions thereof,
for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with
any paying agent (other than the Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the holders
of such Securities (if the Issuer shall act as its own paying agent), provided that if such Securities, or portions thereof, are
to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and
(c) Securities in substitution for
which other Securities shall have been authenticated and delivered, or which shall have been paid, pursuant to the terms of Section
2.09 (except with respect to any such Security as to which proof satisfactory to the Trustee is presented that such Security is
held by a person in whose hands such Security is a legal, valid and binding obligation of the Issuer).
In determining whether the holders of the
requisite principal amount of Outstanding Securities of any or all series have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the
maturity thereof pursuant to Section 4.01.
“
Person
” means any individual,
corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.
“
Principal
” whenever used
with reference to the Securities or any Security or any portion thereof, shall be deemed to include “and premium, if any”.
“
Registered Global Security
”,
means a Security evidencing all or a part of a series of Registered Securities, issued to the Depositary for such series in accordance
with Section 2.03, and bearing the legend prescribed by the applicable supplemental indenture.
“
Registered Security
” means
any Security registered on the Security register of the Issuer.
“
Required Currency
” shall
have the meaning set forth in Section 10.14.
“
Responsible Officer
” when
used with respect to the Trustee means any officer of the Trustee, including any vice president, assistant vice president, secretary,
assistant secretary, any assistant treasurer, any trust officer, or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with that
particular subject and who shall have direct responsibility for the administration of this Indenture.
“
Security
” or “
Securities
”
has the meaning stated in the first recital of this Indenture, or, as the case may be, Securities that have been authenticated
and delivered under this Indenture.
“
Trustee
” means the Person
identified as “Trustee” in the first paragraph hereof and, subject to the provisions of Article 5, shall also include
any successor trustee.
“
Trust Indenture Act of 1939
”
(except as otherwise provided in Sections 5.01 and 5.02) means the Trust Indenture Act of 1939 as in force at the date as of which
this Indenture was originally executed.
“
U.S. Government Obligation
s”
shall have the meaning set forth in Section 9.01.
“
Yield to Maturity
” means
the yield to maturity on a series of securities, calculated at the time of issuance of such series, or, if applicable, at the most
recent
redetermination of interest on such series, and calculated in
accordance with accepted financial practice.
ARTICLE 2
Securities
SECTION 2.01.
Forms Generally.
The
Securities of each series shall be substantially in such form (not inconsistent with this Indenture) as shall be established by
or pursuant to a resolution of the Board or in one or more indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply
with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general
usage, all as may be determined by the officers executing such Securities, as evidenced by their execution of the Securities.
The definitive Securities shall be printed
or lithographed on security printed paper or may be produced in any other manner, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.
SECTION 2.02.
Form of Trustee’s Certification
of Authentication.
The Trustee’s certificate of authentication on all Securities shall be in substantially the following
form:
This is one of the Securities of the series
designated herein and referred to in the within-mentioned Indenture.
[ ],
AS TRUSTEE,
Dated:________________________
SECTION 2.03.
Amount Unlimited; Issuable
in Series.
The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.
The Securities may be issued in one or more
series and unless provided for otherwise in an indenture supplemental hereto, each such series shall rank equally and pari passu
with all other unsecured and unsubordinated debt of the Issuer. There shall be established in or pursuant to a resolution of the
Board and set forth in an Officers’
Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,
(a) the designation of the Securities
of the series (which shall distinguish the Securities of the series from all other Securities);
(b) any limit upon the aggregate
principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series
pursuant to Section 2.08, 2.09, 2.11 or 11.03);
(c) if other than Dollars, the coin
or currency in which the Securities of that series are denominated (including any Non-U.S. Currency);
(d) the date or dates on which the
principal of the Securities of the series is payable;
(e) the rate or rates at which the
Securities of the series shall bear interest, if any, or the method by which such rate shall be determined, the date or dates from
which such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates for the
determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined;
(f) the place or places where the
principal of and any interest on Securities of the series shall be payable (if other than as provided in Section 3.02);
(g) the price or prices at which,
the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or
in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;
(h) the obligation, if any, of the
Issuer to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption sinking fund or analogous provisions
or at the option of a Holder thereof and the price or prices at which and the period or periods within which and the terms and
conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(i) if other than denominations of
$2,000 and integral multiples of $1,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(j) if other than the principal amount
thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration
of the maturity thereof pursuant to Section 4.01 or provable in bankruptcy pursuant to Section 4.02;
(k) if other than the coin or currency
in which the Securities of that series are denominated, the coin or currency in which payment of the principal of or interest on
the Securities of such series shall be payable;
(l) if the principal of or interest
on the Securities of such series are to be payable, at the election of the Issuer or a Holder thereof, in a coin or currency other
than that in which the Securities are denominated, the period or periods within which, and the terms and conditions upon which,
such election may be made;
(m) if the amount of payments of
principal of and interest on the Securities of the series may be determined with reference to an index based on a coin or currency
other than that in which the Securities of the series are denominated, or with reference to any currencies, securities or baskets
of securities, commodities or indices, the manner in which such amounts shall be determined;
(n) if the Holders of the Securities
of the series may convert or exchange the Securities of the series into or for securities of the Issuer or of other entities or
other property (or the cash value thereof), the specific terms of and period during which such conversion or exchange may be made;
(o) whether the Securities of the
series will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities)
or Bearer Securities (with or without coupons), or any combination of the foregoing, any restrictions applicable to the offer,
sale, transfer, exchange or delivery of Bearer Securities or Registered Securities or the payment of interest thereon and, if other
than as provided herein, the terms upon which Bearer Securities of any series may be exchanged for Registered Securities of such
series and vice versa;
(p) whether and under what circumstances
the Issuer will pay additional amounts on the Securities of the series held by a Person who is not a U.S. Person in respect of
any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem such
Securities rather than pay such additional amounts;
(q) if the Securities of such series
are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only
upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates,
documents or conditions;
(r) any trustees, depositaries, authenticating
or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;
(s) any applicable United States
federal income tax and other income tax provisions, including: whether and under what circumstances the Issuer will pay additional
amounts on Securities for any tax, assessment or governmental charge withheld or deducted and, if so, whether it will have the
option to redeem those Securities rather than pay the additional amounts; tax considerations applicable to any discounted Securities
or to Securities issued at par that are treated as having been issued at a discount for United States federal income tax purposes;
and tax considerations applicable to any Securities denominated and payable in foreign currencies;
(t) whether certain payments on the
Securities will be guaranteed under a financial insurance guaranty policy and the terms of that guaranty;
(u) any applicable selling restrictions;
(v) any covenants (or modifications
to covenants set forth herein) with respect to the Securities of such series or any events of default (or modifications to the
events of default set forth herein) with respect to the Securities of such series or modifications or elimination of any acceleration
rights with respect to the Securities of such series and any terms required by or advisable under applicable laws or regulations;
and
(w) any other terms of the series.
All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of
the Board or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and
may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution
or in any such indenture supplemental hereto.
SECTION 2.04.
Authentication and Delivery
of Securities.
At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver
Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate
and deliver such Securities to or upon the written order of the Issuer, signed by any officer of the Issuer authorized by the Board
to execute any such order, without any further action by the Issuer. In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities the Trustee shall be provided with, and (subject to Section
5.01) shall be fully protected in relying upon:
(a) a certified copy of any resolution
or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b)
below;
(b) a copy of any resolution or resolutions
of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer;
(c) an executed supplemental indenture,
if any;
(d) an Officers’ Certificate
setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in
accordance with Section 10.06;
(e) an Opinion of Counsel, prepared
in accordance with Section 10.06, to the effect that
(i) the form or forms and terms of
such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by
Section 2.01 and 2.03 in conformity with the provisions of this Indenture;
(ii) such Securities, when authenticated
and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and binding obligations of the Issuer; and
(iii) all laws and requirements in
respect of the execution and delivery by the Issuer of the Securities have been complied with; and
covering such other matters as
the Trustee may reasonably request.
The Trustee shall have the right to decline
to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action
may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose
the Trustee to personal liability to existing Holders.
SECTION 2.05.
Execution of Securities.
The Securities shall be signed on behalf of the Issuer by any officer of the Issuer authorized by the Board to execute such Securities,
which Securities may, but need not, be attested. Such signatures may be the manual or facsimile signatures of the present or any
future such officers. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature
shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee.
In case any officer of the Issuer who shall
have signed any of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered
by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though
the person who signed such Security had not ceased to be such officer of the Issuer; and any Security may be signed on behalf of
the Issuer by such person as, at the actual date of the execution of such Security, shall be a proper officer of the Issuer, although
at the date of the execution and delivery of this Indenture any such person was not such an officer.
SECTION 2.06.
Certificate of Authorization.
Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed
by the Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Issuer shall be conclusive
evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.
SECTION 2.07.
Denomination and Date of
Securities; Payments of Interest.
The Securities shall be issuable as registered securities without coupons and in denominations
as shall be specified as contemplated by Section 2.03. In the absence of any such specification with respect to the Securities
of any series, the Securities of such series shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess
thereof. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plan
as the officers of the Issuer executing the same may determine with the approval of the Trustee as evidenced by the execution and
authentication thereof.
Each Security shall be dated the date of its
authentication, shall bear interest, if any, from the date and shall be payable on the dates, in each case, which shall be specified
as contemplated by Section 2.03.
The person in whose name any Security of any
series is registered at the close of business on any record date applicable to a particular series with respect to any interest
payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding
any transfer or exchange of such Security subsequent to the record date and prior to such interest payment date, except if and
to the extent the Issuer shall default in the payment of the interest due on such interest payment date for such series, in which
case such defaulted interest shall be paid to the persons in whose names Outstanding Securities for such series are registered
at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment
of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the holders of Securities not
less than 15 days preceding such subsequent record date. The term “
record date
” as used with respect to any
interest payment date (except a date for payment of defaulted interest) shall mean the date specified as such in the terms of the
Securities of any particular series, or, if no such date is so specified, if such interest payment date is the first day of a calendar
month, the fifteenth day of the next preceding calendar month or, if such interest payment date is the fifteenth day of a calendar
month, the first day of such calendar month, whether or not such record date is a Business Day.
SECTION 2.08.
Regulation, Transfer and
Exchange.
The Issuer will keep or cause to be kept at each office or agency to be maintained for the purpose as provided in
Section 3.02 a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and
will register the transfer of, Securities as in this Article provided. Such register shall be in written form in the English language
or in any other
form capable of being converted into such form within a reasonable
time. At all reasonable times such register or registers shall be open for inspection by the Trustee.
Upon due presentation for registration of
transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.02,
the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security
or Securities of the same series in authorized denominations for a like aggregate principal amount.
Any Security or Securities of any series may
be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal
amount. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for
the purpose as provided in Section 3.02, and the Issuer shall execute and the Trustee shall authenticate and deliver in exchange
therefor the Security or Securities of the same series which the Securityholder making the exchange shall be entitled to receive,
bearing numbers not contemporaneously outstanding.
All Securities presented for registration
of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied
by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the holder
or his attorney duly authorized in writing.
The Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of
Securities. No service charge shall be made for any such transaction.
The Issuer shall not be required to exchange
or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the first mailing of notice of
redemption of Securities of such series to be redeemed, or (b) any Securities selected, called or being called for redemption except,
in the case of any Security where notice has been given that such Security is to be redeemed in part, the portion thereof not so
to be redeemed.
All Securities issued upon any transfer or
exchange of Securities shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Securities surrendered upon such transfer or exchange.
SECTION 2.09.
Mutilated, Defaced, Destroyed,
Lost and Stolen Securities.
In case any temporary or definitive Security shall become mutilated, defaced or be destroyed, lost
or stolen, the Issuer in its discretion may execute, and upon the written request of any officer of the Issuer, the Trustee shall
authenticate and deliver, a new Security of the same series, bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated or defaced Security, or in lieu of and substitution for the Security so destroyed, lost or stolen.
In every case the applicant for a
substitute Security shall furnish to the Issuer and to the Trustee
and any agent of the Issuer or the Trustee such security or indemnity as may be required by them to indemnify and defend and to
save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof, and in the case of mutilation or defacement shall surrender the Security
to the Trustee or such agent.
Upon the issuance of any substitute Security,
the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee or its agent) connected therewith. In case any Security
which has matured or is about to mature or has been called for redemption in full shall become mutilated or defaced or be destroyed,
lost or stolen, the Issuer may instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated or defaced Security), if the applicant for such payment shall furnish to the Issuer and
the Trustee and any agent of the Issuer or the Trustee such security or indemnity as any of them may require to save each of them
harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Trustee and
any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and of
the ownership thereof.
Every substitute Security of any series issued
pursuant to the provisions of this section by virtue of the fact that any such Security is destroyed, lost or stolen shall constitute
an additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone and shall be entitled to all the benefits of (but shall be subject to all the limitations of rights set forth
in) this Indenture equally and proportionately with any and all other Securities of such series duly authenticated and delivered
hereunder. All Securities shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing
provisions are exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Securities
and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.
SECTION 2.10.
Cancellation of Securities.
All Securities surrendered for payment, redemption, registration of transfer or exchange, or for credit against any payment in
respect of a sinking or analogous fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee, shall be delivered
to the Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no Securities shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of cancelled
Securities held by it in accordance with its procedures for the disposition of cancelled Securities and deliver a certificate of
disposition to the Issuer upon its request therefor. If the Issuer shall acquire any of the Securities, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered
to the Trustee for cancellation.
SECTION 2.11.
Temporary Securities.
Pending the preparation of definitive Securities for any series, the Issuer may execute and the Trustee shall authenticate and
deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be issuable as registered Securities without coupons, of
any authorized denomination, and substantially in the form of the definitive Securities of such series but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Issuer with the concurrence
of the Trustee. Temporary Securities may contain such reference to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities. Without unreasonable delay the Issuer shall execute and shall
furnish definitive Securities of such series and thereupon temporary Securities of such series may be surrendered in exchange therefor
without charge at each office or agency to be maintained by the Issuer for that purpose pursuant to Section 3.02, and the Trustee
shall authenticate and deliver in exchange for such temporary Securities of such series a like aggregate principal amount of definitive
Securities of the same series of authorized denominations. Until so exchanged, the temporary Securities of any series shall be
entitled to the same benefits under this Indenture as definitive Securities of such series unless otherwise established pursuant
to Section 2.03.
SECTION 2.12.
CUSIP Numbers.
The Issuer
in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not
be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee in writing of any change
in the “CUSIP” numbers.
ARTICLE 3
Covenants of the Issuer and the Trustee
SECTION 3.01.
Payment of Principal and
Interest.
The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay
or cause to be paid the principal of, and interest on, each of the Securities of such series (together with any additional amounts
payable pursuant to the terms of such Securities) at the place or places, at the respective times and in the manner provided in
such Securities. Subject to any other provisions that may be established pursuant to Section 2.03, the interest on Securities (together
with any additional amounts payable pursuant to the terms of such Securities) shall be payable only to or upon the written order
of the Holders thereof and, at the option of the Issuer, may be paid by wire transfer or by mailing checks for such interest payable
to or upon the written order of such Holders at their last addresses as they appear on the registry books of the Issuer.
SECTION 3.02.
Offices for Payments, etc.
So long as any of the Securities remain outstanding, the Issuer will maintain in the Borough of Manhattan, The City of New York,
the following for each series: an office or agency (a) where the Securities may be presented for payment, (b) where the Securities
may be presented for registration of transfer and for exchange as in this Indenture provided and (c) where notices and demands
to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer will give to the Trustee written
notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance
with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained
by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail
to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices
may be served at the Corporate Trust Office.
The Issuer may from time to time designate
one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities
of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities
of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time
rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission
shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will
give to the Trustee prompt written notice of any such designation or rescission thereof.
SECTION 3.03.
Appointment to Fill a Vacancy
in Office of Trustee.
The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in
the manner provided in Section 5.09, a Trustee, so that there shall at all times be a Trustee with respect to each series of Securities
hereunder.
SECTION 3.04.
Paying Agents.
Whenever
the Issuer shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such
paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section,
(a) that it will hold all sums received
by it as such agent for the payment of the principal of or interest on the Securities of such series (whether such sums have been
paid to it by the Issuer or by any other obligor on the Securities of such series) in trust for the benefit of the holders of the
Securities of such series or of the Trustee,
(b) that it will give the Trustee
notice of any failure by the Issuer (or by any other obligor on the Securities of such series) to make any payment of the principal
of or interest on the Securities of such series when the same shall be due and payable, and
(c) that it will pay any such sums
so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of the failure
referred to in clause 3.04(b) above.
The Issuer will, on or prior to 10:00 a.m.
New York City time on each due date of the principal of or interest on the Securities of such series, deposit with the paying agent
a sum sufficient to pay such principal or interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will
promptly notify the Trustee of any failure to take such action.
If the Issuer shall act as its own paying
agent with respect to the Securities of any series, it will, on or before each due date of the principal of or interest on the
Securities of such series, set aside, segregate and hold in trust for the benefit of the holders of the Securities of such series
a sum sufficient to pay such principal or interest so becoming due. The Issuer will promptly notify the Trustee of any failure
to take such action.
Anything in this section to the contrary notwithstanding,
the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series
of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series
by the Issuer or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein
contained.
Anything in this section to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this section is subject to the provisions of Section 9.03 and 9.04.
SECTION 3.05.
Certificate of the Issuer.
The Issuer will furnish to the Trustee on or before [__] in each year (beginning with [__]) an Officers’ Certificate of the
Issuer as to the signers’ knowledge of the Issuer’s compliance with all conditions and covenants under the Indenture
(such compliance to be determined without regard to any period of grace or requirement of notice provided under the Indenture).
In the event an Officer of the Issuer comes to have actual knowledge of an Event of Default or an event which, with notice or the
lapse of time or both, would constitute an Event of Default, regardless of the date, the Issuer shall deliver an Officers’
Certificate to the Trustee specifying such Default and the nature and status thereof.
SECTION 3.06.
Securityholders Lists.
If and so long as the Trustee shall not be the Security registrar for the Securities of any series, the Issuer will furnish or
cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the
holders of the Securities of such series pursuant to Section 312 of the Trust Indenture Act of 1939 (a) semi-annually not more
than 15 days after each record date for the payment of interest on such Securities, as hereinabove specified, as of such record
date and on dates to be determined pursuant to Section 2.03 for non-interest bearing securities in each year, and (b) at such other
times as the Trustee
may request in writing, within thirty days after receipt by the
Issuer of any such request as of a date not more than 15 days prior to the time such information is furnished.
SECTION 3.07.
Reports by the Issuer.
The Issuer covenants to file with the Trustee, within 15 days after the Issuer files the same with the Commission, copies of the
annual reports and of the information, documents, and other reports that the Issuer may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained therein, including the Issuer’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
SECTION 3.08.
Reports by the Trustee.
Any Trustee’s report required under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or before [__]
in each year following the date hereof, so long as any Securities are outstanding hereunder, and shall be dated as of a date convenient
to the Trustee no more than 60 nor less than 45 days prior thereto. The Trustee shall also comply with Section 313(b) of the Trust
Indenture Act of 1939.
ARTICLE 4
Remedies of the Trustee and Securityholders
on Event of Default
SECTION 4.01.
Event of Default; Acceleration
of Maturity; Waiver of Default.
Unless otherwise established in accordance with Section 2.03 or by any applicable supplemental
indenture, “Event of Default” with respect to Securities of any series wherever used herein, means each one of the
following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body):
(a) default for more than 30 days
in the payment of interest, premium or principal in respect of the Securities; or
(b) the failure to perform or observe
any other obligations under the Securities which failure continues for the period of 60 days next following service on the Issuer
of notice requiring the same to be remedied; or
(c) the entry by a court having jurisdiction
in the premises of:
(i) a decree or order for relief
in respect of the Issuer in an involuntary case or proceeding under any applicable U.S. federal, state or non-U.S. bankruptcy,
insolvency, reorganization or other similar law; or
(ii) a decree or order adjudging
the Issuer a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Issuer under any applicable U.S. federal, state or non-U.S. law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief
or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or
(d) the commencement by the Issuer
of a voluntary case or proceeding under any applicable U.S. federal, state or non-U.S. bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Issuer to
the entry of a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable U.S.
federal, state or non-U.S. bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy
or insolvency case or proceeding against the Issuer, or the filing by the Issuer of a petition or answer or consent seeking reorganization
or relief under any applicable U.S. federal, state or non-U.S. law, or the consent by the Issuer to the filing of such petition
or to the appointment of or the taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Issuer or of any substantial part of its property, or the making by the Issuer of an assignment for the
benefit of creditors, or the admission by the Issuer in writing of its inability to pay its debts generally as they become due,
or the taking of corporate action by the Issuer expressly in furtherance of any such action; or
(e) any other Event of Default provided
in the supplemental indenture or resolution of the Board under which such series of Securities is issued or in the form of Security
for such series.
Unless otherwise set forth in any applicable
supplemental indenture, if an Event of Default described in clauses 4.01(a), 4.01(b), or 4.01(e) above (if the Event of Default
under clauses 4.01(b) or 4.01(e) is with respect to less than all series of Securities then Outstanding) occurs and is continuing,
then, and in each and every such case, except for any series the principal of which shall have already become due and payable,
either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of all series affected thereby
then Outstanding hereunder (treated as one class) by notice in writing to the Issuer (and to the Trustee if given by Securityholders),
may declare the entire principal (or, if the Securities of any such affected series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such series) of all Securities of such affected series and
the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately
due and payable. Unless otherwise set forth in any applicable supplemental indenture, if an Event of Default described in clauses
4.01(b) or 4.01(e) (if the Event of Default under clauses 4.01(b) or 4.01(e) is with respect to all
series of Securities at the time Outstanding) occurs and is continuing,
then and in each and every such case, unless the principal of all the Securities shall have already become due and payable, either
the Trustee or the holders of not less than 25% in aggregate principal amount of all the then Outstanding Securities hereunder
(treated as one class) for which any applicable supplemental indenture does not prevent acceleration under the relevant circumstances,
by notice in writing to the Issuer (and to the Trustee if given by Securityholders), may declare the entire principal (or, if any
Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of all
the Securities then Outstanding and interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration
the same shall become immediately due and payable. Unless otherwise set forth in any applicable supplemental indenture, if an Event
of Default described in clauses 4.01(c) or 4.01(d) occurs, then the principal and accrued and unpaid interest, and premium of any,
with respect to any Securities then Outstanding shall ipso facto become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any Holder.
The foregoing provisions, however, are subject
to the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion
of the principal as may be specified in the terms thereof) of the Securities of any series (or of all the Securities, as the case
may be) shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall
have been obtained or entered as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a sum sufficient
to pay all matured installments of interest upon all the Securities of such series (or of all the Securities, as the case may be)
and the principal of any and all Securities of such series (or of all the Securities, as the case may be) which shall have become
due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable
under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such series (or at the respective rates of interest
or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit) and such amount as shall
be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of negligence or bad faith, and if any and all Events of Default
under the Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall
have been cured, waived or otherwise remedied as provided herein, then and in every such case the holders of a majority in aggregate
principal amount of all the Securities of each such series (or of all the Securities, as the case may be) then Outstanding (in
each case treated as one class), by written notice to the Issuer and to the Trustee, may waive all defaults with respect to each
such series (or with respect to all the Securities, as the case may be) and rescind and annul such declaration and its consequences,
but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.
For all purposes under this Indenture, if
a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant
to the provisions hereof, then, from and after such declaration, unless
such declaration has been rescinded and annulled, the principal
amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal
thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall
be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder,
shall constitute payment in full of such Original Issue Discount Securities.
SECTION 4.02.
Collection of Indebtedness
by Trustee; Trustee May Prove Debt.
The Issuer covenants that (a) in case default shall be made in the payment of any installment
of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall
have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal
of any of the Securities of any series when the same shall have become due and payable, whether upon maturity of the Securities
of such series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee, the Issuer will pay to the
Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable
on all Securities of such series for principal or interest, as the case may be (with interest to the date of such payment upon
the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments
of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses
of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys
and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except
as a result of its negligence or bad faith.
Until such demand is made by the Trustee,
the Issuer may pay the principal of and interest on the Securities of any series to the registered holders, whether or not the
principal of and interest on the Securities of such series be overdue.
In case the Issuer shall fail forthwith to
pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered
to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute
any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer
or other obligor upon such Securities and collect in the manner provided by law out of the property of the Issuer or other obligor
upon such Securities, wherever situated, the moneys adjudged or decreed to be payable.
In case there shall be pending proceedings
relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable
federal, state or non-U.S. bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy
or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer
or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other
obligor upon the Securities of any series, or to
the creditors or property of the Issuer or such other obligor,
the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall
be entitled and empowered, by intervention in such proceedings or otherwise:
(a) to file and prove a claim or
claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities
of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys
and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor
Trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative
to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor,
(b) unless prohibited by applicable
law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar
functions in comparable proceedings, and
(c) to collect and receive any moneys
or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims
of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other similar
official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee
shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient
to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and
all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result
of negligence or bad faith.
Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan or reorganization,
arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.
All rights of action and of asserting claims
under this Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities
or the production thereof on any trial or other proceedings relative thereto, and
any such action or proceedings instituted by the Trustee shall
be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for
the ratable benefit of the holders of the Securities in respect of which such action was taken.
In any proceedings brought by the Trustee
(and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party)
the Trustee shall be held to represent all the holders of the Securities in respect to which such action was taken, and it shall
not be necessary to make any holders of such Securities parties to any such proceedings.
SECTION 4.03.
Application of Proceeds.
Any moneys collected by the Trustee pursuant to this Article in respect of any series shall be applied in the following order at
the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal or interest, upon
presentation of the several Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon
the payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like
series if only partially paid, or upon surrender thereof if fully paid:
FIRST: To the payment of costs and
expenses applicable to such series in respect of which monies have been collected, including reasonable compensation to the Trustee
and each predecessor Trustee and their respective agents and attorneys and of all expenses and liabilities incurred, and all advances
made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith;
SECOND: In case the principal of
the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable,
to the payment of interest on the Securities of such series in default in the order of the maturity of the installments of such
interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest
at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in
such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference;
THIRD: In case the principal of the
Securities of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to
the payment of the whole amount then owing and unpaid upon all the Securities of such series for principal and interest, with interest
upon the overdue principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments
of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid
upon the Securities of such series,
then to the payment of such principal and interest or
Yield to Maturity, without preference or priority of principal over interest or Yield to Maturity, or of interest or Yield to Maturity
over principal, or of any installment of interest over any other installment of interest, or of any Security of such series over
any other Security of such series, ratably to the aggregate of such principal and accrued and unpaid interest or Yield to Maturity;
and
FOURTH: To the payment of the remainder,
if any, to the Issuer or as a court of competent jurisdiction shall direct in writing.
SECTION 4.04.
Suits for Enforcement.
In case an Event of Default has occurred, has not been waived and is continuing, the Trustee may in its discretion proceed to protect
and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem necessary
to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement
of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to
enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.
SECTION 4.05.
Restoration of Rights on
Abandonment of Proceeding.
In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings
shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every
such case the Issuer and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights,
remedies and powers of the Issuer, the Trustee and the Securityholders shall continue as though no such proceedings had been taken.
SECTION 4.06.
Limitations on Suits by Securityholder.
No holder of any Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute
any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or
for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder,
unless such Holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of not less than 25% in aggregate principal amount of the Securities of each affected series
then Outstanding (treated as a single class) shall have made written request upon the Trustee to institute such action or proceedings
in its own name as trustee hereunder and shall have offered to the Trustee such indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have failed to institute any such action or proceeding and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 4.09; it being understood and intended, and being expressly covenanted
by the taker and Holder of every Security with every other taker and Holder and the Trustee, that no one or more Holders of Securities
of any series shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other such Holder of Securities, or to obtain or seek to obtain priority over or preference
to any other such Holder or to enforce any right under this Indenture,
except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Securities of the applicable
series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.
SECTION 4.07.
Unconditional Right of Securityholders
to Institute Certain Suits.
Notwithstanding any other provision in this Indenture and any provision of any Security, the right
of any Holder of any Security to receive payment of the principal of and interest on such Security on or after the respective due
dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.
SECTION 4.08.
Powers and Remedies Cumulative;
Delay or Omission Not Waiver of Default.
Except as provided in Section 4.06, no right or remedy herein conferred upon or reserved
to the Trustee or to the Securityholders is intended to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or remedy.
No delay or omission of the Trustee or of
any Securityholder to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall
impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and,
subject to Section 4.06, every power and remedy given by this Indenture or by law to the Trustee or to the Securityholders may
be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders.
SECTION 4.09.
Control by Securityholders.
The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such series voting
as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities
of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions
of this Indenture and provided further that (subject to the provisions of Section 5.01) the Trustee shall have the right to decline
to follow any such direction if the Trustee shall determine that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible
Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability
or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction
would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of
said direction, it being understood that (subject to Section 5.01) the
Trustee shall have no duty to ascertain whether or not such actions
or forebearances are unduly prejudicial to such Holders.
Nothing in this Indenture shall impair the
right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such
direction or directions by Securityholders.
SECTION 4.10.
Waiver of Past Defaults.
Prior to the acceleration of the maturity of any Securities as provided in Section 4.01, the Holders of a majority in aggregate
principal amount of the Securities of all series at the time Outstanding with respect to which an Event of Default shall have occurred
and be continuing (voting as a single class) may on behalf of the Holders of all such Securities waive any past default or Event
of Default described in Section 4.01 and its consequences, except a default in respect of a covenant or provision hereof which
cannot be modified or amended without the consent of the Holder of each Security affected. In the case of any such waiver, the
Issuer, the Trustee and the Holders of all such Securities shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.
Upon any such waiver, such default shall cease
to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed
to have been cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent
or other default or Event of Default or impair any right consequent thereon.
SECTION 4.11.
Trustee to Give Notice of
Default, But May Withhold in Certain Circumstances.
The Trustee shall give to the Securityholders of any series, as the names
and addresses of such Holders appear on the registry books, notice by mail of all defaults known to the Trustee which have occurred
with respect to such series, such notice to be transmitted within 90 days after the occurrence thereof, unless such defaults shall
have been cured before the giving of such notice (the term “default” or “defaults” for the purposes of
this section being hereby defined to mean any event or condition which is, or with notice or lapse of time or both would become,
an Event of Default); provided that, except in the case of default in the payment of the principal of or interest on any of the
Securities of such series, or in the payment of any sinking or purchase fund installment with respect to the Securities of such
series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee,
or a trust committee of directors or trustees and/or Responsible Officers of the Trustee in good faith determines that the withholding
of such notice is in the interests of the Securityholders of such series.
SECTION 4.12.
Right of Court to Require
Filing of Undertaking to Pay Costs.
All parties to this Indenture agree, and each Holder of any Security by his acceptance
thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right
or remedy under this Indenture or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith
of the claims or defenses made by such party litigant; but the provisions of this section shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Securityholder or group of Securityholders of any series holding in the aggregate
more than 10% in aggregate principal amount of the Securities of such series, or, in the case of any suit relating to or arising
under clauses 4.01(b) or 4.01(e) (if the suit relates to Securities of more than one but less than all series), 10% in aggregate
principal amount of Securities Outstanding affected thereby, or in the case of any suit relating to or arising under clauses 4.01(b)
or 4.01(e) (if the suit relates to all the Securities then Outstanding), 4.01(c) or 4.01(d), 10% in aggregate principal amount
of all Securities Outstanding, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal
of or interest on any Security on or after the due date expressed in such Security.
ARTICLE 5
Concerning the Trustee
SECTION 5.01.
Duties and Responsibilities
of the Trustee; During Default; Prior to Default.
With respect to the Holders of any series of Securities issued hereunder,
the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the
curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities
of a series has occurred (which has not been cured or waived) the Trustee shall exercise with respect to such series of Securities
such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
No provision of this Indenture shall be construed
to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct,
except that
(a) prior to the occurrence of an
Event of Default with respect to the Securities of any series and after the curing or waiving of all such Events of Default with
respect to such series which may have occurred:
(i) the duties and obligations of
the Trustee with respect to the Securities of any series shall be determined solely by the express provisions of this Indenture,
and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in
this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture; but in the case of any such statements, certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or
other facts stated therein);
(b) the Trustee shall not be liable
for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be
proved that the Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable
with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders pursuant
to Section 4.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.
None of the provisions contained in this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of
any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the
repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.
The provisions of this Section 5.01 are in
furtherance of and subject to Sections 315 and 316 of the Trust Indenture Act of 1939.
SECTION 5.02.
Certain Rights of the Trustee.
In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 5.01:
(a) the Trustee may conclusively
rely and shall be protected in acting or refraining from acting upon any resolution, Officers’ Certificate or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper
or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b) any request, direction, order
or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence
in respect thereof be herein specifically prescribed); and any resolution of the Board may be evidenced to the Trustee by a copy
thereof certified by the secretary or an assistant secretary of the Issuer;
(c) the Trustee may consult with
counsel of its selection and any advice or Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted to
be taken by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(d) the Trustee shall be under no
obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of
the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee
security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby;
(e) the Trustee shall not be liable
for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers
conferred upon it by this Indenture;
(f) prior to the occurrence of an
Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested
in writing so to do by the holders of not less than a majority in aggregate principal amount of the Securities of all series affected
then outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely
to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee
by the security afforded to it by the terms of this Indenture, the Trustee may require indemnity satisfactory to it against such
expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the
Issuer or, if paid by the Trustee or any predecessor trustee, shall be repaid by the Issuer upon demand;
(g) the Trustee may execute any of
the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly
in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney
appointed with due care by it hereunder;
(h) whenever in the administration
of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, conclusively rely upon an Officers’ Certificate;
(i) the Trustee shall not be deemed
to have notice of any Event of Default or an event which, with notice or lapse of time or both, would constitute an Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact
such a default is
received by the Trustee at the Corporate Trust Office
of the Trustee, and such notice references the Securities and this Indenture;
(j) the rights, privileges, protections,
immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable
by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;
(k) the Trustee may request that
the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized
to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered
and not superseded; and
(l) in no event shall the Trustee
be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action.
SECTION 5.03.
Trustee Not Responsible for
Recitals, Disposition of Securities or Application of Proceeds Thereof.
The recitals contained herein and in the Securities,
except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes
no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Issuer of any of the Securities
or of the proceeds thereof.
SECTION 5.04.
Trustee and Agents May Hold
Securities; Collections, etc.
Subject to Section 311 of the Trust Indenture Act of 1939, the Trustee or any agent of the Issuer
or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it
would have if it were not the Trustee or such agent and may otherwise deal with the Issuer and receive, collect, hold and retain
collections from the Issuer with the same rights it would have if it were not the Trustee or such agent.
SECTION 5.05.
Moneys Held by Trustee.
Subject to the provisions of Section 9.04 hereof, all moneys received by the Trustee shall, until used or applied as herein provided,
be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or the Trustee shall be under any liability
for interest on any moneys received by it hereunder.
SECTION 5.06.
Compensation and Indemnification
of Trustee and its Prior Claim.
The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall
be entitled to, compensation as the Issuer and the Trustee shall from time to time agree in writing (which shall not be limited
by any provision of law in regard
to the compensation of a trustee of an express trust) and the
Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all expenses, disbursements
and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ)
except to the extent any such expense, disbursement or advance is caused by its own negligence, willful misconduct or bad faith.
The Issuer also covenants to indemnify the Trustee and each predecessor Trustee and their agents for, and to hold it harmless against,
any loss, liability or expense arising out of or in connection with the acceptance or administration of this Indenture or the trusts
hereunder and the performance of its duties hereunder, including the costs and expenses of defending itself against or investigating
any claim of liability in the premises, except to the extent such loss liability or expense is caused by the negligence, willful
misconduct or bad faith of the Trustee, its agents or employees or such predecessor Trustee. The obligations of the Issuer under
this section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive
the satisfaction and discharge of this Indenture. Such additional indebtedness shall be a senior claim to that of the Securities
upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders
of particular Securities, and the Securities are hereby subordinated to such senior claim.
When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 4.01(c) or Section 4.01(d), the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration
under any applicable federal, state or non-U.S. bankruptcy, insolvency or other similar law.
SECTION 5.07.
Right of Trustee to Rely
on Officers’ Certificate, etc.
Subject to Sections 5.01 and 5.02, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering
or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may,
in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an
Officers’ Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part
of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this
Indenture upon the faith thereof.
SECTION 5.08.
Persons Eligible for Appointment
as Trustee.
The Trustee for each series of Securities hereunder shall at all times be a corporation organized and doing business
under the laws of the United States of America or the District of Columbia having a combined capital and surplus of at least $25,000,000,
and which is eligible in accordance with the provisions of Section 310(a) of the Trust Indenture Act of 1939. If such corporation
publishes reports of condition at least annually, pursuant to law or to the requirements of a federal, state or District of Columbia
supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.
SECTION 5.09.
Resignation and Removal;
Appointment of Successor Trustee.
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with
respect to one or more or all series of Securities by giving written notice of resignation to the Issuer and by mailing notice
thereof by first class mail to Holders of the applicable series of Securities at their last addresses as they shall appear on the
Security register. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees
with respect to the applicable series by written instrument in duplicate, executed by authority of the Board, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee
shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such
notice of resignation, the resigning trustee at the Issuer’s expense may petition any court of competent jurisdiction for
the appointment of a successor trustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the
applicable series for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any,
as it may deem proper and prescribe, appoint a successor trustee.
(b) In case at any time any of the
following shall occur:
(i) the Trustee shall fail to comply
with the provisions of Section 310(b) of the Trust Indenture Act of 1939 with respect to any series of Securities after written
request therefor by the Issuer or by any Securityholder who has been a bona fide Holder of a Security or Securities of such series
for at least six months; or
(ii) the Trustee shall cease to be
eligible in accordance with the provisions of Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after
written request therefor by the Issuer or by any Securityholder; or
(iii) the Trustee shall become incapable
of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of
the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or liquidation;
then, in any such case, the Issuer may remove the Trustee with
respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate,
executed by order of the Board of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor trustee, or,
subject to Section 315(e) of the Trust Indenture Act of 1939,
any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may on behalf
of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(c) The Holders of a majority in
aggregate principal amount of the Securities of each series at the time outstanding may at any time remove the Trustee with respect
to Securities of such series and appoint a successor trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in Section 6.01 of the action
in that regard taken by the Securityholders.
(d) Any resignation or removal of
the Trustee with respect to any series and any appointment of a successor trustee with respect to such series pursuant to any of
the provisions of this Section 5.09 shall become effective upon acceptance of appointment by the successor trustee as provided
in Section 5.10.
SECTION 5.10.
Acceptance of Appointment
by Successor Trustee.
Any successor trustee appointed as provided in Section 5.09 shall execute and deliver to the Issuer and
to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to such series
of its predecessor hereunder, with like effect as if originally named as trustee for such series hereunder; but, nevertheless,
on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing
to act shall, subject to Section 9.04, pay over to the successor trustee all moneys at the time held by it hereunder and shall
execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon
request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a prior claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to
the provisions of Section 5.06.
If a successor trustee is appointed with respect
to the Securities of one or more (but not all) series, the Issuer, the predecessor Trustee and each successor trustee with respect
to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the predecessor Trustee is not retiring shall continue to be vested
in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or
trusts under separate indentures.
Upon acceptance of appointment by any successor
trustee as provided in this Section 5.10, the Issuer shall mail notice thereof by first-class mail to the Holders of Securities
of any series for which such successor trustee is acting as trustee at their last addresses as they shall appear in the Security
register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by
the preceding sentence may be combined with the notice called for by Section 5.09. If the Issuer fails to mail such notice within
ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Issuer.
SECTION 5.11.
Merger, Conversion, Consolidation
or Succession to Business of Trustee.
Any corporation into which the Trustee may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder, provided that such corporation shall be eligible under the provisions of Section 5.08, without the execution
or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
In case at the time such successor to the
Trustee shall succeed to the trusts created by this Indenture any of the Securities of any series shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and
deliver such Securities so authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated,
any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of
the successor Trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities
of such series or in this Indenture provided that the certificate of the Trustee shall have; provided, that the right to adopt
the certificate of authentication of any predecessor Trustee or to authenticate Securities of any series in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or consolidation.
ARTICLE 6
Concerning the Securityholders
SECTION 6.01.
Evidence of Action Taken
by Securityholders.
Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this
Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of any or all series may be
embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Securityholders
in person or by agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 5.01 and 5.02) conclusive in favor
of the Trustee and the Issuer, if made in the manner provided in this Article.
SECTION 6.02.
Proof of Execution of Instruments
and of Holding of Securities; Record Date.
Subject to Sections 5.01 and 5.02, the execution of any instrument by a Securityholder
or his agent or proxy may be proved in accordance with such reasonable rules and regulations as may be prescribed by the Trustee
or in such manner as shall be satisfactory to the Trustee. The holding of Securities shall be proved by the Security register or
by a certificate of the registrar thereof. The Issuer may set a record date for purposes of determining the identity of holders
of Securities of any series entitled to vote or consent to any action referred to in Section 6.01, which record date may be set
at any time or from time to time by notice to the Trustee, for any date or dates (in the case of any adjournment or reconsideration)
not more than 60 days nor less than five days prior to the proposed date of such vote or consent, and thereafter, notwithstanding
any other provisions hereof, only holders of Securities of such series of record on such record date shall be entitled to so vote
or give such consent or revoke such vote or consent.
SECTION 6.03.
Holders to be Treated as
Owners.
The Issuer, the Trustee and any agent of the Issuer or the Trustee may deem and treat the person in whose name any
Security shall be registered upon the Security register for such series as the absolute owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving
payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Security and for
all other purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary. All such payments so made to any such person, or upon his order, shall be valid, and, to the extent of
the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Security.
SECTION 6.04.
Securities Owned by Issuer
Deemed Not Outstanding.
In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities
of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the
Issuer or any other obligor on the Securities with respect to which such determination is being made or by any person directly
or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the
Securities with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the
purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying
on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and
that the pledgee is not the Issuer or any other obligor upon
the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with
the Issuer or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection
in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall furnish
to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by the Issuer to be
owned or held by or for the account of any of the above-described persons; and, subject to Sections 5.01 and 5.02, the Trustee
shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact
that all Securities not listed therein are Outstanding for the purpose of any such determination.
SECTION 6.05.
Right of Revocation of Action
Taken.
At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 6.01, of the taking of any
action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a Security the serial number of which is shown by the
evidence to be included among the serial numbers of the Securities the Holders of which have consented to such action may, by filing
written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as
concerns such Security. Except as aforesaid any such action taken by the Holder of any Security shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution
therefor or on registration of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any
such Security. Any action taken by the Holders of the percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer,
the Trustee and the Holders of all the Securities affected by such action.
ARTICLE 7
Supplemental Indentures
SECTION 7.01.
Supplemental Indentures Without
Consent of Securityholders.
The Issuer, when authorized by a resolution of its Board (which resolutions may provide general
authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer
authorized thereby), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto
for one or more of the following purposes:
(a) to convey, transfer, assign,
mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of
another legal entity to the Issuer, or successive successions, and the assumption by the successor legal entity of the covenants,
agreements and obligations of the Issuer pursuant to Article 8;
(c) to add to the covenants of the
Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the
protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the
several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction,
condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may
be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an
Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the
Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(d) to cure any ambiguity or to correct
or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other
provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions
arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not
adversely affect the interests of the Holders of the Securities in any material respect;
(e) to establish the form or terms
of Securities of any series as permitted by Sections 2.01 and 2.03; and
(f) to evidence and provide for the
acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, pursuant to the requirements of Section 5.10.
The Trustee is hereby authorized to join with
the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which
may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but
the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.
Any supplemental indenture authorized by the
provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding,
notwithstanding any of the provisions of Section 7.02.
SECTION 7.02.
Supplemental Indentures With
Consent of Securityholders.
With the consent (evidenced as provided in Article 6) of the Holders of not less than a majority
in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (voting
as one class),
the Issuer, when authorized by a resolution of its Board (which
resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined
by officers of the Issuer authorized thereby), and the Trustee may, from time to time and at any time, enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities
of each such series; provided, that no such supplemental indenture shall (a) (i) extend the final maturity of any Security, (ii)
reduce the principal amount thereof, (iii) reduce the rate or extend the time of payment of interest thereon, (iv) reduce any amount
payable on redemption thereof, (v) make the principal thereof (including any amount in respect of original issue discount), or
interest thereon payable in any coin or currency other than that provided in the Securities or in accordance with the terms thereof,
(vi) modify or amend any provisions for converting any currency into any other currency as provided in the Securities or in accordance
with the terms thereof, (vii) reduce the amount of the principal of an Original Issue Discount Security that would be due and payable
upon an acceleration of the maturity thereof pursuant to Section 4.01 or the amount thereof provable in bankruptcy pursuant to
Section 4.02, (viii) modify or amend any provisions relating to the conversion or exchange of the Securities for securities of
the Issuer or of other entities or other property (or the cash value thereof), including the determination of the amount of securities
or other property (or cash) into which the Securities shall be converted or exchanged, other than as provided in the antidilution
provisions or other similar adjustment provisions of the Securities or otherwise in accordance with the terms thereof, (ix) alter
the provisions of Section 10.12 or Section 10.14 or impair or affect the right of any Securityholder to institute suit for the
payment thereof or, if the Securities provide therefor, any right of repayment at the option of the Securityholder, in each case
without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities of any series,
the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each
Security so affected.
A supplemental indenture which changes or
eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or
more particular series of Securities, or which modifies the rights of holders of Securities of such series, with respect to such
covenant or provision, shall be deemed not to affect the rights under this Indenture of the holders of Securities of any other
series.
Upon the request of the Issuer, accompanied
by a copy of a resolution of the Board (which resolutions may provide general authorization for such action and may provide that
the specific terms of such action may be determined by officers of the Issuer authorized thereby) certified by the secretary or
an assistant secretary of the Issuer authorizing the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Section 6.01, the Trustee
shall join with the Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated
to, enter into such supplemental indenture.
It shall not be necessary for the consent
of the Securityholders under this section to approve the particular form of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance thereof.
Promptly after the execution by the Issuer
and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give notice thereof
by (a) first class mail to the Holders of Securities of each series affected thereby at their addresses as they shall appear on
the registry books of the Issuer or (b) by any other means set forth in such supplemental indenture, setting forth in general terms
the substance of such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental indenture.
SECTION 7.03.
Effect of Supplemental Indenture.
Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of each series affected thereby shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.
SECTION 7.04.
Documents to Be Given to
Trustee.
In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article
or the modification thereby of the trusts created by this Indenture, the Trustee shall be provided with, and shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which adversely affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise.
SECTION 7.05.
Notation on Securities in
Respect of Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such series as to
any matter provided for by such supplemental indenture or as to any action taken by Securityholders. If the Issuer or the Trustee
shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Board, to any
modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee and delivered in exchange for the Securities of such series then Outstanding.
ARTICLE 8
Consolidation, Merger, Sale or Conveyance
SECTION 8.01.
Issuer May Consolidate, etc.,
on Certain Terms.
The Issuer covenants that it will not merge or consolidate with any other Person or sell or convey all or
substantially all of its assets to any Person, unless (i) either the Issuer shall be the continuing legal entity, or the successor
legal entity or the Person which acquires by sale or conveyance substantially all the assets of the Issuer (if other than the Issuer)
shall expressly assume the due and punctual payment of the principal of and interest on all the Securities, according to their
tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed
or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such
successor legal entity, and (ii) the Issuer or such successor legal entity, as the case may be, shall not, immediately after such
merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition.
SECTION 8.02.
Successor Substituted.
In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity,
all in the manner described in Section 8.01, such successor legal entity shall succeed to and be substituted for the Issuer, with
the same effect as if it had been named herein. Such successor legal entity may cause to be signed, and may issue either in its
own name or in the name of the Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore
shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor legal entity instead
of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate
and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer to the Trustee
for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such
Securities had been issued at the date of the execution hereof.
In case of any such consolidation, merger,
sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made in the Securities thereafter to
be issued as may be appropriate.
In the event of any such sale or conveyance
(other than a conveyance by way of lease) the Issuer or any successor legal entity which shall theretofore have become such in
the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities
and may be liquidated and dissolved.
SECTION 8.03.
Opinion of Counsel to Trustee.
The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall receive an Opinion of Counsel, prepared in accordance with
Section 10.06, as conclusive evidence that any such consolidation,
merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of this Indenture.
ARTICLE 9
Satisfaction and Discharge of Indenture;
Unclaimed Moneys
SECTION 9.01.
Satisfaction and Discharge
of Indenture.
(a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the
Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii)
the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than
any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.09) or (iii) (A) all the securities of such series not theretofore delivered to the Trustee for cancellation shall
have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer shall
have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys
repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities
the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by
its full faith and credit (“
U.S. Government Obligations
”), maturing as to principal and interest at such times
and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption
all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including
principal and interest due or to become due on or prior to such date of maturity as the case may be, and if, in any such case,
the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such
series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights
of registration of transfer and exchange of securities of such series, and the Issuer’s right of optional redemption, if
any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments
of principal thereof and interest thereon upon the original stated due date therefor (but not upon acceleration), and remaining
rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee
hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer accompanied by an Officers’ Certificate
and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction
of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive
amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-
applicable mandatory rules or policies of any securities exchange
upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably
and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee
in connection with this Indenture or the Securities of such series.
(b) The following provisions shall
apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officers’ Certificate
or indenture supplemental hereto provided pursuant to Section 2.03. In addition to discharge of the Indenture pursuant to the next
preceding paragraph, in the case of any series of Securities the exact amounts (including the currency of payment) of principal
of and interest due on which can be determined at the time of making the deposit referred to in clause 9.01(b)(i) below, the Issuer
shall be deemed to have paid and discharged the entire indebtedness on all the Securities of such a series on the 91st day after
the date of the deposit referred to in clause 9.01(b)(i) below, and the provisions of this Indenture with respect to the Securities
of such series thereto shall no longer be in effect (except as to (1) rights of registration of transfer and exchange of Securities
of such series and the Issuer’s right of optional redemption, if any, (2) substitution of mutilated, defaced, destroyed,
lost or stolen Securities, (3) rights of Holders of Securities to receive payments of principal thereof and interest thereon, upon
the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (4) the rights, obligations, duties and immunities of the Trustee hereunder, (5) the rights of the Holders
of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all
or any of them and (6) the obligations of the Issuer under Section 3.02) and the Trustee, at the expense of the Issuer, shall at
the Issuer’s request, execute proper instruments acknowledging the same, if
(i) with reference to this provision
the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (A) cash in an amount,
or (B) in the case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations,
maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (C) a combination
thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay (1) the principal and interest on all Securities of such series and coupons appertaining
thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking fund payments on the dates
on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series;
(ii) such deposit will not result
in a breach or violation of, or constitute a default under, any agreement or instrument to which the Issuer is a party or by which
it is bound;
(iii) the Issuer has delivered to
the Trustee an Opinion of Counsel based on the fact that (x) the Issuer has received from, or there has been published by, the
Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable federal income tax law,
in either case to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series and coupons
appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would
have been the case if such deposit, defeasance and discharge had not occurred; and
(iv) the Issuer has delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating
to the defeasance contemplated by this provision have been complied with.
(c) The Issuer shall be released
from its obligations under Section 9.01 with respect to the Securities of any series Outstanding, on and after the date the conditions
set forth below are satisfied (hereinafter, “
covenant defeasance
”). For this purpose, such covenant defeasance
means that, with respect to the Outstanding Securities of any series, the Issuer may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in such Sections, whether directly or indirectly by reason of any reference
elsewhere herein to such Sections or by reason of any reference in such Sections to any other provision herein or in any other
document and such omission to comply shall not constitute an Event of Default under Section 4.01, but the remainder of this Indenture
and such Securities and coupons shall be unaffected thereby. The following shall be the conditions to application of this subsection
(c) of this Section 9.01:
(i) The Issuer has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the holders of the Securities of such series, (A) cash in an amount,
or (B) in the case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations maturing
as to principal and interest at such times and in such amounts as will insure the availability of cash or (C) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay (1) the principal and interest on all Securities of such series and coupons appertaining
thereto and (2) any
mandatory sinking fund payments on the day on which
such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series.
(ii) No Event of Default or event
which with notice or lapse of time or both would become an Event of Default with respect to the Securities shall have occurred
and be continuing on the date of such deposit or, insofar as subsections 4.01(c) and 4.01(d) are concerned, at any time during
the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).
(iii) Such covenant defeasance shall
not cause the Trustee to have a conflicting interest for purposes of the Trust Indenture Act of 1939 with respect to any securities
of the Issuer.
(iv) Such covenant defeasance shall
not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which
the Issuer is a party or by which it is bound.
(v) Such covenant defeasance shall
not cause any Securities then listed on any registered national securities exchange under the Securities Exchange Act of 1934,
as amended, to be delisted.
(vi) The Issuer shall have delivered
to the Trustee an Officers’ Certificate and Opinion of Counsel to the effect that the Holders of the Securities of such series
will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant
defeasance had not occurred.
(vii) The Issuer shall have delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for
relating to the covenant defeasance contemplated by this provision have been complied with.
SECTION 9.02.
Application by Trustee of
Funds Deposited for Payment of Securities.
Subject to Section 9.04 and any subordination provisions applicable to the Securities,
all moneys deposited with the Trustee pursuant to Section 9.01 shall be held in trust and applied by it to the payment, either
directly or through any paying agent (including the Issuer acting as its own paying agent), to the Holders of the particular Securities
of such series for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to
become due thereon for principal and interest; but such money need not be segregated from other funds except to the extent required
by law.
SECTION 9.03.
Repayment of Moneys Held
by Paying Agent.
In connection with the satisfaction and discharge of this Indenture with respect to Securities of any series,
all moneys then held by any paying agent under the provisions of this Indenture with respect to such series of Securities shall,
upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys.
SECTION 9.04.
Return of Moneys Held by
Trustee and Paying Agent Unclaimed for Two Years.
Any moneys deposited with or paid to the Trustee or any paying agent for
the payment of the principal of or interest on any Security of any series and not applied but remaining unclaimed for two years
after the date upon which such principal or interest shall have become due and payable, shall, upon the written request of the
Issuer and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid
to the Issuer by the Trustee for such series or such paying agent, and the Holder of the Security of such series shall, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only
to the Issuer for any payment which such Holder may be entitled to collect, and all liability of the Trustee or any paying agent
with respect to such moneys shall thereupon cease.
The Issuer shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section
9.01 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.
ARTICLE 10
Miscellaneous Provisions
SECTION 10.01.
General Partner, Members,
Officers and Directors of Issuer Exempt from Individual Liability.
No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any past,
present or future managing member or general partner, member, officer or director, as such, of the Issuer or of any successor,
either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement
of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released
by the acceptance of the Securities by the holders thereof and as part of the consideration for the issue of the Securities.
SECTION 10.02.
Provisions of Indenture
for the Sole Benefit of Parties and Securityholders.
Nothing in this Indenture or in the Securities, expressed or implied,
shall give or be construed to give to any person, firm or corporation, other than the parties hereto and their successors and the
Holders of the Securities, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision
herein
contained, all such covenants and provisions being for the sole
benefit of the parties hereto and their successors and of the Holders of the Securities.
SECTION 10.03.
Successors and Assigns of
Issuer Bound by Indenture.
All the covenants, stipulations, promises and agreements in this Indenture contained by or in behalf
of the Issuer shall bind its successors and assigns, whether so expressed or not.
SECTION 10.04.
Notices and Demands on Issuer,
Trustee and Securityholders.
Any notice or demand which by any provision of this Indenture is required or permitted to be given
or served by the Trustee or by the Holders of Securities to or on the Issuer may be given or served by being deposited postage
prepaid, first-class mail (except as otherwise specifically provided herein) addressed (until another address of the Issuer is
filed by the Issuer with the Trustee) to GasLog Partners LP at the following address:
GasLog Partners LP
Gildo Pastor Center
7 Rue du Gabian
MC 98000, Monaco
with copies to:
Cravath Swaine & Moore LLP
825 Eighth Avenue
New York, New York 10019
Attention: D. Scott Bennett, Esq.
Facsimile: (212) 474-3700
Any notice, direction, request or demand by
the Issuer or any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes,
if delivered in person or mailed by first-class mail to the Trustee at [ ].
Where this Indenture provides for notice to
Holders, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder entitled thereto, at his last address as it appears in the Security register. In any case where
notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
In case, by reason of the suspension of or
irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer and Securityholders when such notice
is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory
to the Trustee shall be deemed to be a sufficient giving of such notice.
Notwithstanding anything to the contrary,
the Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf,
facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such written
instructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions
to the Trustee in a timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized
representative of the party providing such instructions or directions. If the party elects to give the Trustee e-mail or facsimile
instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions,
the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses,
costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding
such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions
agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee,
including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse
by third parties.
SECTION 10.05.
Communication by Securityholders
with Other Securityholders
. Securityholders may communicate pursuant to Section 312(b) of the Trust Indenture Act of 1939 with
other Securityholders with respect to their rights under this Indenture or the Securities. The Issuer, the Trustee, any registrar
and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act of 1939.
SECTION 10.06.
Officers’ Certificates
and Opinions of Counsel; Statements to be Contained Therein.
Upon any application or demand by the Issuer to the Trustee to
take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and
an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with.
Each certificate or opinion provided for in
this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture
shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based, (c) a statement that, in the opinion of such person, he has made such examination or investigation
as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied
with
and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.
Any certificate, statement or opinion of an
officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations
by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which
his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know
that the same are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters,
information with respect to which is in the possession of the Issuer, upon the certificate, statement or opinion of or representations
by an officer of officers of the Issuer, unless such counsel knows that the certificate, statement or opinion or representations
with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the
exercise of reasonable care should know that the same are erroneous.
Any certificate, statement or opinion of an
officer of the Issuer or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of
or representations by an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his certificate,
statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are
erroneous.
Any certificate or opinion of any independent
firm of public accountants filed with the Trustee shall contain a statement that such firm is independent.
SECTION 10.07.
Payments Due on Saturdays,
Sundays and Holidays.
If the date of maturity of interest on or principal of the Securities of any series or the date fixed
for redemption or repayment of any such Security shall not be a Business Day, then payment of interest or principal need not be
made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the period after such date.
SECTION 10.08.
Conflict of any Provision
of Indenture with Trust Indenture Act of 1939.
If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with another provision included in this Indenture by operation of Sections 310 to 317, inclusive, of the Trust Indenture
Act of 1939 (an “
incorporated provision
”), such incorporated provision shall control.
SECTION 10.09.
New York Law to Govern.
This Indenture and each Security shall be governed by, and construed in accordance with, the laws of the State of New York, except
as may otherwise be required by mandatory provisions of law.
SECTION 10.10.
Counterparts.
This Indenture
may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute
but one and the same instrument.
SECTION 10.11.
Effect of Headings.
The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction
hereof.
SECTION 10.12.
Securities in a Non-U.S.
Currency.
Unless otherwise specified in an Officers’ Certificate delivered pursuant to Section 2.03 of this Indenture
with respect to a particular series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders
of a specified percentage in aggregate principal amount of Securities of all series or all series affected by a particular action
at the time Outstanding and, at such time, there are Outstanding Securities of any series which are denominated in a coin or currency
other than Dollars, then the principal amount of Securities of such series which shall be deemed to be Outstanding for the purpose
of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate. For purposes
of this Section 10.12, Market Exchange Rate shall mean the noon Dollar buying rate in New York City for cable transfers of that
currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with
respect to such currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of
New York or in the country of issue of the currency in question, or such other quotations as the Trustee shall deem appropriate.
The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a series
denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.
All decisions and determinations of the Trustee
regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole
discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably
binding upon the Issuer and all Holders.
SECTION 10.13.
Submission to Jurisdiction.
The Issuer agrees that any legal suit, action or proceeding arising out of or based upon this Indenture may be instituted in any
federal or state court sitting in New York City, and, to the fullest extent permitted by law, waives any objection which it may
now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the jurisdiction of such court
in any suit, action or proceeding. The Issuer, as long as any of the Securities remain Outstanding or the parties hereto have any
obligation under this Indenture, shall have an authorized agent (the “
Authorized Agent
”) in the United States
upon whom process may be served in any such legal action or proceeding. Service of process upon such agent and written notice of
such service mailed or delivered to it shall to the extent permitted by law be deemed in every respect effective service of process
upon it in any such legal action or
proceeding and, if it fails to maintain such agent, any such
process or summons may be served by mailing a copy thereof by registered mail, or a form of mail substantially equivalent thereto,
addressed to it at its address as provided for notices hereunder. The Issuer hereby appoints [ ] as its agent for such purposes,
and covenants and agrees that service of process in any legal action or proceeding may be made upon it at such office of such agent.
SECTION 10.14.
Judgment Currency.
The
Issuer agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is necessary to convert the sum due in respect of the principal of or interest on the Securities of any
series (the “
Required Currency
”) into a currency in which a judgment will be rendered (the “
Judgment
Currency
”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee
could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable
judgment is entered, unless such day is not a New York Banking Day, then, to the extent permitted by applicable law, the rate of
exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of
New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which final unappealable
judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged
or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)),
in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual
receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall
be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount,
if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and
(iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing,
“New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day
on which banking institutions in The City of New York are authorized or required by law or executive order to close.
SECTION 10.15.
Waiver of Jury Trial
.
EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED
HEREBY.
SECTION 10.16.
Force Majeure.
In no
event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall
use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable
under the circumstances.
ARTICLE 11
Redemption of Securities
SECTION 11.01.
Applicability Of Article.
The provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity except
as otherwise specified as contemplated by Section 2.03 for Securities of such series.
SECTION 11.02.
Notice Of Redemption; Partial
Redemptions.
Notice of redemption to the Holders of Securities of any series to be redeemed as a whole or in part at the option
of the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not
more than 60 days prior to the date fixed for redemption to such Holders of Securities of such series at their last addresses as
they shall appear upon the registry books. Any notice which is mailed in the manner herein provided shall be conclusively presumed
to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice
to the Holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such series.
The notice of redemption to each such Holder
shall specify the principal amount of each Security of such series held by such Holder to be redeemed, the date fixed for redemption,
the redemption price, the place or places of payment, that payment will be made upon presentation and surrender of such Securities,
that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued
to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on
the portions thereof to be redeemed will cease to accrue. In case any Security of a series is to be redeemed in part only the notice
of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date
fixed for redemption, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to
the unredeemed portion thereof will be issued.
The notice of redemption of Securities of
any series to be redeemed at the option of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee
in the name and at the expense of the Issuer;
provided
,
however
, in the latter case the Issuer shall give the Trustee
at least ten (10) days advance notice of the date upon which the notice is to be given (unless a shorter notice period shall be
agreed to by the Trustee in writing).
A notice of redemption may be conditioned
and provide that it is subject to the occurrence of any event described in the notice before the date fixed for the
redemption. A notice of conditional redemption will be of no
effect unless all conditions to the redemption have occurred before the redemption date or have been waived by the Issuer.
On or before the redemption date specified
in the notice of redemption given as provided in this Section, the Issuer will deposit with the Trustee or with one or more paying
agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.04)
an amount of money or other property sufficient to redeem on the redemption date all the Securities of such series so called for
redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all
the outstanding Securities of a series are to be redeemed, the Issuer will deliver to the Trustee at least 70 days prior to the
date fixed for redemption an Officers’ Certificate stating the aggregate principal amount of Securities to be redeemed.
If less than all the Securities of a series
are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Securities of such series to
be redeemed in whole or in part. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for
Securities of such series or any multiple thereof. The Trustee shall promptly notify the Issuer in writing of the Securities of
such series selected for redemption and, in the case of any Securities of such series selected for partial redemption, the principal
amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating
to the redemption of Securities of any series shall relate, in the case of any Security redeemed or to be redeemed only in part,
to the portion of the principal amount of such Security which has been or is to be redeemed.
SECTION 11.03.
Payment of Securities Called
for Redemption.
If notice of redemption has been given as above provided, the Securities or portions of Securities specified
in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default in
the payment of such Securities at the redemption price, together with interest accrued to said date) interest on the Securities
or portions of Securities so called for redemption shall cease to accrue and, except as provided in Sections 5.05 and 9.04, such
Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this Indenture,
and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof
and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified
in said notice, said Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption; provided that any semiannual payment of interest
becoming due on the date fixed for redemption shall be payable to the Holders of such Securities registered as such on the relevant
record date subject to the terms and provisions of Sections 2.03 and 2.04 hereof.
If any Security called for redemption shall
not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from
the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security)
borne by such Security.
Upon presentation of any Security redeemed
in part only, the Issuer shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof,
at the expense of the Issuer, a new Security or Securities of such series, of authorized denominations, in principal amount equal
to the unredeemed portion of the Security so presented.
SECTION 11.04.
Exclusion of Certain Securities
from Eligibility for Selection for Redemption.
Securities shall be excluded from eligibility for selection for redemption if
they are identified by registration and certificate number in a written statement signed by an authorized officer of the Issuer
and delivered to the Trustee at least 40 days prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified
in such written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with
the Issuer.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have
caused this Indenture to be duly executed as of ____________, ________.
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GASLOG PARTNERS LP
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by
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Name:
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Title:
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[ ],
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as Trustee,
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by
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Name:
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Title:
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