GASLOG LTD. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee INDENTURE Dated as of March 22, 2017Indenture • March 22nd, 2017 • GasLog Ltd. • Water transportation • New York
THIS INDENTURE, dated as of March 22, 2017 between GasLog Ltd., a Bermuda exempted company (the “Issuer”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as trustee (the “Trustee”),
SHIPBUILDING CONTRACT FOR THE CONSTRUCTION OF A 154,800 Cubic Meter LNG Carrier Hull No. 2042 Between Samsung Heavy Industries Co., Ltd. AS “Builder” AND GAS- eight Ltd. AS “Buyer”Shipbuilding Contract • January 17th, 2012 • GasLog Ltd. • Water transportation • England
Samsung Heavy Industries Co., Ltd., a corporation incorporated and existing under the laws of the Republic of Korea, having its registered office at 34th Fl., Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seocho-Gu, Seoul, Korea, 137-857 (hereinafter called the “Builder”), on the one part, and
REGISTRATION RIGHTS AGREEMENT dated as of [ ], 2012, among GASLOG LTD. and THE SHAREHOLDERS NAMED HEREINRegistration Rights Agreement • March 16th, 2012 • GasLog Ltd. • Water transportation
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of [ ], 2012, among GasLog Ltd., a Bermuda exempted company (the “Company”) and the shareholders set forth on the signature page of this Agreement (together, the “Shareholders” and each, a “Shareholder”).
AGREEMENT AND PLAN OF MERGER dated as of April 6, 2023, by and among GASLOG PARTNERS LP, GASLOG PARTNERS GP LLC, GASLOG LTD.Merger Agreement • April 7th, 2023 • GasLog Ltd. • Water transportation • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of April 6, 2023 (this “Agreement”), is by and among GasLog Partners LP, a Marshall Islands limited partnership (the “Partnership”), GasLog Partners GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership (the “General Partner”), GasLog Ltd., a Bermuda exempted company (“Parent”), and Saturn Merger Sub LLC, a Marshall Islands limited liability company and a wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent and the General Partner, the “Sponsor Entities”). Each of the Partnership, the General Partner, Parent and Merger Sub are referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.15.
THIRD AMENDED AND RESTATED LIMITED LIABILITY TRUST COMPANY AGREEMENT OF AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCLimited Liability Trust Company Agreement • March 14th, 2017 • GasLog Ltd. • Water transportation • New York
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY TRUST COMPANY AGREEMENT (as amended, amended and restated, supplemented or modified from time to time, the “Agreement”) of American Stock Transfer & Trust Company, LLC (the “Company”) dated as of this 29th day of June, 2015, by Armor Holding II LLC, as the sole member of the Company (the “Member”) amends and restates the Second Amended and Restated Limited Liability Trust Company Agreement of the Company dated as of June 26, 2013 (as amended by that certain First Amendment to the Second Amended and Restated Limited Liability Trust Company Agreement of the Company dated as of April 23, 2014) in its entirety.
Private & Confidential Dated 14 March 2012 GAS-three Ltd. and GAS-four Ltd. (1) arranged by DNB BANK ASA (2) THE EXPORT-IMPORT BANK OF KOREA (3) with DNB BANK ASA as Agent (4) DNB BANK ASA as Security Agent (5) FACILITIES AGREEMENT $272,500,000 Loan...Facilities Agreement • March 14th, 2012 • GasLog Ltd. • Water transportation
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACES WITH FIVE ASTERISKS (*****).
GasLog Ltd. Common Shares, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • March 16th, 2012 • GasLog Ltd. • Water transportation • New York
GasLog Ltd. 8.875% Senior Notes due 2022 Underwriting AgreementUnderwriting Agreement • May 16th, 2019 • GasLog Ltd. • Water transportation • New York
Private and Confidential MASTER TIME CHARTER PARTY Between GAS-one Ltd, GAS-two Ltd, GAS-three Ltd, GAS-four Ltd, GAS-five Ltd and GAS-six Ltd And Methane Services LimitedMaster Time Charter Party • February 9th, 2012 • GasLog Ltd. • Water transportation
This Master Time Charter party is hereby agreed between each of the entities listed on Page 1 hereof (each hereinafter referred to as “Owners”), a company designated in the applicable confirmation memorandum (“Confirmation Memorandum”) and Methane Services Limited, a company incorporated under the laws of England and Wales and having its registered office at 100 Thames Valley Park Drive, Reading, Berkshire RG6 1PT, United Kingdom (hereinafter referred to as “Charterers”).
REGISTRATION RIGHTS AGREEMENT OF GASLOG LTD., a Bermuda exempted Company Dated Effective as of June 22, 2020Registration Rights Agreement • June 29th, 2020 • GasLog Ltd. • Water transportation • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of June 22, 2020 by and among GasLog Ltd., a Bermuda exempted company (the “Company”), and each of the several holders listed on the signature pages hereto (each, a “Holder” and collectively, the “Holders”). Capitalized terms used herein without definition have the respective meanings set forth in Section 1.
AGREEMENT AND PLAN OF MERGER By and Among GasLog Ltd., GEPIF III Crown Bidco L.P. and GEPIF III Crown MergerCo Limited Dated as of February 21, 2021Merger Agreement • March 3rd, 2021 • GasLog Ltd. • Water transportation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 21, 2021, among GasLog Ltd., a Bermuda exempted company (the “Company”), GEPIF III Crown Bidco L.P., a Cayman Islands exempted limited partnership (“Parent”), and GEPIF III Crown MergerCo Limited, a Bermuda exempted company and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.12.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 7th, 2023 • GasLog Ltd. • Water transportation
This VOTING AND SUPPORT AGREEMENT, dated as of April 6, 2023 (this “Agreement”), is by and between GasLog Ltd., a Bermuda exempted company (“Parent”), and GasLog Partners LP, a Marshall Islands limited partnership (the “Partnership”). Each of Parent and the Partnership are referred to herein individually as a “Party” and collectively as the “Parties”.
Private & Confidential Dated 17 November 2009 GAS-two Ltd. (1) arranged by DnB NOR BANK ASA (2) NATIONAL BANK OF GREECE S.A. (3) UBS AG (4) with DnB NOR BANK ASA (5) as Agent DnB NOR BANK ASA (6) as Security Agent FACILITY AGREEMENT $147,500,000 Loan...Facility Agreement • January 17th, 2012 • GasLog Ltd. • Water transportation
Private & Confidential Dated 17 November 2009 (as amended and restated on 14 March 2012) GAS-two Ltd. (1) arranged by DNB BANK ASA (formerly known as DnB NOR BANK ASA) (2) NATIONAL BANK OF GREECE S.A. (3) UBS AG (4) with DNB BANK ASA (formerly known...Facility Agreement • March 14th, 2012 • GasLog Ltd. • Water transportation
SHIPBUILDING CONTRACT FOR THE CONSTRUCTION OF A 174,000Cubic Meter LNG Carrier Hull No 2072 Between Samsung Heavy Industries Co., Ltd. AS “Builder” AND GAS- Eleven Ltd. AS “Buyer”Shipbuilding Contract • March 28th, 2013 • GasLog Ltd. • Water transportation • England
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).
RESTRICTIVE COVENANT AGREEMENT among GASLOG LTD., PETER G. LIVANOS and BLENHEIM HOLDINGS LTD.Restrictive Covenant Agreement • March 16th, 2012 • GasLog Ltd. • Water transportation • New York
WHEREAS, the initial public offering of the Company’s Common Shares (as defined below) will involve the sale of an ownership interest in the Company’s business and its goodwill, and the Company wishes to protect such goodwill in order to maximize the proceeds of the sale of its Common Shares in the offering; and
AMENDMENT to the SHIPBUILDING CONTRACTShipbuilding Contract • January 17th, 2012 • GasLog Ltd. • Water transportation
This letter dated May 4, 2011 is the amendment to the Shipbuilding Contract entered into on May 11, 2010 .by and between Gas-four Ltd., a corporation organized and existing under the laws of Bermuda and having its registered office at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda (hereinafter called the “Buyer”), on the one part; and Samsung Heavy Industries Co., Ltd., a corporation duly organized and existing under the laws of the Republic of Korea and having its registered office at 1321-15 Seocho-dong, Seocho-gu, Seoul, Korea (hereinafter called the “Builder”), on the other part; and taken together referred to as the “PARTIES”.
GasLog Ltd. Common Shares, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • April 14th, 2014 • GasLog Ltd. • Water transportation • New York
ContractIndemnification Agreement • March 14th, 2016 • GasLog Ltd. • Water transportation
This Indemnification Agreement (this “Agreement”) is made as of [●] by and between GasLog Ltd., a Bermuda exempted company (the “Company”), and [●] (the “Indemnitee”), a Director and/or Officer of the Company.
Dated as of February 1, 2010 GASLOG MONACO S.A.M. and CERES MONACO S.A.M. SERVICE LEVEL AGREEMENTService Level Agreement • March 14th, 2012 • GasLog Ltd. • Water transportation
ContractSubscription Agreement • March 16th, 2012 • GasLog Ltd. • Water transportation • New York
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of [ ], 2012 by and between GasLog Ltd., a Bermuda company (the “Company”), and [name] (the “[Participating Director/Holder]”).
SHIPBUILDING CONTRACT FOR THE CONSTRUCTION OF A 154,800 Cubic Meter LNG Carrier Hull No. 1947 Between Samsung Heavy Industries Co., Ltd. AS “Builder” AND GAS- four Ltd. AS “Buyer”Shipbuilding Contract • January 17th, 2012 • GasLog Ltd. • Water transportation • England
Samsung Heavy Industries Co., Ltd., a corporation incorporated and existing under the laws of the Republic of Korea, having its registered office at 34th Fl., Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seocho-Gu, Seoul, Korea, 137-857 (hereinafter called the “Builder”), on the one part, and
CORPORATE GUARANTEECorporate Guarantee • March 14th, 2016 • GasLog Ltd. • Water transportation
Joint Filing AgreementJoint Filing Agreement • June 29th, 2012 • GasLog Ltd. • Water transportation
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agree to (i) the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Shares, par value $0.01 per share, of GasLog Ltd. and (ii) that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.
GASLOG LTD., as Issuer and American Stock Transfer & Trust Company, LLC, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 22, 2017 To INDENTURE Dated as of March 22, 2017First Supplemental Indenture • March 22nd, 2017 • GasLog Ltd. • Water transportation • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of March 22, 2017 (this “Supplemental Indenture” or “First Supplemental Indenture”), between GasLog Ltd., a Bermuda exempted company (herein called the “Issuer”), having its principal office at Gildo Pastor Center, 7 Rue du Gabian, MC 98000, Monaco, and American Stock Transfer & Trust Company, LLC, as Trustee (herein called the “Trustee”).
Date 14 March 2008 GAS-ONE LTD. as Borrower - and - THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders - and - DANISH SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S) as Agent and as Security Trustee LOAN AGREEMENT as amended and restated...Loan Agreement • March 14th, 2012 • GasLog Ltd. • Water transportation
relating to a facility of up to US$174,033,000 to finance the 154,800 cubic meter Liquefied Natural Gas Carrier under construction at Samsung Heavy Industries Co., Ltd. having Hull No. 1641
APPENDIX TO THE PRIVATE AGREEMENT OF PROFESSIONAL HIRINGPrivate Agreement of Professional Hiring • March 14th, 2012 • GasLog Ltd. • Water transportation
From one side NEA DIMITRA KTIMATIKH KAI EMPORIKH SA (V.A.T. 094048112) based in Piraeus – 69 Akti Miaouli Street, represented by Mr Georgios A. Katsikas (VAT 020019501), referred hereafter “leaser”
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 20th, 2021 • GasLog Ltd. • Water transportation
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of April 20, 2021, by and among GasLog Ltd., a Bermuda exempted company (the “Company”), GEPIF III Crown Bidco L.P., a Cayman Islands exempted limited partnership (“Parent”), and GEPIF III Crown MergerCo Limited, a Bermuda exempted company and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Date 3 October 2011 GAS-FIVE LTD. GAS-SIX LTD. as joint and several Borrowers – and – THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders – and – NORDEA BANK FINLAND PLC, LONDON BRANCH ABN AMRO BANK N.V. CITIBANK INTERNATIONAL PLC,...Loan Agreement • January 17th, 2012 • GasLog Ltd. • Water transportation
Date 14 March 2008Loan Agreement • January 17th, 2012 • GasLog Ltd. • Water transportation
The Lenders have agreed to make available to the Borrower a facility of up to $174,033,000 for the purpose of financing 75 per cent. of the Project Cost of a 154,800 cubic meter Liquified Natural Gas carrier currently having Builder’s Hull No. 1641 which is to be constructed by the Builder for, and purchased by, the Borrower.
CORPORATE GUARANTEECorporate Guarantee • March 14th, 2016 • GasLog Ltd. • Water transportation
ContractSubscription Agreement • March 27th, 2014 • GasLog Ltd. • Water transportation • New York
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of January ____, 2014 by and between GasLog Ltd., a Bermuda company (the “Company”), and [name] (the “[PARTICIPATING DIRECTOR/OFFICER/HOLDER]”).
CORPORATE GUARANTEECorporate Guarantee • March 6th, 2020 • GasLog Ltd. • Water transportation
SHARE PURCHASE AGREEMENT Dated April 16, 2018 among GASLOG CARRIERS LTD., GASLOG LTD. and GASLOG PARTNERS LPShare Purchase Agreement • April 27th, 2018 • GasLog Ltd. • Water transportation • New York
SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of April 16, 2018, is made by and among GASLOG LTD. (the “Sponsor”), a Bermuda exempted company, GASLOG CARRIERS LTD. (the “Seller”), a Bermuda exempted company and a wholly owned subsidiary of the Sponsor (and together with the Sponsor, and their affiliates other than the Buyer Entities, the “Seller Entities”) and GASLOG PARTNERS LP (the “Buyer”), a limited partnership organized under the laws of the Republic of the Marshall Islands.
ROLLOVER AGREEMENTRollover Agreement • March 3rd, 2021 • GasLog Ltd. • Water transportation • Delaware
This SHAREHOLDERS’ AGREEMENT (this “Agreement”), dated as of [●], 2021, among GasLog Ltd., a Bermuda exempted company (the “Company”), GEPIF III Crown Bidco L.P., a Cayman Islands exempted limited partnership (the “New Investor”), and each of those existing shareholders of the Company that are listed on Schedule I (the “Existing Shareholders” and, together with the New Investor and any other shareholders of the Company who become party to this Agreement from time to time pursuant to and in accordance with the terms hereof, the “Shareholders” and each, individually, a “Shareholder”).
