Exhibit
1.1
Execution Version
GasLog Partners LP
Common Units Representing Limited Partner
Interests
Underwriting Agreement
August 1, 2016
Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019
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 $600,000,000 of the Partnership’s common units
representing limited partner interests in the Partnership (the “Common Units”), other classes of units representing
limited partner interests in the Partnership (the “Other Units”), debt securities of the Partnership (the “Debt
Securities”), warrants to purchase Common Units, Other Units or other rights (“Warrants”), rights
to purchase Common Units and Other Units (the “Rights”), and any combination of Common Units, Other Units, Debt
Securities, Warrants and Rights (the “Combination Units”).
The Partnership proposes,
subject to the terms and conditions stated herein, to issue and sell an aggregate of 2,750,000 Common Units (the “Offered
Securities”) to Barclays Capital Inc. (the “Underwriter”). At the election of the Underwriter, the
Underwriter may purchase up to an additional 412,500 Common Units 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 Holding 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 are direct subsidiaries
of the Operating Company and are referred to herein collectively as the “Operating Subsidiaries”.
The agreements listed
in Schedule VIII hereto are collectively referred to as the “Operative Agreements”.
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”.
This is to confirm the
agreement among the Partnership Parties and the Underwriter concerning the purchase of the Securities from the Partnership by the
Underwriter.
1. The Partnership Parties
represent and warrant to, and agree with the Underwriter that:
(a) A registration statement
on Form F-3 (File No. 333-204616), 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 Underwriter, 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 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 the Underwriter expressly for use therein;
(c) For the purposes
of this Agreement, the “Applicable Time” is set forth on Schedule I hereto. 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, 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 the Underwriter 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, 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 the Underwriter 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 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 and subordinated units representing limited
partner interests as set forth in the Pricing Prospectus (the Common Units owned by GasLog and the subordinated units representing
limited partner interests together, 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 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(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, subordinated units and the Incentive Distribution Rights as set forth
under the caption “Cash and 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 Underwriter 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 Units; and none of the outstanding Common
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 on Schedule IX (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, 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 Underwriter, 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) 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”;
(v) [Reserved].
(w) 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;
(x) 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;
(y) 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 the Underwriter for a brokerage commission, finder’s fee or other like payment in connection with the issuance and sale
of the Securities;
(z) 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 the Common Units”, “The 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;
(aa) 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;
(bb) 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;
(cc) 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;
(dd) 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;
(ee) 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;
(ff) 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;
(gg) 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;
(hh) 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;
(ii) 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;
(jj) 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;
(kk) 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;
(ll) (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;
(mm) 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;
(nn) 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;
(oo) 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;
(pp) There are no restrictions
on subsequent transfers of the Securities under the laws of the Republic of The Marshall Islands;
(qq) 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;
(rr) The Common Units
are listed on the New York Stock Exchange (the “Exchange”), and the Offered Securities have been authorized
for listing on the Exchange, subject to official notice of issuance;
(ss) 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;
(tt) 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;
(uu) 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;
(vv) 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;
(ww) 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;
(xx) 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;
(yy) 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;
(zz) The Partnership
is a “foreign private issuer” as defined in Rule 405 under the Act;
(aaa) 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;
(bbb) Deloitte Certified
Public Accountants S.A. (formerly known as Deloitte Hadjipavlou, Sofianos & Cambanis S.A.) and Deloitte LLP, who have certified
certain financial statements included or incorporated by reference in the Registration Statement, Pricing Prospectus and Final
Prospectus, are independent public accountants with respect to the Partnership Entities as required by the Act and the rules and
regulations of the Commission thereunder;
(ccc) 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;
(ddd) 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”);
(eee) 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;
(fff) 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 comply 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;
(ggg) 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;
(hhh) The Vessels are
owned directly by the respective Operating Subsidiary listed on Schedule III 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 in the
sole ownership of the subsidiary set forth opposite its name on Schedule III, 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;
(iii) Each Vessel is
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, 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;
(jjj) 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
(kkk) 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 Underwriter in connection with the sale
and delivery by the Partnership of the Securities to or for the account of the Underwriter or the sale and delivery by the Underwriter
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 the Underwriter, and the Underwriter agrees to
purchase from the Partnership, at a purchase price per Common Unit set forth on Schedule I hereto, 2,750,000 Common Units
and (b) in the event and to the extent that the Underwriter shall exercise the election to purchase Option Securities as provided
below, the Partnership agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Partnership,
at the purchase price per Common Unit 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.
The Partnership hereby
grants to the Underwriter the right to purchase at its election up to 412,500 Option Securities, at the purchase price per Common
Unit 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 Offered Securities but
not payable on the Option Securities. Any such election to purchase Option Securities may be exercised only by written notice from
the Underwriter 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 Underwriter but in no event earlier than the First Time of Delivery or, unless the Underwriter 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 the Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names
as the Underwriter 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 Underwriter through the facilities
of the Depository Trust Company (“DTC”), for the account of the Underwriter against payment by or on behalf
of the Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the
Partnership to the Underwriter at least forty-eight hours in advance. The time and date of such delivery and payment shall be,
with respect to the Offered Securities, 9 a.m., New York City time, on August 5, 2016 or such other time and date as the Underwriter
and the Partnership may agree upon in writing, and with respect to the Option Securities, on the date specified by the Underwriter
in the written notice given by the Underwriter’s election to purchase such Option Securities, or such other time and date
as the Underwriter and the Partnership may agree upon in writing. 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 Underwriter 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 the Underwriter:
(a) To prepare the Final
Prospectus in a form approved by the Underwriter 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 Underwriter promptly after reasonable notice thereof; to advise the Underwriter, 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 Underwriter 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 Underwriter, 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 Underwriter may reasonably request to qualify the Securities for offering and sale under the
securities laws of such jurisdictions as the Underwriter 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
Underwriter with written and electronic copies of the Final Prospectus in New York City in such quantities as the Underwriter 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 Underwriter
and upon the request of the Underwriter to file such document or to prepare and furnish without charge to the Underwriter and to
any dealer in securities as many written and electronic copies as the Underwriter 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 the 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 Underwriter but at the expense of the Underwriter, to prepare and deliver to the Underwriter
as many written and electronic copies as the Underwriter 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 60 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 Units, provided that
such plan does not provide for the transfer of Common Units during the Lock-Up Period), without the prior written consent of the
Underwriter;
(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 date hereof, to furnish to the Underwriter copies of all reports or other communications (financial or
other) furnished to its unitholders, and to deliver to the Underwriter 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 Underwriter 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
the Underwriter, to furnish, or cause to be furnished, to the Underwriter an electronic version of the Partnership’s trademarks,
servicemarks and corporate logo for use on the website, if any, operated by the 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 Underwriter, 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; the Underwriter
represents and agrees that, without the prior consent of the Partnership, it has not made and will not make any offer relating
to the Securities that would constitute a free writing prospectus; any such free writing prospectus the use of which has been consented
to by the Partnership and the Underwriter 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 Underwriter and, if requested by the Underwriter, will prepare and furnish without charge
to the 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 the Underwriter
expressly for use therein.
7. The Partnership covenants
and agrees with the Underwriter 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 Underwriter and dealers; (ii) the cost of printing or producing any agreement
among Underwriter, this Agreement, 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 Underwriter 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 Underwriter 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 Underwriter will pay, except as provided in this Section 7, and Sections 9 and 13 hereof, all of its own costs and expenses, including the fees and disbursements of its 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 Underwriter 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 Underwriter;
(b) Latham & Watkins
LLP, counsel for the Underwriter, shall have furnished to the Underwriter such written opinion or opinions, dated such Time of
Delivery, in form and substance reasonably satisfactory to the Underwriter, 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 Underwriter their written opinion, dated
such Time of Delivery, in form and substance satisfactory to the Underwriter, 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 Underwriter their written
opinion, dated such Time of Delivery, in form and substance satisfactory to the Underwriter, 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 Underwriter their written opinion,
dated such Time of Delivery, in form and substance satisfactory to the Underwriter, 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 Underwriter their written opinion, dated
such Time of Delivery, in form and substance satisfactory to the Underwriter, to the effect set forth in Annex IV;
(g) On the date hereof
and at each Time of Delivery, Deloitte Certified Public Accountants S.A. (formerly known as Deloitte Hadjipavlou, Sofianos &
Cambanis S.A.) and Deloitte LLP shall have each furnished to the Underwriter 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 Underwriter;
(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 Underwriter 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 Underwriter 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 Underwriter 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 Underwriter at such Time of Delivery certificates of officers of the Partnership
satisfactory to the Underwriter 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 subsections (a) of this Section and as to such other matters as the Underwriter
may reasonably request.
9. (a) The Partnership
Parties will indemnify and hold harmless the Underwriter against any losses, claims, damages or liabilities, joint or several,
to which the 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 the Underwriter
for any legal or other expenses reasonably incurred by the 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 the Underwriter expressly for use therein.
(b) The Underwriter
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 the Underwriter 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 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, 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. 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 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 Underwriter 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 Underwriter 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 Underwriter 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 Underwriter, 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 Underwriter 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 Underwriter agree that it would not be just and equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation 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), the Underwriter shall not 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 the 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.
(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 the Underwriter within
the meaning of the Act, each broker-dealer affiliate of the Underwriter and each director, officer, employee and agent of the Underwriter
or broker-dealer affiliate of the Underwriter; and the obligations of the Underwriter under this Section 9 shall be in addition
to any liability which the Underwriter 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. [Reserved.]
11. The respective indemnities,
agreements, representations, warranties and other statements of the Partnership Parties and the Underwriter, 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 the Underwriter or any controlling person
of the 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.
12. If, for any reason,
any Securities are not delivered by or on behalf of the Partnership as provided herein, the Partnership Parties will reimburse
the Underwriter for all out-of-pocket expenses approved in writing by the Underwriter, including fees and disbursements of counsel,
reasonably incurred by the Underwriter 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 the Underwriter
except as provided in Sections 7 and 9 hereof.
13. All statements,
requests, notices and agreements hereunder shall be in writing, and if to the Underwriter shall be delivered or sent by mail, telex
or facsimile transmission to Barclays Capital Inc., 745 Seventh Avenue, New York, New York, 10019, Attention: Syndicate Registration
(Fax: (646) 834-8133), with a copy, in the case of any notice pursuant to Section 9 hereof, to the Director of Litigation,
Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; 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 notices under Section 5(e) shall be in writing, and if
to the Underwriter shall be delivered or sent by mail, telex or facsimile transmission to the Underwriter at its address 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 Underwriter is 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 Underwriter to properly
identify their respective clients.
14. This Agreement shall
be binding upon, and inure solely to the benefit of, the Underwriter, 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 the 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 the Underwriter shall be deemed a successor or
assign by reason merely of such purchase.
15. 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.
16. 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 Underwriter, on the other, (ii) in connection
therewith and with the process leading to such transaction the Underwriter is acting solely as a principal and not the agent or
fiduciary of the Partnership Parties, (iii) the Underwriter has not 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
the 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 Underwriter, has 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.
17. This Agreement supersedes
all prior agreements and understandings (whether written or oral) between the Partnership Parties and the Underwriter, or any of
them, with respect to the subject matter hereof.
18. 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 Underwriter 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.
19. 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 the Underwriter, the directors, officers, employees and agents of the Underwriter, or by any person
who controls the 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.
20. The Partnership
Parties and the Underwriter 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.
21. 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.
22. The Underwriter
confirms and the Partnership Parties acknowledge and agree that the statements regarding delivery of shares by the Underwriter
set forth on the cover page of, and the concession and reallowance figures and the paragraph relating to stabilization by the Underwriters
appearing under the caption “Underwriting” in, the most recent Preliminary Prospectus and the Prospectus are correct
and constitute the only information concerning the Underwriter furnished in writing to the Partnership Parties by or on behalf
of the Underwriter specifically for inclusion in any Preliminary Prospectus or any Issuer Free Writing Prospectus or in any amendment
or supplement thereto.
If the foregoing is in accordance with the understanding
of the Underwriter, please sign and return to the Underwriter one copy for each of the Partnership Parties and the Underwriter
plus one copy for each counsel counterparts hereof, and upon acceptance hereof by the Underwriter, this letter and such acceptance
hereof shall constitute a binding agreement between the Underwriter and the Partnership Parties.
(Remainder of the page intentionally left blank.)
| |
Very truly yours, |
| |
|
| |
GasLog Partners GP LLC |
| |
|
| |
By: GasLog Ltd., as sole member |
| |
|
| |
By: |
/s/ Paul Wogan |
| |
|
Name: |
Paul Wogan |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
|
| |
GasLog Partners LP |
| |
|
| |
By: |
/s/ Andrew J. Orekar |
| |
|
Name: |
Andrew J. Orekar |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
|
| |
GasLog Partners Holdings LLC |
| |
|
| |
By: GasLog Partners LP, as sole member |
| |
|
| |
By: |
/s/ Andrew J. Orekar |
| |
|
Name: |
Andrew J. Orekar |
| |
|
Title: |
Chief Executive Officer |
[Signature Page to the Underwriting Agreement]
| Accepted as of the date hereof: |
|
| |
|
| Barclays Capital Inc. |
|
| |
|
| By: |
/s/ Amit Chandra |
|
| |
Name: |
Amit Chandra |
|
| |
Title: |
Managing Director, Co-Head Natural Resources ECM |
|
[Signature Page to Underwriting Agreement]
Schedule I
“Applicable Time” means 7:00
PM, New York City time on August 1, 2016
Purchase price per Common Unit to be paid
by the Underwriter: $19.175
Schedule II
None.
Schedule III
Owned Vessels
| Vessel | |
Flag | |
Owning Entity | |
IMO Number |
| GasLog Shanghai | |
Bermuda | |
GAS-three Ltd. | |
9600528 |
| GasLog Santiago | |
Bermuda | |
GAS-four Ltd. | |
9600530 |
| GasLog Sydney | |
Bermuda | |
GAS-five Ltd. | |
9626273 |
| Methane Rita Andrea | |
Bermuda | |
GAS-sixteen Ltd. | |
9307188 |
| Methane Jane Elizabeth | |
Bermuda | |
GAS-seventeen Ltd. | |
9307190 |
| Methane Alison Victoria | |
Bermuda | |
GAS-nineteen Ltd. | |
9321768 |
| Methane Shirley Elisabeth | |
Bermuda | |
GAS-twenty Ltd. | |
9321756 |
| Methane Heather Sally | |
Bermuda | |
GAS-twenty one Ltd. | |
9321744 |
Schedule IV
Form of Lock-Up Agreement
GasLog Partners LP
Lock-Up Agreement
________, 2016
Barclays Capital Inc.
745 Seventh Avenue
New York, New York, 10019
| |
Re: |
GasLog Partners LP – Lock-Up Agreement |
Ladies and Gentlemen:
The undersigned understands
that Barclays Capital Inc. (the “Underwriter”) proposes to enter into an Underwriting Agreement 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 units
representing limited partner interests in the Partnership (the “Common 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 Underwriter to offer and sell the Common 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 Units of the Partnership, or any options or warrants to purchase
any Common Units of the Partnership, or any securities convertible into, exchangeable for or that represent the right to receive
Common 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 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
Units.
The initial Lock-Up
Period will commence on the date of this Lock-Up Agreement and continue for 60 days after the public offering date set forth on
the final prospectus used to sell the Common 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 the Underwriter, (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 Units, provided that such plan does not provide for the transfer of Common 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 Units subject to the provisions of this Lock-Up Agreement and
there shall be no further transfer of such Common 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 Underwriter 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 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.
| |
Very truly yours, |
| |
|
| |
[Exact Name of Unitholder] |
| |
|
| |
Authorized Signature |
| |
|
| |
Title |
Schedule V
List of Individuals and Entities Subject
to Lock Up Agreement
Curtis V. Anastasio
Robert B. Allardice III
Daniel Bradshaw
Simon Crowe
Pamela Gibson
Peter G. Livanos
Andrew J. Orekar
Anthony Papadimitriou
Graham Westgarth
Schedule VI
Information Included in the Pricing Prospectus
Public Offering Price: $19.50
Number of Common Units offered to the public: 2,750,000
Schedule VII
Covered Agreements
[None.]
Schedule VII-1
Schedule VIII
Operative Agreements
Schedule VIII-1
Schedule IX
Specified Agreements
| (1) |
Facility Agreement for up to $450,000,000 Loan Facility dated November 12, 2014 among GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., GAS-sixteen Ltd. and GAS-seventeen Ltd. as borrowers, Citibank, N.A., London Branch, Nordea Bank Finland Plc, London Branch, DVB Bank America N.V., ABN Amro Bank N.V., Skandinaviska Enskilda Banken AB (Publ) and BNP Paribas, as mandated lead arrangers, the financial institutions listed in Schedule 1 thereto as lenders, Citibank, N.A., London Branch as bookrunner and security agent, and Citibank International Limited as agent and security trustee; |
| |
|
| (2) |
Deed between GasLog Partners LP and Citibank, N.A., London Branch, dated November 12, 2014.; |
| |
|
| (3) |
Revolving Credit Facility dated May 12, 2014, between GasLog Ltd. and GasLog Partners LP; |
| |
|
| (4) |
Senior Facility Agreement (the “Senior Facility Agreement”) for $396,500,000 dated February 18, 2016 among GAS-eighteen Ltd., GAS-nineteen Ltd., GAS-twenty Ltd., GAS-twenty one Ltd. and GAS-twenty seven Ltd., as borrowers, ABN AMRO Bank N.V., DNB (UK) Ltd. and DVB Bank America N.V., as mandated lead arrangers, the financial institutions listed in Schedule 1 thereto as lenders, ABN AMRO Bank N.V. and DNB (UK) Ltd., as bookrunners, and DNB Bank ASA, London Branch, as agent and security agent |
| |
|
| (5) |
Corporate Guarantee dated February 18, 2016 of GasLog Partners LP, Mortgagee, in favor of DNB Bank ASA, London Branch in connection with the Senior Facility Agreement |
| |
|
| (6) |
Corporate Guarantee dated February 18, 2016 of GasLog Partners Holdings LLC, Mortgagee, in favor of DNB Bank ASA, London Branch in connection with the Senior Facility Agreement |
| |
|
| (7) |
Junior Facility Agreement (the “Junior Facility Agreement”) for $180,000,000 dated February 18, 2016 among GAS-eighteen Ltd., GAS-nineteen Ltd., GAS-twenty Ltd., GAS-twenty one Ltd. and GAS-twenty seven Ltd., as borrowers, ABN AMRO Bank N.V., DNB (UK) Ltd. and DVB Bank America N.V., as mandated lead arrangers, the financial institutions listed in Schedule 1 thereto as lenders, ABN AMRO Bank N.V. and DNB (UK) Ltd., as bookrunners, and DNB Bank ASA, London Branch, as agent and security agent |
| |
|
| (8) |
Corporate Guarantee dated February 18, 2016 of GasLog Partners LP, Mortgagee, in favor of DNB Bank ASA, London Branch in connection with the Junior Facility Agreement |
Schedule IX-1
| (9) |
Corporate Guarantee dated February 18, 2016 of GasLog Partners Holdings LLC, Mortgagee, in favor of DNB Bank ASA, London Branch in connection with the Junior Facility Agreement |
| |
|
| (10) |
Intercreditor Agreement dated February 18, 2016 among GAS-eighteen Ltd., GAS-nineteen Ltd., GAS-twenty Ltd., GAS-twenty one Ltd., GAS-twenty seven Ltd., as owners, DNB Bank ASA, London Branch, as agent and trustee for the Senior Finance Parties and Junior Finance Parties thereto, the Senior Lenders described in Schedule 1 thereto as lenders under the Senior Facility Agreement and the Junior Lenders described in Schedule 1 thereto as lenders under the Junior Facility Agreement |
| |
|
Schedule IX-2
Annex I
U.S. COUNSEL OPINION
| 1. |
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. |
| |
|
| 2. |
The Registration Statement became effective under the Act on June 8, 2015 (the “Effective Date”), and thereupon the offering of the Units 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; 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)); and to such counsel’s knowledge, no Issuer Free Writing Prospectus pursuant to Rule 433 was required to be filed pursuant to Rule 433(d). |
| |
|
| 3. |
Assuming that the Underwriting Agreement has been duly authorized and validly executed and delivered by each of the Partnership Parties, the Underwriting Agreement constitutes a legal, valid and binding obligation of the Partnership Parties. |
| |
|
| 4. |
To such counsel’s knowledge, there is no pending or threatened action, suit, proceeding or investigation before or by any United States Federal or New York State court or governmental agency or authority against any of the Partnership Parties of a character required to be disclosed in the Registration Statement, Pricing Prospectus or Final Prospectus which is not adequately disclosed as required. |
| |
|
| 5. |
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 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. |
| |
|
| 6. |
The Opinion of Cravath, Swaine & Moore LLP filed as Exhibit 8.1 to the Final Prospectus is confirmed and the Underwriter may rely upon such opinion. |
| |
|
| 7. |
To such counsel’s knowledge, there is no contract, indenture, mortgage, loan agreement, note, lease or other document of a character required to be described in the Registration Statement, Pricing Prospectus or Final Prospectus, or to be filed as an exhibit, which is not described or filed as required. |
| |
|
| 8. |
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” |
Annex I-1
| |
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 Underwriter. |
| |
|
| 9. |
To such counsel’s knowledge, other than as have been validly waived and as described in the Prospectus, there are no persons with registration rights or other similar rights to have any securities registered pursuant to the Registration Statement by the Partnership under the Act. |
| |
|
| 10. |
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 Units, the Partnership will not be an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. |
| |
|
| 11. |
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. |
| |
|
| 12. |
The Common Units have been duly registered as a class pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. |
| |
|
| 13. |
Based on the countersigned New York Stock Exchange Supplemental Listing Application dated August [•], 2016, the Units have been duly authorized for listing, subject to official notice of issuance, on the New York Stock Exchange. |
| |
|
| 14. |
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. |
| |
|
| 15. |
The Partnership is a “foreign private issuer” as defined in Rule 405 under the Securities Act. |
| |
|
| 16. |
None of the execution, delivery and performance on the date hereof of the terms of the Underwriting Agreement nor the consummation on the date hereof 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 of any 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
Annex I-2
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 I-3
Annex II
MATTERS TO BE COVERED BY MARSHALL ISLANDS
COUNSEL OPINION
| (1) |
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. |
| |
|
| (2) |
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. |
| |
|
| (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. |
| |
|
| (4) |
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). |
| |
|
| (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). |
| |
|
| (6) |
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 |
Annex II-1
| |
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). |
| |
|
| (7) |
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). |
| |
|
| (8) |
To our knowledge, except as described in or incorporated by reference into the Underwriting Agreement, 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. |
| |
|
| (9) |
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 to perform its obligations thereunder and to consummate the transactions contemplated thereby. |
| |
|
| (10) |
The execution and delivery of the Underwriting Agreement by the MI Entities has been duly authorized by all necessary limited partnership or limited liability company action, as applicable, of the relevant MI Entities. |
| |
|
| (11) |
The Underwriting Agreement has been validly executed and delivered by each of the MI Entities and the Underwriting Agreement is enforceable against each of the MI Entities 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. |
| |
|
| (12) |
The execution, delivery and performance of the Underwriting Agreement by each of the MI Entities 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 |
Annex II-2
| |
authority in the Republic of The Marshall Islands to which such MI Entity is a party. |
| |
|
| (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, the consummation of the transactions contemplated thereby or the performance by the MI Entities of their respective obligations thereunder. |
| |
|
| (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. |
| |
|
| (15) |
When the Units are issued against payment therefor in accordance with the terms and conditions of the Underwriting Agreement, the Partnership Agreement and the Prospectus, the Units 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). |
| |
|
| (16) |
The Incentive Distribution Rights and the Subordinated Units are 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 LP Act); and to our knowledge, GasLog owns such Subordinated Units and 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). |
| |
|
| (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. |
| |
|
| (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. |
Annex II-3
| (19) |
So long as none of the Units are owned directly or indirectly by the Republic of The Marshall Islands or any other sovereign state, 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. |
| |
|
| (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. |
| |
|
| (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. |
| |
|
| (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: |
| |
|
| |
(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; |
| |
|
|
| |
(e) |
it has been obtained by fraud; |
| |
|
|
| |
(f) |
it sustains a claim founded on a breach of any law in force in the Republic of the Marshall Islands; or |
| |
|
|
| |
(g) |
it has been obtained by default where the relevant MI Entity was not represented. |
Annex II-4
Annex III
MATTERS TO BE COVERED BY BERMUDA COUNSEL
OPINION
| 1. |
Each of the Company, GAS-three Ltd., GAS-four Ltd., GAS-five 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-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. |
| |
|
| 2. |
Each of the Company, GAS-three Ltd., GAS-four Ltd., GAS-five 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 enter into and 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 Underwriter 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 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. |
The Company 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 itself or its properties. |
Annex III-1
| 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 $603 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 III-2
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 Documents 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. |
Annex III-3
