EXHIBIT 4.14


 


Dated          2016


 


Guarantor

GASLOG PARTNERS LP

Mortgagee

DNB BANK ASA, LONDON BRANCH


 


 






CORPORATE GUARANTEE


 






    	 



    	



    

Contents


 


	Clause		Page
	 	 	 
	1	Definitions and Interpretation	1
	 	 	 
	2	Guarantee	1
	 	 	 
	3	Perfection and protection of Guarantee	2
	 	 	 
	4	Limited Recourse	2
	 	 	 
	5	Guarantee protections	3
	 	 	 
	6	Financial covenants	5
	 	 	 
	7	Benefit of Deed	8
	 	 	 
	8	Governing law and enforcement	8
	 	 	 
	Schedule 1 Guarantor Information	10
	 	 	 
	Schedule 2 Form of Compliance Certificate	12




    	 



    	



    

THIS DEED is dated                         2016
and made between:


 


	(1)	 	GASLOG
                                         PARTNERS LP (as described in more detail in Schedule 1) (the Guarantor); and



 


	(2)	 	DNB
                                         BANK ASA, LONDON BRANCH acting in its capacity as agent and as trustee for the Finance
                                         Parties (the Mortgagee).



 


IT IS AGREED as follows:


 


		1	Definitions
                                         and Interpretation



 


	1.1	 	Terms
                                         defined in the Facility Agreement have, unless defined differently in this Deed, the
                                         same meaning when used in this Deed. In addition, in this Deed:



 


Facility Agreement means
the agreement described in Schedule 1 as it may from time to time be amended, restated, novated or replaced (however fundamentally,
including by an increase of any size in any facility made available under it, the alteration of the nature, purpose or period
of any such facility or the change of its parties).


 


Secured Obligations means
the indebtedness and obligations undertaken to be paid or discharged by the Obligors under the Finance Documents.


 


	1.2	 	Clauses
                                         1.2 (Construction), 1.3 (Third party rights) and 1.4 (Finance Documents)
                                         of the Facility Agreement and any other provision of the Facility Agreement which,
                                         by its terms, purports to apply to all of the Finance Documents and/or any Obligor shall
                                         apply to this Deed as if set out in it but with all necessary changes and as if references
                                         in the provision to Finance Documents referred to this Deed. For the avoidance of doubt,
                                         by virtue of clause 1.4 (Finance Documents) of the Facility Agreement, the Guarantor
                                         confirms that the representations and warranties concerning the Guarantor and/or this
                                         Deed made or deemed repeated under the Facility Agreement are true and correct.



 


	1.3	 	The
                                         Guarantor confirms it has read and agrees to the terms of the Facility Agreement.



 


		2	Guarantee



 


	2.1	 	The
                                         Guarantor irrevocably and unconditionally (subject always to Clause 4 hereof):



 


		(a)	guarantees
                                         to the Mortgagee that it shall, on demand by the Mortgagee, immediately pay or otherwise
                                         discharge the Secured Obligations of each other Obligor;



 


		(b)	undertakes
                                         with the Mortgagee that whenever another Obligor does not pay or discharge any of the
                                         Secured Obligations when they become due for payment or discharge, it shall immediately
                                         on (first) demand do so itself, as if it was the principal obligor; and



 


		(c)	agrees
                                         on demand to immediately indemnify the Mortgagee against any cost, loss or liability
                                         suffered by the Mortgagee if any obligation guaranteed by it is or becomes unenforceable,
                                         invalid, void or illegal for any reason and the amount of the cost, loss or liability
                                         shall be equal to the amount which the Mortgagee would otherwise have been entitled to
                                         recover.




    	 



    	



    

	2.2	 	Nothing
                                         in clause 2.1 shall be construed as constituting a guarantee by any Obligor of its own
                                         obligations.



 


	2.3	 	The
                                         undertakings of the Guarantor under this clause 2 and the other provisions of this Deed
                                         are given to the Mortgagee as agent and trustee for the Finance Parties.



 


	2.4	 	The
                                         independent guarantee under this clause 2 is given with the benefit of clause 4 (Guarantee
                                         protections) and the other provisions of this Deed.



 


		3	Perfection
                                         and protection of Guarantee



 


Without prejudice to clause
19.9 (Further assurance) of the Facility Agreement the Guarantor shall, as soon as reasonably practicable, execute all
such documents (including notices), deposit all such documents and do all such things as the Mortgagee may reasonably require
in order to facilitate the enforcement of this Deed or the exercise of any rights held by the Mortgagee under this Deed.


 


		4	Limited
                                         Recourse



 


	4.1	 	The
                                         Mortgagee (acting on behalf of the Finance Parties) hereby agrees that the liability
                                         of the Guarantor under this Deed shall be limited in the manner and subject to the terms
                                         and conditions set out in this clause 4.



 


	4.2	 	The
                                         Mortgagee acknowledges and agrees that the Guarantor shall not under any circumstances
                                         be liable to pay any amount under or in respect of this Deed in excess of:



 


		4.2.1	(prior
                                         to the satisfaction of all conditions to Drop Down 1 in accordance with clause 19.6.3
                                         (Change of business or ownership) of the Facility Agreement and to the occurrence
                                         of Drop Down 1) the aggregate of:



 


		(a)	the
                                         outstanding amount of Advance B, Advance C and Advance D and all accrued interest thereon;
                                         and



 


		(b)	such
                                         proportion of any other amounts in respect of the Secured Obligations (other than amounts
                                         of principal and interest in respect of the Loan) then due and payable by the Obligors,
                                         as the Agent in its sole discretion determines shall be payable by Borrower B, Borrower
                                         C and Borrower D disapplying, for this purpose, clause 2.3 (Borrowers’ rights
                                         and obligations) of the Facility Agreement; or



 


		4.2.2	(following
                                         Drop Down 1, but prior to the satisfaction of all conditions to Drop Down 2 in accordance
                                         with clause 19.6.3 (Change of business or ownership) of the Facility Agreement
                                         and to the occurrence of Drop Down 2) the aggregate of:



 


		(a)	all
                                         amounts payable in respect of Advance B, Advance C and Advance D pursuant to clause 4.2.1(a)
                                         and (b) above; and



 


		(b)	the
                                         outstanding amount of the Advance relative to whichever of Borrower A or Borrower E which,
                                         following Drop Down 1, has become a wholly-owned subsidiary of the Guarantor or GPHL
                                         and all accrued interest thereon; and



 


		(c)	such
                                         proportion of any other amounts in respect of the Secured Obligations (other




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	 		than amounts of principal and interest in respect of the Loan) then due and payable by
the Obligors, as the Agent in its sole discretion determines is payable by that Borrower.



 


For the avoidance of doubt,
the Guarantor’s liability under this Deed shall not be reduced as a result of a Reverse Drop Down.


 


	4.3	 	The
                                         Guarantor agrees that following service of a notice on the Borrowers from the Agent under
                                         clause 27.23 (Acceleration) of the Facility Agreement, the Security Agent shall be entitled
                                         in its sole discretion to determine the quantum of the Guarantor’s liability in
                                         accordance with clause 4.2 and the Security Agent shall only be required to reduce the
                                         Guarantor’s liability under such clause by proceeds received by the Security Agent
                                         relating to the realisation of assets of the Borrower or Borrowers to which the relevant
                                         Advance or Advances referenced under clause 4.2 specifically relate (and only then if
                                         the Security Agent is satisfied that the Finance Parties shall be entitled to retain
                                         such proceeds).



 


	4.4	 	Following
                                         the satisfaction of all conditions to Drop Down 2 in accordance with clause 19.6.3 (Change
                                         of business or ownership) of the Facility Agreement and the occurrence of Drop Down
                                         2 or if all the Borrowers become Subsidiaries of the Guarantor otherwise than by a Drop
                                         Down, this clause 4 shall cease to have effect and this Deed shall be read and construed
                                         as if this clause 4 is no longer a term of this Deed such that the Guarantor’s
                                         obligations under this Deed and shall extend to the whole of the Secured Obligations.



 


		5	Guarantee
                                         protections



 


	5.1	 	This
                                         Deed and the obligations of the Guarantor under this Deed are a continuing and independent
                                         guarantee and shall, subject to clause 4, extend to the ultimate balance owing in respect
                                         of the Secured Obligations, regardless of any intermediate payment or discharge in whole
                                         or in part.



 


	5.2	 	If
                                         any payment by an Obligor or any discharge given by a Finance Party (whether in respect
                                         of the Secured Obligations or any security for them or otherwise) is avoided or reduced
                                         as a result of insolvency or any similar event:



 


		(a)	the
                                         liability of the Guarantor under this Deed shall continue as if the payment, release,
                                         avoidance or reduction had not occurred; and



 


		(b)	the
                                         Mortgagee shall be entitled to recover the value or amount of that security or payment
                                         from the Guarantor, as if the payment, discharge, avoidance or reduction had not occurred.



 


	5.3	 	The
                                         obligations of the Guarantor under this Deed shall not be affected by any act, omission,
                                         matter or thing which, but for this clause, would reduce, release or prejudice any of
                                         its obligations under this Deed (without limitation and whether or not known to it or
                                         to the Mortgagee or any other Finance Party) including:



 


		(a)	any
                                         time, waiver or consent granted to, or composition with, any Obligor or any other person;



 


		(b)	the
                                         release of any other Obligor or any other person under the terms of any composition or
                                         arrangement with any creditor of any other Obligor;




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		(c)	the
                                         taking, variation, compromise, exchange, renewal or release of, or refusal or neglect
                                         to perfect, take up or enforce, any rights against, or security over assets of, any Obligor
                                         or other person or any non-presentation or non-observance of any formality or other requirement
                                         in respect of any instrument or any failure to realise the full value of any security;



 


		(d)	any
                                         incapacity or lack of power, authority or legal personality of, or dissolution or change
                                         in the members or status of, any Obligor or any other person;



 


		(e)	any
                                         amendment, novation, supplement, extension, restatement (however fundamental and whether
                                         or not more onerous) or replacement of any Finance Document or any other document or
                                         security;



 


		(f)	any
                                         unenforceability, illegality or invalidity of any obligation of any person under any
                                         Finance Document or any other document or security; or



 


		(g)	any
                                         insolvency or similar proceedings.



 


	5.4	 	The
                                         Guarantor waives any right it may have of first requiring the Mortgagee or any other
                                         Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any
                                         other rights or security or claim payment from any person before claiming from the Guarantor
                                         under this Deed. This waiver applies irrespective of any law or any provision of a Finance
                                         Document to the contrary.



 


	5.5	 	Until
                                         the Secured Obligations have been irrevocably and unconditionally discharged in full,
                                         the Mortgagee and each other Finance Party (or any trustee or agent on its behalf) may:



 


		(a)	refrain
                                         from applying or enforcing any other money, security or rights held or received by it
                                         (or any trustee or agent on its behalf) in respect of the Secured Obligations, or apply
                                         and enforce the same in the manner and order it thinks fit (whether against those amounts
                                         or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and



 


		(b)	hold
                                         in an interest-bearing suspense account any money received from the Guarantor or on account
                                         of its liability under this Deed.



 


	5.6	 	Until
                                         all the Secured Obligations have irrevocably and unconditionally been paid in full and
                                         unless the Mortgagee otherwise directs, the Guarantor shall not exercise any rights (including
                                         rights of set-off) which it may have by reason of performance by it of its obligations
                                         under the Finance Documents:



 


		(a)	to
                                         be indemnified or reimbursed by another Obligor;



 


		(b)	to
                                         claim any contribution from any other guarantor of any Obligor’s obligations under
                                         the Finance Documents; or



 


		(c)	to
                                         take the benefit (in whole or in part and whether by way of subrogation or otherwise)
                                         of any rights of the Finance Parties under the Finance Documents or of any other guarantee
                                         or security taken pursuant to, or in connection with, the Finance Documents by any Finance
                                         Party.




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If the Guarantor receives any
benefit, payment or distribution in relation to such rights it will promptly pay an equal amount to the Mortgagee for application
in accordance with clause 33 (Payment mechanics) of the Facility Agreement. This only applies until all amounts which may
be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full.


 


	5.7	 	Until
                                         all the Secured Obligations have irrevocably and unconditionally been paid in full and
                                         unless the Mortgagee otherwise directs, the Guarantor shall be entitled to declare and
                                         pay dividends or other distributions or payments (whether in cash or in specie), including
                                         any interest and/or unpaid dividends, to its partners, unitholders or holders of “Incentive
                                         Distribution Rights” (as such terms are used in the Amended and Restated Agreement
                                         of Limited Partnership of the Guarantor), in respect of its equity or any other share
                                         capital or warrants for the time being in issue, provided that (a) no Event of Default
                                         shall have occurred at the time of declaration or payment of such dividend, distribution
                                         or payment nor would occur as a result of the declaration or payment of such dividend,
                                         distribution or payment and (b) that following payment of such dividend, distribution
                                         or payment the Guarantor holds (on a consolidated basis) Cash and Cash Equivalents of
                                         at least four per cent of Total Indebtedness (as defined in Clause 6.1 below).



 


	5.8	 	This
                                         Deed is in addition to and is not in any way prejudiced by any other guarantee or security
                                         now or subsequently held by any Finance Party.



 


	5.9	 	The
                                         obligations of the Guarantor herein contained shall be in addition to and independent
                                         of every other security which the Mortgagee may at any time hold in respect of any of
                                         the obligations of the Obligors or anyone thereof under the Finance Documents.



 


		6	Financial
                                         covenants



 


The undertakings in this clause
6 remain in force during the Facility Period.


 


	6.1	 	Financial
                                         definitions



 


In this clause 6:


 


Cash and Cash Equivalents
means cash in hand, deposits with banks which are repayable on demand, short term, highly liquid investments which are readily
convertible into known amounts of cash with original maturities of three months or less that are subject to an insignificant risk
of change in value but exclude (a) any cash that is specifically blocked and charged and (b) cash standing to the credit of any
blocked account and charged to the Mortgagee pursuant to any Finance Document.


 


Compliance Certificate means
the certificate substantially in the form set out in Schedule 2 to this Deed (Form of Compliance Certificate) or otherwise
approved.


 


Current Portion of Loans
means, the “Current Portion of Loans” as shown in the then most recent Financial Statements of the GasLog Group
and as calculated on the basis of the Year 2014 Financial Statements of the GasLog Group


 


Debt Service means,
for any financial period of the GasLog Group (such financial periods being on a rolling 12 month basis), the sum to be the aggregate
amount of:



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(i)scheduled amounts of
principal;


 


(ii)scheduled amounts of
Interest thereon (taking into account any applicable hedging contacts); and


 


(iii)all other amounts
in excess of $30,000,000 in aggregate which shall fall due and will be paid by the Guarantor and its Subsidiaries in such period
as non recurring fees or upfront fees, costs and expenses,


 


which are in respect of Total
Indebtedness, as shown in the then most recent Financial Statements relevant to such period;


 


EBITDA means, in respect
of any period, the consolidated profit on ordinary activities of the GasLog Group before taxation for such period:


 


		(a)	adjusted
                                         to exclude Interest Receivable and Interest Payable and other similar income or costs
                                         to the extent not already excluded;



 


		(b)	adjusted
                                         to exclude any gain or loss realised on the disposal of fixed assets (whether tangible
                                         or intangible);



 


		(c)	after
                                         adding back depreciation and amortisation charged which relates to such period;



 


		(d)	adjusted
                                         to exclude any exceptional or extraordinary costs or income; and



 


		(e)	after
                                         deducting any profit arising out of the release of any provisions against a liability
                                         or charge and adding back any provision relating to long term assets or contracts,



 


as shown in the then most recent
Financial Statements relevant to such period.


 


Financial Statements means
any of the Annual Financial Statements and Half-Yearly Financial Statements of the GasLog Group referred to and defined as such
in clause 18.1 (Financial Statements) of the Facility Agreement.


 


GasLog Group means the
Guarantor and its Subsidiaries for the time being and, for the purposes of this clause 6, any other entity required to be treated
as a subsidiary in its consolidated accounts in accordance with GAAP and/or any applicable law.


 


Interest means, in respect
of any specified Financial Indebtedness, all continuing regular or periodic costs, charges and expenses incurred in effecting,
servicing or maintaining such Financial Indebtedness including:


 


		(a)	gross
                                         interest, commitment fees, financing premia or other financial charges, discount and
                                         acceptance fees and administration and guarantee fees, fronting and ancillary facility
                                         fees payable or incurred on any form of such Financial Indebtedness; and



 


		(b)	arrangement
                                         fees or other up front fees.



 


Interest Payable means,
in respect of any period, the aggregate (calculated on a consolidated basis) of:



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		(a)	the
                                         amounts charged and posted (or estimated to be charged and posted) as a current accrual
                                         accrued during such period in respect of members of the GasLog Group by way of Interest
                                         on all Financial Indebtedness, but excluding any amount accruing as interest in-kind
                                         (and not as cash pay) to the extent capitalised as principal during such period; and



 


		(b)	net
                                         payments (positive or negative) in relation to interest rate or currency hedging arrangements
                                         in respect of Financial Indebtedness (after deducting net income in relation to such
                                         interest rate or currency hedging arrangements),



 


as shown in the then most recent
Financial Statements relevant to such period.


 


Interest Receivable means,
in respect of any period, the amount of Interest accrued on cash balances of the GasLog Group (including the amount of interest
accrued on the Accounts, to the extent that the account holder is entitled to receive such interest) during such period, as shown
in the then most recent Financial Statements relevant to such period.


 


Maximum Leverage means,
at any time, the figure calculated using the following formula:


 


Total Indebtedness


 


	Maximum Leverage =	Total
    Indebtedness
	Total Assets


 


Total Assets means,
the amount of total assets of the GasLog Group on a consolidated basis as determined in accordance with GAAP and shown in the
then most recent Financial Statements and calculated on the same basis as the Year 2014 Financial Statements of the GasLog Group.


 


Total Indebtedness means
the aggregate Financial Indebtedness (on a consolidated basis) of the GasLog Group as demonstrated by the Annual Financial Statements
and Half-Yearly Financial Statements of the GasLog Group delivered pursuant to clause 18.1 (Financial Statements) of the
Facility Agreement.


 


Year 2014 Financial Statements
of the GasLog Group means the Annual Financial Statements of the GasLog Group for the financial year ended 2014.


 


	6.2	 	Financial
                                         condition



 


The Guarantor shall ensure
that at all times:


 


		(a)	the
                                         ratio of EBITDA: Debt Service, on a trailing four quarter basis, shall be no less than
                                         1.10:1;



 


		(b)	Maximum
                                         Leverage shall not exceed 60%; and



 


		(c)	Cash
                                         and Cash Equivalents shall be at least the greater of (a) $15,000,000 and (b) three per
                                         cent of Total Indebtedness.



 


	6.3	 	Financial
                                         testing and provision and contents of Compliance Certificate




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		(a)	The
                                         Guarantor shall supply a Compliance Certificate to the Agent, with each set of audited
                                         consolidated Annual Financial Statements and unaudited Half-Yearly Financial Statements
                                         for the GasLog Group delivered by the Borrowers pursuant to clause 18.1.1 (Financial
                                         statements) of the Facility Agreement.



 


		(b)	Each
                                         Compliance Certificate shall set out (in reasonable detail) computations as to compliance
                                         with this clause 5 and provide the most recent annual valuations of all the vessels owned
                                         by the GasLog Group.



 


		(c)	Each
                                         Compliance Certificate shall be signed by the Chief Financial Officer of the Guarantor
                                         or, in his absence, by two directors of the Guarantor.



 


		(d)	The
                                         financial covenants set out in clause 6.2 (Financial condition) shall be calculated
                                         in accordance with GAAP on a consolidated basis and tested upon receipt of the Annual
                                         Financial Statements and Half-Yearly Financial Statements of the GasLog Group by reference
                                         to each Compliance Certificate delivered pursuant to clause 6.3(a).



 


		7	Benefit
                                         of Deed



 


The Mortgagee may assign its
rights under this Deed to any person appointed as Security Agent under the Facility Agreement. It is intended that this document
takes effect as a deed even though the Mortgagee may only execute it under hand.


 


		8	Governing
                                         law and enforcement



 


	8.1	 	This
                                         Deed and any non-contractual obligations connected with it are governed by English law.



 


	8.2	 	The
                                         courts of England have exclusive jurisdiction to settle any dispute arising out of or
                                         in connection with this Deed or any non-contractual obligations connected with it (including
                                         a dispute regarding the existence, validity or termination of this Deed) (a Dispute).



 


	8.3	 	The
                                         parties agree that the courts of England are the most appropriate and convenient courts
                                         to settle Disputes and, accordingly, that they shall not argue to the contrary.



 


	8.4	 	Clauses
                                         8.2 and 8.3 are for the benefit of the Mortgagee only. As a result, the Mortgagee shall
                                         not be prevented from taking proceedings relating to a Dispute in any other courts with
                                         jurisdiction. To the extent allowed by law, the Mortgagee may take concurrent proceedings
                                         in any number of jurisdictions.



 


	8.5	 	Without
                                         prejudice to any other mode of service allowed under any relevant law, the Guarantor:



 


		(a)	irrevocably
                                         appoints the person named in Schedule 1 as its agent for service of process in relation
                                         to any proceedings before the English courts in connection with this Deed;



 


		(b)	agrees
                                         that failure by the process agent to notify the Guarantor of the process shall not invalidate
                                         the proceedings concerned; and




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		(c)	if
                                         any person appointed as process agent for the Guarantor is unable for any reason to act
                                         as agent for service of process, the Guarantor must immediately (and in any event within
                                         ten days of such event taking place) appoint another agent on terms acceptable to the
                                         Mortgagee. Failing this, the Mortgagee may appoint another agent for this purpose.



 


This Deed has been executed as a deed,
and it has been delivered on the date stated at the beginning of this Deed.



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Schedule 1


 


Guarantor Information


 


Guarantor


 


	Name:	GasLog Partners LP
	 	 
	Country of formation:	Marshall Islands
	 	 
	Registered number:	950063
	 	 
	Registered office:	Trust Company Complex

    Ajeltake Road

    Ajeltake Island

    Majuro

    MH96960 Marshall Islands


 


Process Agent


 


	Name:	GasLog Services UK Ltd.
	 	 
	Registered Office:	81 Kings Road, London SW3 4NX, United Kingdom


 


Address for service of notices


 


	Address:	c/o GasLog Monaco SAM

    Gildo Pastor Center,

    7 rue du Gabian

    MC 98000

    Monaco
	 	 
	Fax:	+37797975124
	 	 
	Attention:	Simon Crowe


 


Facility Agreement


 


	Description:	Term Loan Facility Agreement
	 	 
	Date:	2016 
	 	 
	Amount of facility:	Up to [$396,500,000][$180,000,000]
	 	 
	Parties:	 


 

	(a)	Borrowers:	GAS-eighteen Ltd., GAS-nineteen Ltd., GAS-twenty Ltd., GAS-twenty
    one Ltd. and GAS-twenty seven Ltd.
	 	 	 
	(b)	Arrangers:	ABN AMRO BANK N.V., DNB (UK) LTD. and DVB Bank America N.V.




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	(c)	Original Lenders:	The banks and other financial institutions whose names and addresses
    are set out in Schedule 1 to the Facility Agreement
	 	 	 
	(d)	Bookrunners:	ABN AMRO BANK N.V. and DNB (UK) LTD.
	 	 	 
	(e)	Agent:	DNB Bank ASA, London Branch as agent for the Finance Parties from time to
    time
	 	 	 
	(f)	Security Agent:	DNB Bank ASA, London Branch as security agent for the Finance Parties from
    time to time




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Schedule 2


 


Form of Compliance Certificate


 


	To:	DNB Bank ASA, London Branch
	 	 
	From:	GasLog Partners LP
	 	 
	Dated:	[·]


 


Dear Sirs


 


Corporate Guarantee dated [·]
2016 (the Guarantee) issued in connection with

a [$396,500,000][$180,000,000] Facility Agreement dated [·] 2016


 


		1	We
                                         refer to the Guarantee. This is a Compliance Certificate. Terms defined in the Guarantee
                                         have the same meaning when used in this Compliance Certificate unless given a different
                                         meaning in this Compliance Certificate.



 


		2	We
                                         confirm that by reference to the [Half-Yearly][Annual] Financial Statements for the GasLog
                                         Group for the financial period ending on [·]
                                         attached hereto:



 


		(a)	the
                                         ratio of EBITDA: Debt Service has been [·]
                                         calculated on a four quarter trailing basis (being $[·]
                                         EBITDA and $[·] Debt Service) [Requirement
                                         being that the ratio of EBITDA to Debt Service is not less than 1.10:1 in each 6 month
                                         period.];



 


		(b)	the
                                         Maximum Leverage is [·]% (being $[·]
                                         Total Indebtedness divided by $[·] Total
                                         Assets). [Requirement being that the Maximum Leverage shall not exceed 60%]; and



 


		(c)	our
                                         Cash and Cash Equivalents is $[·] (which
                                         represents [·]% of Total Indebtedness and
                                         more than $15,000,000). [Requirement that Cash and Cash Equivalents is, at all times,
                                         not less than the greater of (i) $15,000,000 and (ii) three per cent of Total Indebtedness.].



 


		3	We
                                         confirm that no Event of Default is continuing. [If this statement cannot be made, the
                                         certificate should identify any Event of Default that is continuing and the steps, if
                                         any, being taken to remedy it.]



 


Signed by:


 


 



 


Chief Financial Officer

For and on behalf of

GasLog Partners LP



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SIGNATORIES


 


The Guarantor


 





	EXECUTED and DELIVERED as a DEED	)	 
	by	)	 
	for and on behalf of	)	 
	GASLOG PARTNERS LP	)	 
	pursuant to a power of attorney dated	)	 
	in the presence of:	)	Attorney-in-Fact



 


 



 


Witness


 


Name:


 


Address:


 


Occupation:


 


The Mortgagee


 


	Signed by	)	 
	DNB BANK ASA, LONDON BRANCH	)	 
	 	 	 
	 	 
	 	By: