EXHIBIT 4.16


 


Private & Confidential  


 


	 	Dated         14
May 2014	 



 


Guarantor

GASLOG LTD.


 


Mortgagee

CITIBANK, N.A., LONDON BRANCH


 




	 	CORPORATE GUARANTEE	 


 






    	ATH-#4164581-v2



    	



    



Contents


 


	Clause	 	Page
	 	 	 
	1	Definitions and interpretation	1
	 	 	 
	2	Guarantee	1
	 	 	 
	3	Perfection and protection of Guarantee	2
	 	 	 
	4	Guarantee protections	2
	 	 	 
	5	Financial covenants	4
	 	 	 
	6	Negative Covenants	7
	 	 	 
	7	Benefit of Deed	7
	 	 	 
	8	Governing law and enforcement	7
	 	 	 
	Schedule 1 Guarantor Information	9
	 	 
	Schedule 2 Form of Compliance Certificate	10




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THIS DEED is dated 14 May 2014
and made between:


 


	 	(1)	 	GASLOG LTD. (as described in more detail in Schedule 1) (the Guarantor); and
	 	 	 	 
	 	(2)	 	CITIBANK, N.A., LONDON BRANCH acting in its capacity as security agent and as trustee for
the Finance Parties (the Mortgagee).



 





IT IS AGREED as follows:



 


	1	 	Definitions and
                                              interpretation
	 	 	 
	1.1	 	Terms defined in the Facility Agreement have, unless defined differently in this Deed, the same
meaning when used in this Deed. In addition, in this Deed:
	 	 	 
	 	 	Facility Agreement means
the agreement described in Schedule 1 as it may from time to time be amended, restated, novated or replaced (however fundamentally,
including by an increase of any size in any facility made available under it, the alteration of the nature, purpose or period of
any such facility or the change of its parties).
	 	 	 
	 	 	Secured Obligations means
the indebtedness and obligations undertaken to be paid or discharged by the Obligors under the Finance Documents.
	 	 	 
	1.2	 	Clauses 1.2 (Construction), 1.3 (Third party rights) and 1.4 (Finance Documents)
of the Facility Agreement and any other provision of the Facility Agreement which, by its terms, purports to apply to all of the
Finance Documents and/or any Obligor shall apply to this Deed as if set out in it but with all necessary changes and as if references
in the provision to Finance Documents referred to this Deed. For the avoidance of doubt, by virtue of clause 1.4 of the Facility
Agreement (Finance Documents), the Guarantor confirms that the representations and warranties and undertakings concerning
the Guarantor and/or this Deed made or deemed repeated under the Facility Agreement are true and correct.
	 	 	 
	1.3	 	The Guarantor confirms it has read and agrees the terms of the Facility Agreement.
	 	 	 
	2	 	Guarantee
	 	 	 
	2.1	 	The Guarantor irrevocably and unconditionally:


 

		 	 	(a)	guarantees to the Mortgagee that it shall, on demand by the Mortgagee, pay or otherwise discharge
the Secured Obligations of each other Obligor;
	 	 	 	 	 
		 	 	(b)	undertakes with the Mortgagee that whenever another Obligor does not pay or discharge any of the
Secured Obligations when they become due for payment or discharge, it shall immediately on demand do so itself, as if it was the
principal obligor; and
	 	 	 	 	 
		 	 	(c)	agrees that it will, as an independent and primary obligation, indemnify the Mortgagee immediately
on demand against any cost, loss or liability it incurs (i) if any obligation guaranteed by it is or becomes unenforceable, invalid
or illegal where such cost, loss or liability arises as a result of the Borrowers not paying any amount which would, but for such
unenforceability, invalidity or illegality have been payable by them under any Finance Document on the date when it would have
been due, or (ii) if as a result (directly or indirectly) of the introduction of or any change in (or the interpretation, administration
or application of) any law or regulation, or compliance with any law, regulation or administrative procedure made after entry into
this Deed (a Change in Law), there is a change in the currency, the value of the currency or the timing, place or manner
in which any obligation guaranteed by the Guarantor is payable.





    	

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	 	The amount payable by the Guarantor under this indemnity:
	 	 	 
		(A)	in respect of paragraph (i) above, shall be the amount it would have had to pay under this clause
2 if the amount claimed had been recoverable on the basis of a guarantee but for any relevant unenforceability, invalidity or illegality,
and
	 	 	 
		(B)	in respect of paragraph (ii) above, shall include (1) the difference between (x) the amount (if
any) received by the Mortgagee and the other Finance Parties from the Borrowers and (y) the amount that the Borrowers were obliged
to pay under the original express terms of the Finance Documents in the currency specified in the Finance Documents, disregarding
any Change in Law (the Original Currency), and (2) all further costs, losses and liabilities suffered or incurred by the
Mortgagee and the other Finance Parties as a result of a Change in Law.
	 	 	 
	 	For the purposes of (1)(x) above, if payment was not received by the Mortgagee or the other Finance Parties in the Original Currency, the amount received by the Mortgagee and the other Finance Parties shall be deemed to be that payment’s equivalent in the Original Currency converted, actually or notionally at the Mortgagee’s discretion, on the day of receipt at the then prevailing spot rate of exchange of the Mortgagee or if, in the Mortgagee’s opinion, it could not reasonably or properly have made a conversion on the day of receipt of the equivalent of that payment in the Original Currency, that payment’s equivalent as soon as the Mortgagee could, in its opinion, reasonably and properly have made a conversion of the Original Currency with the currency of payment.
	 	 
	 	If the Original Currency no longer
exists, the Guarantor shall make such payment in such currency as is, in the reasonable opinion of the Mortgagee, required, after
taking into account any payments by the Borrowers, to place the Mortgagee and the other Finance Parties in a position reasonably
comparable to that it would have been in had the Original Currency continued to exist.



 


	2.2	 	Nothing in clause 2.1 shall be construed as constituting a guarantee by any Obligor of its own
obligations.
	 	 	 
	2.3	 	The undertakings of the Guarantor under this clause 2 and the other provisions of this Deed are
given to the Mortgagee as security agent and trustee for the Finance Parties.
	 	 	 
	2.4	 	The guarantee is given with the benefit of clause 4 (Guarantee protections) and the other
provisions of this Deed.


 

	3	 	Perfection and protection of Guarantee



 


Without prejudice to clause 19.8
of the Facility Agreement (Further assurance) the Guarantor shall, as soon as reasonably practicable, deposit all such documents
and do all such things as the Mortgagee may reasonably require in order to facilitate the enforcement of this Deed or the exercise
of any rights held by the Mortgagee under this Deed.


 


	4	 	Guarantee protections


 

	4.1	 	This Deed and the obligations of the Guarantor under this Deed are a continuing guarantee and shall
extend to the ultimate balance owing in respect of the Secured Obligations, regardless of any intermediate payment or discharge
in whole or in part.
	 	 	 
	4.2	 	If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the
Secured Obligations or any security for them or otherwise) is avoided or reduced as a result of insolvency or any similar event:


 

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





    	

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



 

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


 

		 	 	(a)	any time, waiver or consent granted to, or composition with, any Obligor or any other person;
	 	 	 	 	 
		 	 	(b)	the release of any other Obligor or any other person under the terms of any composition or arrangement
with any creditor of any other Obligor;
	 	 	 	 	 
		 	 	(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect,
take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance
of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
	 	 	 	 	 
		 	 	(d)	any incapacity or lack of power, authority or legal personality of, or dissolution or change in
the members or status of, any Obligor or any other person;
	 	 	 	 	 
		 	 	(e)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or
not more onerous) or replacement of any Finance Document or any other document or security;
	 	 	 	 	 
		 	 	(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance
Document or any other document or security; or
	 	 	 	 	 
		 	 	(g)	any insolvency or similar proceedings.


 

	4.4	 	The Guarantor waives any right it may have of first requiring the Mortgagee or any other Finance
Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from
any person before claiming from the Guarantor under this Deed. This waiver applies irrespective of any law or any provision of
a Finance Document to the contrary.
	 	 	 
	4.5	 	Until the Secured Obligations have been irrevocably and unconditionally discharged in full, the
Mortgagee and each other Finance Party (or any trustee or agent on its behalf) may:


 

		 	 	(a)	refrain from applying or enforcing any other money, security or rights held or received by it (or
any trustee or agent on its behalf) in respect of the Secured Obligations, or apply and enforce the same in the manner and order
it thinks fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same;
and
	 	 	 	 	 
		 	 	(b)	hold in an interest-bearing suspense account any money received from the Guarantor or on account
of its liability under this Deed.


 


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


 

		 	 	(a)	to be indemnified or reimbursed by another Obligor;
	 	 	 	 	 
		 	 	(b)	to claim any contribution from any other guarantor of any Obligor’s obligations under the
Finance Documents; or





    	

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		 	 	(c)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any
rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection
with, the Finance Documents by any Finance Party.
	 	 	 	 	 
	 	 	If the Guarantor receives any benefit, payment or distribution in relation to such rights it will promptly pay an equal amount to the Mortgagee for application in accordance with clause 30.24 (Order of Application) of the Facility Agreement. This only applies until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full.



 


	4.7	 	Until all the Secured Obligations have irrevocably and unconditionally been paid in full and unless
the Mortgagee otherwise directs, the Guarantor shall be entitled to declare and pay dividends or other distributions or payments
(whether in cash or in specie), including any interest and/or unpaid dividends, to its shareholders, in respect of its equity or
any other share capital or warrants for the time being in issue, provided that (a) no Default shall have occurred at the time of
declaration or payment of such dividend, distribution or payment nor would occur as a result of the declaration or payment of such
dividend, distribution or payment and (b) that following payment of such dividend, distribution or payment the Guarantor holds
(on a consolidated basis) Cash and Cash Equivalents of at least four per cent. of Total Indebtedness.


 

	4.8	 	This Deed is in addition to and is not in any way prejudiced by any other guarantee or security
now or subsequently held by any Finance Party.
	 	 	 
	4.9	 	The Guarantor shall ensure that the shares in the equity share capital of the Guarantor shall be
and remain listed on an Approved Exchange.
	 	 	 
	4.10	 	The Guarantor shall not (without the prior written consent of the Mortgagee) issue shares or other
equity interests to anyone in a manner that causes or permits a Change of Control or an Event of Default under clause 27.21 (Legal
and beneficial ownership).
	 	 	 


 

	5	 	Financial covenants


 

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


 


	5.1	 	Financial definitions



 


In this clause 5:


 


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


 


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


 


Current Assets means “Current
Assets” of the GasLog Group calculated in the same manner as shown in the Year 2012 Financial Statements of the GasLog Group.


 


Current Liabilities means
the “Current Liabilities” of the GasLog Group calculated in the same manner as shown in the Year 2012 Financial Statements
of the GasLog Group.


 


Current Portion of Loans shall
have the meaning given to such term in the Year 2012 Financial Statements of the GasLog Group.




    	

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Debt Service means, for
any financial period of the GasLog Group, the sum to be the aggregate amount of principal, interest thereon and all other amounts
which shall fall due and will be paid by the Guarantor and its Subsidiaries in such period in respect of Total Indebtedness;


 


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


 


		 	 	(a)	adjusted to exclude Interest Receivable and Interest Payable and other similar income or costs
to the extent not already excluded;
	 	 	 	 	 
		 	 	(b)	adjusted to exclude any gain or loss realised on the disposal of fixed assets (whether tangible
or intangible);
	 	 	 	 	 
		 	 	(c)	after adding back depreciation and amortisation charged which relates to such period;
	 	 	 	 	 
		 	 	(d)	adjusted to exclude any exceptional or extraordinary costs or income; and
	 	 	 	 	 
		 	 	(e)	after deducting any profit arising out of the release of any provisions against a liability or
charge and adding back any provision relating to long term assets or contracts.



 


GasLog Group means the
Guarantor and its Subsidiaries for the time being and, for the purposes of this clause 5, any other entity required to be treated
as a subsidiary in its consolidated accounts in accordance with GAAP and/or any applicable law.


 


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


 


		 	(a)	gross interest, commitment fees, discount and acceptance fees and guarantee, fronting and ancillary
facility fees payable or incurred on any form of such Financial Indebtedness; and
	 	 	 	 
		 	(b)	arrangement fees or other up front fees.



 


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


 


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



 


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


 


Market Adjusted Net Worth
means Total Market Adjusted Assets less Total Indebtedness.




    	

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Maximum Leverage means
the figure calculated using the following formula:


 


	Maximum Leverage =	Total Indebtedness
	Total Assets


 


Total Assets means the
amount of total assets of the GasLog Group on a consolidated basis as determined in accordance with GAAP and calculated in the
same manner as shown in the Year 2012 Financial Statements of the GasLog Group.


 


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


 


Total Market Adjusted Assets
means the Total Assets adjusted upwards or downwards, as the case may be, to reflect any difference between the book value of vessels
owned wholly or in part by the GasLog Group and mean valuations of such vessels provided to the Mortgagee in each Compliance Certificate
conducted by two independent valuers in accordance with the provisions of clause 24.6(a), (b) and (c) of the Facility Agreement
(Basis of valuation) as if such vessels were each the “Ship”.


 


Year 2012 Financial Statements
of the GasLog Group means the Annual Financial Statements of the GasLog Group for the financial year ended 2012.


 


	5.2	 	Financial condition



 


The Guarantor shall ensure that
at all times:


 


	 	 	 	(a)	it will procure that Market Adjusted Net Worth shall be not less than $350,000,000;
	 	 	 	 	 
	 	 	 	(b)	Current Assets shall be greater than or equal to Current Liabilities (excluding the Current Portion
of Loans);
	 	 	 	 	 
		 	 	(c)	in respect of any three month period, the ratio of EBITDA: Debt Service, on a trailing four quarter
basis, shall be no less than 1.10:1;
	 	 	 	 	 
		 	 	(d)	Maximum Leverage shall not exceed 75%; and
	 	 	 	 	 
		 	 	(e)	Cash and Cash Equivalents shall be at least the greater of (a) $20,000,000 and (b) three per cent
of Total Indebtedness.


 

	5.3	 	Amendments to the financial covenants


 

		 	 	(a)	The Guarantor shall comply with any and all financial covenants made or given by the Guarantor
in favour of persons to whom any Financial Indebtedness (whether actual or contingent) may have arisen after the date of this Guarantee,
which financial covenants shall, in addition to clause 5.2 (Financial condition), apply mutatis mutandis as if set
out in full herein.
	 	 	 	 	 
		 	 	(b)	The Guarantor shall notify the Agent from time to time promptly after the Guarantor makes or gives
such financial covenants to such persons.
	 	 	 	 	 
		 	 	(c)	At the request of the Agent (acting on the instructions of the Lenders), the Guarantor shall enter
into a supplemental agreement or amendments to this Deed to evidence any changes to this Deed pursuant to clause 5.3(a).





    	

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	5.4	 	Financial testing and provision and contents of Compliance Certificate


 

		 	 	(a)	The Guarantor shall supply a Compliance Certificate to the Agent, with each set of audited consolidated
Annual Financial Statements and unaudited Half-Yearly Financial Statements for the GasLog Group delivered by the Borrowers pursuant
to clause 18.1 of the Facility Agreement (Financial statements).
	 	 	 	 	 
		 	 	(b)	Each Compliance Certificate shall set out (in reasonable detail) computations as to compliance
with this clause 5 and provide the most recent annual valuations of all the vessels owned by the GasLog Group.
	 	 	 	 	 
		 	 	(c)	Each Compliance Certificate shall be signed by the Chief Financial Officer of the Guarantor.
	 	 	 	 	 
		 	 	(d)	The financial covenants set out in clause 5.2 (Financial condition) shall be calculated
in accordance with GAAP and tested upon receipt of the Annual Financial Statements and Half-Yearly Financial Statements of the
GasLog Group by reference to each Compliance Certificate delivered pursuant to clause 5.4(a).


 

	6	 	Negative Covenants
	 	 	 
	6.1	 	Negative Pledge



 


The Guarantor will not grant,
create, permit, cause or allow to exist, any Security Interest over any of the shares in any of the Borrowers.


 


	6.2	 	Dividends



 


The Guarantor shall not declare
or pay any dividends, unless (a) at the time of declaration and payment of such dividends, Cash and Cash Equivalents are at least
four per cent. of Total Indebtedness and (b) no Default has occurred at the time of declaration or payment of such dividends or
would occur as a result of the same.


 


	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 8.1 and 8.2 are for the benefit of the Mortgagee only. As a result, the Mortgagee shall
not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by
law, the Mortgagee may take concurrent proceedings in any number of jurisdictions.
	 	 	 
	8.5	 	Without prejudice to any other mode of service allowed under any relevant law, the Guarantor:





    	

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		 	 	(a)	irrevocably appoints the person named in Schedule 1 as its agent for service of process in relation
to any proceedings before the English courts in connection with this Deed;
	 	 	 	 	 
		 	 	(b)	agrees that failure by the process agent to notify the Guarantor of the process shall not invalidate
the proceedings concerned; and
	 	 	 	 	 
		 	 	(c)	if any person appointed as process agent for the Guarantor is unable for any reason to act as agent
for service of process, the Guarantor must immediately (and in any event within ten days of such event taking place) appoint another
agent on terms acceptable to the Mortgagee. Failing this, the Mortgagee may appoint another agent for this purpose.



 


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




    	

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Schedule 1

Guarantor Information


Guarantor 


 


	Name:	GasLog Ltd.
	 	 
	Country of incorporation:	Bermuda.
	 	 
	Registered number:	33928.
	 	 
	Registered office:	Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda.
	 	 




Process agent


 


	Name:	Unisea Maritime Ltd.
	 	 
	Registered office:	14 Headfort Place, London SW1X 7DH.
	 	 




Address for service of notices


 


	Address:	c/o GasLog Monaco SAM
	 	Gildo Pastor Center 7
	 	rue du Gabian
	 	MC98000
	 	Monaco.
	 	 
	Fax:	+377 97975124.
	 	 
	Attention:	Simon Crowe.




 


Facility Agreement


 


	Description:	Facility Agreement.
	 	 
	Date:	14 May 2014.
	 	 
	Amount of Facility:	Up to $325,500,000.




 


Parties:


 


	(a)	Borrowers:	 GAS-nineteen Ltd., GAS-twenty Ltd., GAS-twenty one Ltd.
	 	 
	(b)	Arranger:	 Citibank, N.A., London Branch
	 	 
	(c) 	Original Lenders:	The banks and other financial institutions set out as Lenders in Schedule 1 to the Facility Agreement.



 


	(d)	Bookrunner: 	Citibank, N.A., London Branch
	 	 	 
	(e)	Agent: 	Citibank International plc as agent for the other
	 	 	Finance Parties from time to time.
	 	 	  
	(f)	Security Agent: 	Citibank, N.A., London Branch as security agent for the other Finance Parties from time to time.






    	

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Schedule 2


 


Form of Compliance Certificate


 


	 	To:	 	CITIBANK, N.A., LONDON BRANCH
	 	 	 	 
	 	From: 	 	GasLog Ltd.
	 	 	 	 
	 	Dated:  	 	[·]
	 	 	 	 
	 	Dear Sirs	 



 


Corporate Guarantee dated [·]
May 2014 (the Guarantee) issued in connection with a $325,500,000 Facility Agreement dated [·]
May 2014


 


	1	 	We refer to the Guarantee. This is a Compliance Certificate. Terms defined in the Guarantee have
the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.
	 	 	 
	2	 	We confirm that by reference to the [Half-Yearly][Annual] Financial Statements for the GasLog Group
for the financial period ending on [·] attached hereto:


 

		 	(a)	our Market Adjusted Net Worth is $[·] (being $[·]
(Total Market Adjusted Assets) less $[·] (Total Indebtedness)) [[Requirement
being $350,000,000]];
	 	 	 	 
		 	(b)	our Current Assets (being $[·]) are [not] greater
than or equal to our Current Liabilities, (excluding Current Portion of Loans (being $[·]))
[Requirement being that Current Assets are greater than or equal to Current Liabilities at all times (excluding Current Portion
of Loans)];
	 	 	 	 
		 	(c)	the ratio of EBITDA: Debt Service has been [·] calculated
on a four quarter trailing basis (being $[•] EBITDA and $[•] Debt Service) [Requirement being that the ratio
of EBITDA to Debt Service is not less than 1.10:1 in each quarter.];
	 	 	 	 
		 	(d)	the Maximum Leverage is [·]% (being $[•] Total
Indebtedness divided by $[•] Total Assets). [Requirement being that the Maximum Leverage shall not exceed 75%];
and
	 	 	 	 
		 	(e)	our Cash and Cash Equivalents is $[·] (which represents
[•]% of Total Indebtedness and more than $20,000,000). [Requirement that Cash and Cash Equivalents is, at all times,
not less than the greater of (i) $20,000,000 and (ii) three per cent. of Total Indebtedness].


 

		3	In order to demonstrate our confirmations in paragraph 2, we attach:



 


	 	 	(a)	two valuations of all of the vessels owned wholly or in part by the GasLog Group from [·]
and [·], each being approved valuers referred to in clause 24.8 of the Facility
Agreement (Approval of  valuers) prepared in accordance with clause 24 of the Facility Agreement (Minimum security
value);
	 	 	 	 
		 	(b)	valuations of all other assets owned wholly or in part by the GasLog Group prepared in accordance
with clause 24.4 of the Facility Agreement (Valuations procedure); [and]





    	

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		 	(c)	reconciliations prepared by us as to the difference between the book value of the assets referred
to in 3(a) [(and (b))] and their market values as demonstrated by the valuations referred to in 3(a) [(and (b))]; and]
	 	 	 	 
		 	(d)	marked-to-market valuations of all Treasury Transactions entered into by a member of the GasLog
Group reconciled against the [Half-Yearly][Annual] Financial Statements.


 

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



 


 





	 	Signed by:	 
	 	 	 
	 	 	 
	 	Chief Financial Officer

For and on behalf of

GasLog Ltd.	 




    	

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SIGNATORIES


 


	 	The Guarantor	 	 	 
	 	 	 	 	 
	 	EXECUTED and DELIVERED as a DEED	 	 	 
	 	by Graham Westgarth	)	 	/S/ Graham Westgarth
	 	for and on behalf of	)	 	Under Power of Attorney dated 13th May 2014
	 	GASLOG LTD.	)	 	Director
	 	in the presence of:	)	 	 



 


	 	 Annick O’Brien	 	 	 
	 	Witness	 	 	 
	 	Name: Annick O’Brien	 	 	 
	 	Address: Gaslog Monaco	 	 	 
	 	Occupation: Legal Counsel	 	 	 


 



	 	The Mortgagee	 	 	 
	 	 	 	 	 
	 	Signed by 	)	 	 
	 	CITIBANK, N.A., LONDON BRANCH	)	 	 
	 	 	 	 	By:




    	

ATH-#4164581-v2	12	 



    	



    
SIGNATORIES


 


	 	The Guarantor	 	 	 
	 	 	 	 	 
	 	EXECUTED and DELIVERED as a DEED	 	 	 
	 	by 	)	 	 
	 	for and on behalf of	)	 	Director
	 	GASLOG LTD.	)	 	 
	 	in the presence of:	)	 	 



 


	 	 	 	 	 	 
	 	Witness	 	 	 
	 	Name: 	 	 	 
	 	Address: 	 	 	 
	 	Occupation: 	 	 	 


 



	 	The Mortgagee	 	 	 
	 	 	 	 	 
	 	Signed by Angela Benetazzo Vice President	)	 	 
	 	CITIBANK, N.A., LONDON BRANCH	)	 	/s/ Angela Benetazzo
	 	 	 	 	By:



    	

ATH-#4164581-v2	12