Exhibit 10.23


RESTRICTIVE COVENANT AGREEMENT


among 


GASLOG LTD.,


PETER G. LIVANOS


and


BLENHEIM HOLDINGS LTD.









	
  

 	
  

 
	
  

 	
           THIS
 RESTRICTIVE COVENANT AGREEMENT (this “Agreement”)
 is made on [     ], 2012,

 



                    BY
AND BETWEEN:


                    (1)
GASLOG LTD., a Bermuda exempted company (the “Company”); 


                    (2)
PETER G. LIVANOS, in his individual capacity (“P. Livanos”); and 


                    (3)
BLENHEIM HOLDINGS LTD., a Bermuda exempted company (“Blenheim” and,
together with P. Livanos, the “Livanos Entities”). 


                    WHEREAS,
the initial public offering of the Company’s Common Shares (as defined below)
will involve the sale of an ownership interest in the Company’s business and
its goodwill, and the Company wishes to protect such goodwill in order to
maximize the proceeds of the sale of its Common Shares in the offering; and 


                    WHEREAS,
the parties hereto agree and acknowledge that the Company’s goodwill can only
be protected by the Livanos Entities entering into the covenants set forth
below, and that the Livanos Entities will directly and/or indirectly benefit
from the Common Shares being priced and/or sold to reflect such goodwill; 


                    NOW,
THEREFORE, in consideration of the terms and conditions set forth below and
other good and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged), the parties hereto agree as follows: 


ARTICLE I


INTERPRETATION


	
  

 	
  

 
	
  

 	
           SECTION
 1.1. In this Agreement, unless the context otherwise requires: 

 
	
  

 	
  

 
	
  

 	
           (a)
 “Agreement” shall have the meaning set forth in the preamble. 

 
	
  

 	
  

 
	
  

 	
           (b)
 “Blenheim” shall have the meaning set forth in the preamble. 

 
	
  

 	
  

 
	
  

 	
           (c)
 “Board of Directors” means the board of directors of the Company as
 the same may be constituted from time to time. 

 
	
  

 	
  

 
	
  

 	
           (d)
 “Change in Control” means the Livanos Entities cease to beneficially
 own, in the aggregate, at least 38% of the issued and outstanding share
 capital of the Company. 

 
	
  

 	
  

 
	
  

 	
           (e)
 “Common Shares” means common shares, par value $0.01, of the Company. 

 


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           (f)
 “Company” shall have the meaning set forth in the preamble. 

 
	
  

 	
  

 
	
  

 	
           (g)
 “Competitive Activity” shall have the meaning set forth in Section
 3.1. 

 
	
  

 	
  

 
	
  

 	
           (h)
 “Effective Date” means the date of the closing of the initial public
 offering of the Company’s shares. 

 
	
  

 	
  

 
	
  

 	
           (i)
 “Livanos Entities” shall have the meaning set forth in the preamble. 

 
	
  

 	
  

 
	
  

 	
           (j)
 “LNG” means liquefied natural gas. 

 
	
  

 	
  

 
	
  

 	
           (k)
 “LNG Vessel” means any ocean-going vessel (including any newbuilding
 vessel under construction or on order to be constructed) that is intended to
 be used primarily to transport LNG. 

 
	
  

 	
  

 
	
  

 	
           (l)
 “Lock-Up Period” shall have the meaning set forth in Section 4.1. 

 
	
  

 	
  

 
	
  

 	
           (m)
 “Non-Competition Period” shall have the meaning set forth in Section
 3.1. 

 
	
  

 	
  

 
	
  

 	
           (n)
 “P. Livanos” shall have the meaning set forth in the preamble. 

 



                    SECTION
1.2. The headings of this Agreement are for ease of reference and do not limit
or otherwise affect the meaning hereof. 


                    SECTION
1.3. All the terms of this Agreement, whether or not so expressed, shall be
binding upon the parties hereto and their respective successors and assigns. 


                    SECTION
1.4. Unless the context otherwise requires, words in the singular include the
plural and vice versa. 


ARTICLE II


                    ACKNOWLEDGEMENT
AND REPRESENTATION 


                    SECTION
2.1. Each of P. Livanos and Blenheim hereby represents and warrants that as of
the date of this Agreement, (a) Blenheim is the record holder of
[     ] Common Shares, and after giving effect to the
Company’s initial public offering and concurrent private placement, such shares
represent [     ]% of the issued and outstanding share
capital of the Company, or [     ]% if the
underwriters’ option to purchase additional shares is exercised in full, and
(b) P. Livanos owns at least 77.5% of the issued and outstanding share capital
of Blenheim. 


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ARTICLE III


NON-COMPETITION


                    SECTION
3.1. During the period commencing on the Effective Date and ending when P.
Livanos ceases to beneficially own 20% or more of the issued and outstanding
share capital of the Company (such period, the “Non-Competition Period”),
subject to Section 3.2 hereof, P. Livanos shall be prohibited from directly or
indirectly owning, operating or managing LNG Vessels (each, a “Competitive
Activity”), other than pursuant to his involvement with the Company and its
subsidiaries. 


                    SECTION
3.2. Notwithstanding the foregoing, P. Livanos may engage in the following
activities: 


                    (a)
passive ownership of minority interests (i) in any business that is not
primarily engaged in a Competitive Activity or (ii) constituting less than 5%
of any publicly listed company; and 


                    (b)
non-passive participation in a business that acquires an interest in a
Competitive Activity; provided that as promptly as reasonably
practicable, either (i) the business enters into an agreement to dispose of the
Competitive Activity and such disposition is completed within a reasonable time
or (ii) P. Livanos’ participation is changed so as to satisfy the requirements
of Section 3.2(a). 


                    SECTION
3.3. For the avoidance of doubt, nothing in this Agreement shall be construed
to restrict the ability of any Livanos Entity to acquire, invest in, own,
operate, manage or charter any vessel other than LNG Vessels or to engage in
any activity that is not a Competitive Activity. In addition, this Article III
shall not apply to transactions by independent fund managers not acting under
the direction or control of a Livanos Entity. 


                    SECTION
3.4. In the event of an inadvertent violation of the terms of this Article III,
P. Livanos shall not be deemed not to be in breach of this Agreement if he
shall, as promptly as practicable, take such reasonable steps as are necessary
to remedy such inadvertent violation. 


ARTICLE IV


SUPPLEMENTAL SHARE LOCK-UP


                    SECTION
4.1. During the period commencing on the Effective Date and ending eighteen
months following the Effective Date (such period, the “Lock-Up Period”),
subject to Sections 4.2 and 4.3 hereof, the Livanos Entities shall not,
directly or indirectly, offer, sell, contract to sell, grant any option to
purchase, make any short sale or enter into any similar disposition of any
Common Shares that, as of the date of this Agreement, are owned by P. Livanos
or Blenheim. 


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                    SECTION
4.2. Notwithstanding the foregoing, the Livanos Entities may dispose of Common
Shares during the Lock-Up Period in the following circumstances: 


                    (a)
pursuant to any sale or transfer of Common Shares by Blenheim to its
shareholders (including any division of the ownership interests in Blenheim of
P. Livanos and members of the Radziwill family); provided that the
transferee or transferees agree in writing to be bound by the terms of this
Article IV; 


                    (b)
pursuant to any private sale of direct or indirect interests in the Common
Shares to a strategic investor in the Company; provided that the
strategic investor agrees in writing to be bound by the terms of this Article
IV; 


                    (c)
in connection with any sale or transfer that would result in a Change in
Control of the Company; provided that such Change in Control has been
approved by the Board of Directors; and 


                    (d)
in transactions relating to Common Shares acquired following the Effective
Date. 


                    SECTION
4.3. Notwithstanding anything in Section 4.1 to the contrary, the Lock-Up
Period shall terminate as to any person that ceases to beneficially own (or
does not beneficially own) 20% or more of the issued and outstanding share
capital of the Company. 


                    SECTION
4.4. During the Lock-Up Period, the Livanos Entities shall be prohibited from
exercising any rights they may have to require the Company to file a
registration statement pursuant to the Registration Rights Agreement entered
into on the Effective Date, without obtaining the prior consent of the Board of
Directors. 


                    SECTION
4.5. For the avoidance of doubt, nothing in this Agreement shall be construed
to modify, restrict or amend the terms of the lock-up agreement entered into on
the Effective Date by P. Livanos with Goldman, Sachs & Co. and Citigroup
Global Markets Inc. in connection with the initial public offering of the
Company’s shares, nor shall it be construed to modify, restrict or amend the
terms of any lock-up agreements the Livanos Entities may enter into in
connection with any subsequent securities offerings by the Company. 


ARTICLE V


NOTICES


                    SECTION
5.1. All notices, consents and other communications hereunder shall be in
writing, sent either by prepaid registered mail or facsimile, and will be
validly given if delivered to a party at its respective address set forth
below: 


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 GasLog Ltd.

 
	
  

 	
 c/o GasLog
 Monaco S.A.M.

 
	
  

 	
 Gildo Pastor
 Center

 
	
  

 	
 7 Rue du
 Gabian

 
	
  

 	
 MC 98000,
 Monaco

 
	
  

 	
 Attention:
 Chief Executive Officer

 
	
  

 	
 Facsimile:
 +377 97 97 51 24

 
	
  

 	
  

 
	
  

 	
 Peter G.
 Livanos

 
	
  

 	
 GasLog
 Ltd.c/o GasLog Monaco S.A.M.

 
	
  

 	
 Gildo Pastor
 Center

 
	
  

 	
 7 Rue du
 Gabian

 
	
  

 	
 MC 98000,
 Monaco

 
	
  

 	
 Attention:
 Peter G. Livanos

 
	
  

 	
 Facsimile:
 +377 97 97 51 24

 
	
  

 	
  

 
	
  

 	
 Blenheim
 Holdings Ltd.

 
	
  

 	
 Clarendon
 House

 
	
  

 	
 2 Church
 Street

 
	
  

 	
 Hamilton HM
 11

 
	
  

 	
 Bermuda

 
	
  

 	
 Attention:
 Peter G. Livanos

 
	
  

 	
 Facsimile:

 


ARTICLE VI


APPLICABLE LAW AND JURISDICTION


                    SECTION
6.1. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS
PRINCIPLES THEREOF). 


                    SECTION
6.2. With respect to any suit, action or proceeding arising out of or relating
to this Agreement each of the parties hereto hereby irrevocably submits to the
exclusive jurisdiction of the United States District Court for the Southern
District of New York or if such suit, action or proceeding may not be brought
in such court for jurisdictional reasons, in the Supreme Court of the State of
New York, New York County and waives any objection to venue being laid in such
courts whether based on the grounds of forum non conveniens or otherwise and
hereby agrees not to commence any such suit, action or proceeding other than
before one of such courts. 


                    SECTION
6.3. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY, TO THE EXTENT NOT
PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT
IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT 


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TO TRIAL BY
JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS
AGREEMENT. ANY PROCEEDING WHATSOEVER BETWEEN THE PARTIES RELATING TO THIS
AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE
SITTING WITHOUT A JURY. 


ARTICLE VII


MISCELLANEOUS


                    SECTION
7.1. This Agreement constitutes the sole understanding and agreement of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements or understandings, written or oral, with respect thereto. This
Agreement may not be amended, waived or discharged except by an instrument in
writing executed by the party against whom enforcement of such amendment,
waiver or discharge is sought. 


                    SECTION
7.2. It is the desire and intent of the parties hereto that the provisions of
this Agreement be enforced to the fullest extent permissible under the laws and
public policies applied in each jurisdiction in which enforcement is sought.
Accordingly, if any particular provision of this Agreement is adjudicated to be
invalid or unenforceable, such provision will be deemed amended to delete
therefrom the portion thus adjudicated as invalid or unenforceable, such
deletion to apply only with respect to the operation of such provision in the
particular jurisdiction in which such adjudications is made. Upon such determination
that any term or provision is invalid or unenforceable, the remaining
provisions of this Agreement shall be interpreted so as to effect the original
intent of the parties as closely as possible. 


                    SECTION
7.3. No party shall have the right to assign its rights or obligations under
this Agreement without the consent of the other parties hereto. 


                    SECTION
7.4. This Agreement may be executed in one or more written counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one instrument. 


[Remainder of page intentionally left blank.]


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                    IN
WITNESS whereof the undersigned have executed this Agreement as of the date
first above written. 


	
  

 	
  

 	
  

 
	
  

 	
 GASLOG LTD.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	
  

 	
 PETER G.
 LIVANOS

 
	
  

 	
  

 
	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 BLENHEIM
 HOLDINGS LTD.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 


[SIGNATURE PAGE TO RESTRICTIVE COVENANT
AGREEMENT]