Capital Product Partners L.P. Sample Contracts

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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAPITAL PRODUCT PARTNERS L.P.
Capital Product Partners L.P. • February 4th, 2010 • Deep sea foreign transportation of freight • Marshall Islands

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAPITAL PRODUCT PARTNERS L.P., dated as of April 3, 2007, is entered into by and between Capital GP L.L.C., a Marshall Islands limited liability company, as the General Partner, and Capital Maritime & Trading Corp., a Marshall Islands corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:

MEMORANDUM OF AGREEMENT Dated: 17th October 2013 Mango Finance Corp., Marshall Islands(Name of sellers), hereinafter called the “Sellers”, have agreed to sell, and
Memorandum of Agreement • February 18th, 2014 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • London

Orix Shipping Company Limited, Ocean Centre, Montagu Foreshore, East Bay Street, Nassau, New Providence, Bahamas, a company fully nominated by Ghouse Investments, SA, Av. da Amizade, no. 555-13, Macau, and Ghouse Investments, SA, to remain the primary obligator under this Agreement (Name of buyers), hereinafter called the “Buyers”, have agreed to buy:

AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • March 5th, 2018 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • London

This Amended and Restated Management Agreement dated as of the 25th day of March 2017, is entered into by and between CAPITAL PRODUCT PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands with its registered office at 3 Iassonos Street, Piraeus, 18537, Greece, (“CLP”) and CAPITAL SHIP MANAGEMENT CORP., a company duly organized and existing under the laws of Panama with its registered office at Hong Kong Bank building, 6th floor , Samuel Lewis Avenue, Panama, and a representative office established in Greece at 3, Iassonos Street, Piraeus Greece (“CSM”) and amends and restates in its entirety the Management Agreement by and between CLP and CSM dated April 3, 2007, as amended.

Contract
Share Purchase Agreement • March 21st, 2013 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • New York
SHARE PURCHASE AGREEMENT Dated 18 September 2015 between CAPITAL MARITIME & TRADING CORP. and CAPITAL PRODUCT PARTNERS L.P. Poseidon Container Carrier S.A. – 100 Shares
Share Purchase Agreement • February 17th, 2016 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • New York

SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of 18 September 2015, by and between CAPITAL MARITIME & TRADING CORP. (the “Seller”), a corporation organized under the laws of the Republic of the Marshall Islands, and CAPITAL PRODUCT PARTNERS L.P. (the “Buyer”), a limited partnership organized under the laws of the Republic of the Marshall Islands.

SHARE PURCHASE AGREEMENT Dated December 22nd, 2012 between CAPITAL MARITIME & TRADING CORP. and CAPITAL PRODUCT PARTNERS L.P.
Share Purchase Agreement • February 5th, 2013 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • New York

SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of December 22nd, 2012, by and between CAPITAL MARITIME & TRADING CORP. (“CMTC”), a corporation organized under the laws of the Republic of the Marshall Islands, and CAPITAL PRODUCT PARTNERS L.P. (“CPLP”), a limited partnership organized under the laws of the Republic of the Marshall Islands.

CAPITAL PRODUCT PARTNERS L.P. 12,800,000 Common Units UNDERWRITING AGREEMENT
Underwriting Agreement • April 21st, 2015 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • New York

Subject to the terms and conditions herein contained, Capital Product Partners L.P., a Marshall Islands limited partnership (the “Partnership”), proposes to issue and sell to the underwriters named in Schedule I annexed hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 12,800,000 (the “Firm Units”) common units representing limited partner interests in the Partnership (the “Common Units”). In addition, the Partnership proposes to grant to the Underwriters the option to purchase from the Partnership up to an additional 1,920,000 Common Units (the “Additional Units”). The Firm Units and the Additional Units are hereinafter collectively sometimes referred to as the “Units.” The Units are described in the Prospectus, which is referred to below.

Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by BIMCO in 1956. Code-name SALEFORM 2012 Revised 1966, 1983 and 1986/87, 1993 and 2012.
Memorandum of Agreement • February 18th, 2014 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • London

Class Notation: +100A1, Double Hull Oil and Chemical Tanker, Ship Type2&3, CSR, ESP, Ship Right(CM, ACS(B)), *IWS, U, SPM4, EP(Bt, P, Vc), +LMC, IGS, UMS, Descriptive notes: COW(LR), ETA, Part Higher Tensile Steel, PL(LR), SBT(LR), ShipRight(BWMP(S, T), SCM, SERS, IHM

CAPITAL PRODUCT PARTNERS L.P.
Agreement • April 26th, 2023 • Capital Product Partners L.P. • Deep sea foreign transportation of freight
AMENDMENT TO FLOATING RATE MANAGEMENT AGREEMENT
Floating Rate Management Agreement • February 5th, 2013 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

AMENDMENT NO. 5 made effective the 26th day of August, 2012 to the Floating Rate Management Agreement dated the 9th of June 2011 (the “Floating Rate Management Agreement”), as amended; by and between CAPITAL PRODUCT PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands (“CLP”), and CAPITAL SHIP MANAGEMENT CORP., a company duly organized and existing under the laws of Panama with its registered office at Hong Kong Bank building, 6th floor, Samuel Lewis Avenue, Panama, and a representative office established in Greece at 3, Iassonos Street, Piraeus Greece (“CSM”).

SHARE PURCHASE AGREEMENT Dated August 13, 2010 between CAPITAL MARITIME & TRADING CORP. and CAPITAL PRODUCT PARTNERS L.P.
Share Purchase Agreement • February 4th, 2011 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • New York

SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of August 13, 2010, by and between CAPITAL MARITIME & TRADING CORP. (the “Seller”), a corporation organized under the laws of the Republic of the Marshall Islands, and CAPITAL PRODUCT PARTNERS L.P. (the “Buyer”), a limited partnership organized under the laws of the Republic of the Marshall Islands and recently formed by the Seller.

ASSIGNMENT OF CLAIM AGREEMENT
Assignment of Claim Agreement • February 18th, 2014 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • New York

ASSIGNMENT OF CLAIM AGREEMENT (“Agreement”) dated as of June 24, 2013 among CAPITAL PRODUCT PARTNERS L.P. (the “Parent”), WIND DANCER SHIPPING INC. (the “Vessel Owner” or “Seller”) and DEUTSCHE BANK SECURITIES INC. (“Purchaser”). Seller and Purchaser are referred to herein collectively as the “Parties” and individually as a “Party”.

CLASS B CONVERTIBLE PREFERRED UNIT SUBSCRIPTION AGREEMENT by and among CAPITAL PRODUCT PARTNERS L.P. and THE PURCHASERS PARTY HERETO Dated as of June 6, 2012
Class B Convertible Preferred Unit Subscription Agreement • June 6th, 2012 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • New York

This CLASS B CONVERTIBLE PREFERRED UNIT SUBSCRIPTION AGREEMENT, dated as of June 6, 2012 (this “Agreement”), is by and among CAPITAL PRODUCT PARTNERS L.P., a limited partnership organized under the laws of the Republic of the Marshall Islands (“CPLP”), and each of the purchasers set forth on Schedule A hereto (the “Purchasers”).

AMENDMENT TO FLOATING RATE MANAGEMENT AGREEMENT
Management Agreement • February 3rd, 2017 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

AMENDMENT NO. 22 made effective the 1st day of September 2016, to the Floating Rate Management Agreement dated the 9th of June 2011 (the “Floating Rate Management Agreement”), as amended; by and between CAPITAL PRODUCT PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands (“CLP”), and CAPITAL SHIP MANAGEMENT CORP., a company duly organized and existing under the laws of Panama with its registered office at Hong Kong Bank building, 6th floor, Samuel Lewis Avenue, Panama, and a representative office established in Greece at 3, Iassonos Street, Piraeus Greece (“CSM”).

Date 19 March 2008 CAPITAL PRODUCT PARTNERS L.P. as Borrower - and - THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders - and - HSH NORDBANK AG as Swap Bank - and - HSH NORDBANK AG as Bookrunner - and - HSH NORDBANK AG as Mandated...
Loan Agreement • April 4th, 2008 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

Subject to the terms and conditions of this Agreement all amounts outstanding under the revolving credit facility on the Termination Date shall on that date be converted into a term loan facility which shall be repaid over a period of 5 years (or, through the operation of Clause 4.9, 2 years) in accordance with the terms of this Agreement.

SELLER’S CREDIT AGREEMENT CGC OPERATING CORP. as Seller Capital Product Partners L.P. as Buyer US$ 5,000,000.00 (United States Dollars Five Million)
Credit Agreement • April 27th, 2022 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • London
FORM OF FLOATING RATE MANAGEMENT AGREEMENT
Management Agreement • April 27th, 2022 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

THIS AGREEMENT dated as of the [•], is entered into by and between [•], a company duly organized and existing under the laws of [•] (the “Owner”) and CAPITAL-GAS SHIP MANAGEMENT CORP., a company duly organized and existing under the laws of Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “Manager”).

Contract
Agreement and Plan of Merger • May 9th, 2011 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • Delaware
AMENDMENT TO FLOATING RATE MANAGEMENT AGREEMENT
Management Agreement • February 17th, 2016 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

AMENDMENT NO. 19 made effective the 18th day of September 2015, to the Floating Rate Management Agreement dated the 9th of June 2011 (the “Floating Rate Management Agreement”), as amended; by and between CAPITAL PRODUCT PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands (“CLP”), and CAPITAL SHIP MANAGEMENT CORP., a company duly organized and existing under the laws of Panama with its registered office at Hong Kong Bank building, 6th floor, Samuel Lewis Avenue, Panama, and a representative office established in Greece at 3, Iassonos Street, Piraeus Greece (“CSM”).

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Dated 6 September 2013 amended and restated on 27 December 2013 CAPITAL PRODUCT PARTNERS L.P. as Borrower - and - THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders - and - ING BANK N.V., LONDON BRANCH HSH NORDBANK AG as Mandated...
Loan Agreement • February 18th, 2014 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

THIS LOAN AGREEMENT is made on 6 September 2013 as amended and restated by the Deed of Amendment and Restatement (as defined below).

IT AGREEMENT
It Agreement • March 5th, 2018 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • England

THIS AGREEMENT dated 3rd of April 2007; by and between CAPITAL SHIP MANAGEMENT CORP., a company duly organized and existing under the laws of Panama with its registered office at Hong Kong Bank building, 6th floor, Samuel Lewis Avenue, Panama, and a representative office established in Greece at 3, Iassonos street, Piraeus Greece (“CSM”) and CAPITAL PRODUCT PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands(“CPLP”).

Dated 6 September 2017 CAPITAL PRODUCT PARTNERS L.P. as Borrower and THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders and HSH NORDBANK AG and ING BANK N.V., LONDON BRANCH as Mandated Lead Arrangers and Bookrunners and BNP PARIBAS...
Loan Agreement • September 12th, 2017 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

The Lenders have agreed to make available to the Borrower a senior secured term loan facility of up to US$460,000,000 in two Advances as follows:

AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • February 4th, 2010 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

AMENDMENT NO. 4 made effective the 7th day of April 2009 to the Management Agreement dated the 3rd day of April 2007, as amended the 24th day of September 2008 and the 27th day of March 2008 and the 30th day of April 2008 (the “Management Agreement”); by and between CAPITAL PRODUCT PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands (“CLP”), and CAPITAL SHIP MANAGEMENT CORP., a company duly organized and existing under the laws of Panama with its registered office at Hong Kong Bank building, 6th floor, Samuel Lewis Avenue, Panama, and a representative office established in Greece at 3, Iassonos Street, Piraeus Greece (“CSM”).

AMENDMENT TO FLOATING RATE MANAGEMENT AGREEMENT
Management Agreement • February 17th, 2016 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

AMENDMENT NO. 16 made effective the 10th day of June 2015, to the Floating Rate Management Agreement dated the 9th of June 2011 (the “Floating Rate Management Agreement”), as amended; by and between CAPITAL PRODUCT PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands (“CLP”), and CAPITAL SHIP MANAGEMENT CORP., a company duly organized and existing under the laws of Panama with its registered office at Hong Kong Bank building, 6th floor, Samuel Lewis Avenue, Panama, and a representative office established in Greece at 3, Iassonos Street, Piraeus Greece (“CSM”).

REGISTRATION RIGHTS AGREEMENT by and among CAPITAL PRODUCT PARTNERS L.P. and THE HOLDERS PARTY HERETO Dated as of March 19, 2013
Registration Rights Agreement • March 21st, 2013 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of March 19, 2013, by and among Capital Product Partners L.P., a limited partnership organized under the laws of the Republic of the Marshall Islands (“CPLP”), and each of the purchasers listed on Schedule A hereto (the “Holders”).

TERMINATION OF MANAGEMENT AGREEMENT
Termination of Management Agreement • April 1st, 2019 • Capital Product Partners L.P. • Deep sea foreign transportation of freight
SUPPLEMENTAL LETTER
Capital Product Partners L.P. • May 23rd, 2012 • Deep sea foreign transportation of freight

To: Capital Product Partners L.P. Trust Company House Trust Company Complex Ajeltake Road Ajeltake Island Majuro MH96960 the Marshall Islands

AMENDMENT TO FLOATING RATE MANAGEMENT AGREEMENT
Management Agreement • February 17th, 2016 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

AMENDMENT NO. 18 made effective the 30th day of June 2015, to the Floating Rate Management Agreement dated the 9th of June 2011 (the “Floating Rate Management Agreement”), as amended; by and between CAPITAL PRODUCT PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands (“CLP”), and CAPITAL SHIP MANAGEMENT CORP., a company duly organized and existing under the laws of Panama with its registered office at Hong Kong Bank building, 6th floor, Samuel Lewis Avenue, Panama, and a representative office established in Greece at 3, Iassonos Street, Piraeus Greece (“CSM”).

ADDENDUM NO. 2
Agreement • March 5th, 2018 • Capital Product Partners L.P. • Deep sea foreign transportation of freight

THIS AGREEMENT is made this 2nd day of April 2017 by and between CAPITAL SHIP MANAGEMENT CORP. of Panama (the “CSM”) and CAPITAL PRODUCT PARTNERS L.P. of Marshall Islands (the “CPLP”).

Limited Liability Company Agreement of Capital GP L.L.C. A Marshall Islands Limited Liability Company
Limited Liability Company Agreement • March 19th, 2007 • Capital Product Partners L.P. • Marshall Islands

This Limited Liability Company Agreement (the “Agreement”) is made and entered into effective as of the 16th day of January, 2007, by CAPITAL MARITIME & TRADING CORP., a Marshall Islands corporation (“CMTC”).

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