0000950123-11-087926 Sample Contracts

FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT AMONG CAPITAL MARITIME & TRADING CORP. CAPITAL GP L.L.C. CAPITAL PRODUCT OPERATING L.L.C. AND CAPITAL PRODUCT PARTNERS L.P.
Omnibus Agreement • September 30th, 2011 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • New York

THIS FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT, dated and effective as of September 30, 2011 (this “Agreement”), is entered into by and among Capital Maritime & Trading Corp., a Marshall Islands corporation (“Capital Maritime”), Capital GP L.L.C., a Marshall Islands limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined herein), the “General Partner”), Capital Product Operating L.L.C., a Marshall Islands limited liability company (the “OLLC”), and Capital Product Partners L.P., a Marshall Islands limited partnership (the “MLP”) and amends and restates in its entirety that certain Omnibus Agreement by and among the parties hereto, dated as of April 3, 2007.

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AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAPITAL PRODUCT PARTNERS L.P.
Capital Product Partners L.P. • September 30th, 2011 • Deep sea foreign transportation of freight • Marshall Islands

THIS AMENDMENT, dated as of September 30, 2011 (this “Amendment”), to the Second Amended and Restated Agreement of Limited Partnership of Capital Product Partners L.P. (the “Partnership”), dated as of February 22, 2010 (the “LP Agreement”), is entered into by and between Capital GP L.L.C., a Marshall Islands limited liability company, as the general partner (the “General Partner”), and Capital Maritime & Trading Corp., a Marshall Islands corporation, as the organizational limited partner (the “Organizational Limited Partner”), together with any other persons who have signed the LP Agreement (the “Limited Partners”) (collectively, the “Partners”).

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