Date March 2007 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 Agent and...Loan Agreement • March 19th, 2007 • Capital Product Partners L.P.
Limited Liability Company Agreement of Capital GP L.L.C. A Marshall Islands Limited Liability CompanyLimited 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”).
FORM OF MANAGEMENT AGREEMENTForm of Management Agreement • March 19th, 2007 • Capital Product Partners L.P. • London
THIS AGREEMENT made effective the • day of • 2007; 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”).
FORM OF CONTRIBUTION AND CONVEYANCE AGREEMENTContribution and Conveyance Agreement • March 19th, 2007 • Capital Product Partners L.P. • New York
This CONTRIBUTION AND CONVEYANCE AGREEMENT, dated as of • , 2007, 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 (“GP LLC”); Capital Product Partners L.P., a Marshall Islands limited partnership (the “MLP”); and Capital Product Operating L.L.C., a Marshall Islands limited liability company (the “OLLC”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.” Certain capitalized terms have the meanings assigned to them in Article I hereof.
CAPITAL PRODUCT PARTNERS L.P. (a Marshall Islands limited partnership) [11,750,000] Common Units representing limited partner interests FORM OF PURCHASE AGREEMENTPurchase Agreement • March 19th, 2007 • Capital Product Partners L.P. • New York
FORM OF ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • March 19th, 2007 • Capital Product Partners L.P. • England
THIS AGREEMENT made effective the • day of • 2007; 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 c/o Capital Ship Management Corp., 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”).
FORM OF SHARE PURCHASE AGREEMENT Dated • March, 2007 between CAPITAL MARITIME & TRADING CORP. and CAPITAL PRODUCT PARTNERS L.P.Form of Share Purchase Agreement • March 19th, 2007 • Capital Product Partners L.P. • New York
SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of March • , 2007, 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.
