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:
SHARE PURCHASE AGREEMENT Dated April 7, 2009 between CAPITAL MARITIME & TRADING CORP. and CAPITAL PRODUCT PARTNERS L.P.Share Purchase Agreement • February 4th, 2010 • Capital Product Partners L.P. • Deep sea foreign transportation of freight • New York
SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of April 7, 2009, 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.
AMENDMENT TO MANAGEMENT AGREEMENTManagement 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”).
Date 2009First Supplemental Agreement • February 4th, 2010 • Capital Product Partners L.P. • Deep sea foreign transportation of freight
Date 2009 CAPITAL PRODUCT PARTNERS L.P.Fifth Supplemental Agreement • February 4th, 2010 • Capital Product Partners L.P. • Deep sea foreign transportation of freight
Clause Page 1 INTERPRETATION 2 2 AGREEMENT OF THE CREDITOR PARTIES 2 3 CONDITIONS PRECEDENT 3 4 REPRESENTATIONS AND WARRANTIES 3 5 AMENDMENTS TO LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS 3 6 FURTHER ASSURANCES 5 7 FEES AND EXPENSES 6 8 COMMUNICATIONS 6 9 SUPPLEMENTAL 6 10 LAW AND JURISDICTION 6
Dated 2009 CAPITAL PRODUCT PARTNERS L.P. as Borrower -and- APOLLONAS SHIPPING COMPANY CARNATION SHIPPING COMPANY CENTURION NAVIGATION LIMITED EPICURUS SHIPPING COMPANY IRAKLITOS SHIPPING COMPANY LAREDO MARITIME INC. LORENZO SHIPMANAGEMENT INC....Third Supplemental Agreement • February 4th, 2010 • Capital Product Partners L.P. • Deep sea foreign transportation of freight
INDEX Clause Page 1 DEFINITIONS 2 2 REPRESENTATIONS AND WARRANTIES 3 3 AGREEMENT OF THE CREDITOR PARTIES 4 4 CONDITIONS 4 5 VARIATIONS TO LOAN AGREEMENT AND FINANCE DOCUMENTS 6 6 CONTINUANCE OF LOAN AGREEMENT AND FINANCE DOCUMENTS 8 7 EXPENSES 8 8 COMMUNICATIONS 8 9 SUPPLEMENTAL 8 10 LAW AND JURISDICTION 8 SCHEDULE 1 LENDERS 9 EXECUTION PAGE 10
AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • February 4th, 2010 • Capital Product Partners L.P. • Deep sea foreign transportation of freight
AMENDMENT NO. 6 dated 30th April 2009 to the Management Agreement dated the 3rd day of April 2007, as amended, and made effective as of the Amendment Effective Date as defined below (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”).
