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)

CGC OPERATING CORP., a corporation incorporated in the ▇▇▇▇▇▇▇▇ Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands (the “Seller”); and

Capital Product Partners L.P., a limited partnership incorporated in the ▇▇▇▇▇▇▇▇ Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands, (the “Buyer”).

The Seller owns One Hundred (100) issued and outstanding registered shares, without par value (the “Shares”), of ▇▇▇▇ GAS CARRIERS CORP., a ▇▇▇▇▇▇▇▇ Islands corporation (the “Subsidiary”), representing all of the issued and outstanding shares of capital stock of the Subsidiary and the Subsidiary is the bareboat charterer of the Maltese flagged LNG Carrier “ARISTARCHOS” with IMO No. 9862918 (the “Vessel”);

The Buyer has agreed to purchase 100% of the Shares of the Subsidiary and therefore the Vessel under a Share Purchase Agreement entered or to be entered between the Seller and the Buyer ( “SPA”);

The Seller and the Buyer hereby agree that the payment of an amount of US$ 5,000,000.00 (United States Dollars Five Million) of the total purchase price for all Shares under the SPA shall be deferred, by way of a credit granted by the Seller to the Buyer (the “Seller’s Credit”), with such deferred amounts to be repaid in accordance with the terms of this Agreement.

Purpose

Interpretation

Drawdown and Adjustments

Payment and Prepayment

The Buyer shall be entitled to prepay the Seller’s Credit in whole or in part at any time without penalty, by giving the Seller not less than 3 Banking Days’ irrevocable notice.

The Buyer shall repay the Seller’s Credit (net of any fees, taxes and charges) latest 12 months after the Delivery Date.

Interest

The Seller’s Credit amount outstanding shall bear no interest.

EVENTS OF DEFAULT

There shall be an Event of Default if

the Buyer fails to pay any amount when due hereunder;

the Buyer:

is unable or admits inability to pay its debts as they fall due; or

is deemed to, or is declared to, be unable to pay its debts under applicable law;

any indebtedness of the Buyer in an amount in excess of US$ 10,000,000 (United States Dollars Ten Million) is not paid when due or becomes due and payable prior to the date when it would otherwise have become due or any creditor becomes entitled to declare any such indebtedness due and payable;

The value of the assets of the Buyer is less than its liabilities (taking into account contingent, prospective or threatened claims and liabilities); or

A moratorium is declared in respect of any indebtedness of the Buyer in excess of US$ 10,000,000 (United States Dollars Ten Million). If a moratorium occurs, the ending of the moratorium will not remedy any event of default caused by that moratorium under this Agreement.

Upon any occurrence of an Event of Default the Seller shall be entitled to declare by written notice to the Buyer that unless the Event of Default is remedied within three (3) Banking Days the Seller’s Credit has become due and payable whereupon the same shall immediately or in accordance with such notice become due.

On and at any time after the occurrence of an Event of Default the Seller may take any action which, as a result of the Event of Default, the Seller is entitled to take under this Agreement, or any applicable law or regulation.

Miscellaneous

If at any time any provisions of this Agreement are or become illegal, invalid or unenforceable in any respect, under the law of any jurisdiction, neither the legality, validity nor enforceability of the remaining provisions (as amended or supplemented) shall in any way be affected or impaired thereby.

No delay or failure by either party in exercising any right or remedy shall be construed or take effect as a waiver or release of that right or remedy, and either party shall always be entitled to exercise all its remedies unless it shall have expressly waived them in writing.

Assignments

Notices

in the case of the Buyer:

in the case of the Seller:

Counterparts

Third Party Rights

Law and jurisdiction

This Agreement and any non-contractual obligations arising out or in connection with it shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof for the time being in force. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms then in force. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 day specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

/s/ Gerassimos Kalogiratos