##### Table of Contents





As filed with the Securities and Exchange
    Commission on July 18, 2011
 
 
 Registration
    No. 333-174795
 
 
   UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    
   Amendment No 1
    to
 
  Form F-4
  REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
      CAPITAL PRODUCT PARTNERS
    L.P.
 (Exact name of Registrant as
    specified in its Charter)
  Capital Product Partners L.P.
 (Translation of
    Registrants name into English)
  Republic of the Marshall Islands

4412

N/A(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)   3 Iassonos Street
 Piraeus, 18537
 Greece
 Tel: +30 210
    458-4950
 (Address, including zip code,
    and telephone number, including area code, of Registrants
    principal executive offices)
  CT Corporation System
    111 Eighth Avenue
    New York, NY 10011
    +1 212
    894-8440
 (Name, address, including zip
    code, and telephone number, including area code, of agent for
    service)
      Copies of all communications to:
  
 J. Mark Metts, Esq.
    Angela Olivarez, Esq.
    Jones Day
    717 Texas
    Houston, TX 77002
    +1 832
    239-3939

J. Vincent Kendrick, Esq.
    Patrick Hurley, Esq.
    Akin Gump Strauss Hauer &
    Feld LLP
    1111 Louisiana Street
    Houston, TX 77002
    +1 713 220-5839

Jay Clayton, Esq.
    Sullivan & Cromwell LLP
    125 Broad Street
    New York, NY 10004
    +1 212 558-4000  
      Approximate date of commencement of proposed sale of the
    securities to the public:  As soon as practicable
    after the effective date of this registration statement.
 o
 o
  CALCULATION
    OF REGISTRATION FEE
  Proposed Maximum


Proposed MaximumTitle of Each Class of Securities


Amount to be


Offering Price per


Aggregate


Amount ofto be Registered


Registered (1)


Unit


Offering Price (2)


Registration Fee (3)CPLP common units



13,899,400




N/A



$
173,881,494



$
20,187.64       (1)
    Calculated based on the maximum number of shares of Crude common
    stock that the registrant currently expects to allocate to Crude
    shareholders resident in the United States in connection with
    the proposed merger described in this registration statement.
    The shares to be allocated in connection with the proposed
    merger outside the United States, which include all of the
    shares of Crude Class B Stock, are not registered under
    this registration statement. 
 (2)
    Pursuant to Rules 457(f)(1) and 457(c) under the
    U.S. Securities Act of 1933, as amended (the
    Securities Act) and solely for the purpose of
    calculating the registration fee, the proposed maximum aggregate
    offering price is equal to the aggregate market value of the
    approximate number of shares of Crude common stock and Crude
    Class B stock to be exchanged for CPLP common units in the
    proposed merger (calculated as set forth in note (1) above)
    based upon a market value of $13.46 per shares of Crude common
    stock, the average of the high and low sale prices per share of
    Crude common stock on the New York Stock Exchange on
    July 13, 2011. 
 (3)
    Calculated at a rate equal to 0.0001161 multiplied by the
    proposed maximum aggregate offering price.  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
    SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
    DATE UNTIL THE REGISTRANT SHALL FILE AN AMENDMENT WHICH
    SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
    THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A)
    OF THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES
    ACT), OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
    EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
    SAID SECTION 8(A), MAY DETERMINE.




---



##### Table of Contents



The
information in this preliminary proxy statement/prospectus is
not complete and may be changed. CPLP may not sell these
securities until the registration statement filed with the
Securities and Exchange Commission, in which this proxy
statement/prospectus is included, is declared effective. This
preliminary proxy statement/prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale of these
securities is not permitted.


Subject to
    Completion
 
 Preliminary
    Proxy Statement/Prospectus, dated July 18, 2011
 
  
       
   
  The Crude Board
    therefore recommends that you vote FOR approval of
    the merger agreement and the transactions contemplated by the
    merger agreement, including the merger.
    In
    particular, you should carefully consider the section entitled
    Risk Factors beginning on page 22
         
   Chairman and Chief Executive Officer
  Neither the SEC nor any state securities regulator has
    approved or disapproved of the merger, passed upon the merits or
    fairness of the merger or passed upon the adequacy or accuracy
    of the disclosure in this document. Any representation to the
    contrary is a criminal offense.




---



##### Table of Contents





Crude
    Carriers Corp.3 Iassonos Street
    Piraeus, 18537
    Greece
  NOTICE OF SPECIAL MEETING OF
    SHAREHOLDERS
    TO BE HELD ON    ,    
    [          ],
    2011
              The Crude Board unanimously recommends that Crude
    shareholders vote FOR adoption of the merger
    agreement and approval of the transactions contemplated by the
    merger agreement, including the merger, and FOR the
    proposal to adjourn the Special Meeting, if necessary, to
    solicit additional proxies if there are not sufficient votes to
    adopt the merger agreement and approve the merger.




---



##### Table of Contents



YOUR VOTE
    IS VERY IMPORTANT.
    Whether or not you plan to attend the Special Meeting in
    person, we urge you to vote your shares as promptly as possible
    by proxy by completing, signing and dating your proxy card and
    returning it in the postage-paid envelope provided, so that your
    shares may be represented and voted at the Special Meeting. If
    your shares are held in the name of a bank, broker or other
    fiduciary, please follow the instructions furnished by the
    record holder. You may revoke your proxy at any time before the
    Special Meeting. If you attend the Special Meeting and vote in
    person, your proxy vote will not be used.
  Please do not send your Crude stock certificates at this
    time. If the proposed transaction is completed, you will be sent
    instructions regarding the surrender of your Crude stock
    certificates.
  662-5200.
      
   
  NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
  Important Notice Regarding the Availability of Proxy
    Materials
 for the Shareholder Meeting to Be Held
    on    , 2011:
  The proxy statement/prospectus is
 
 available at
    http://www.capitalpplp.com/investors/sec.cfm




---



##### Table of Contents



TABLE OF
    CONTENTS
   
 NOTE ON REFERENCES TO ADDITIONAL
    INFORMATION


ivQUESTIONS AND ANSWERS ABOUT THE CRUDE SPECIAL
    MEETING


vSUMMARY


1The Companies


1Structure of the Proposed Transaction


2Recommendation to Crudes Shareholders


6Crudes Reasons for the Proposed
    Transaction


6Opinion of the Crude Independent Committees
    Financial Advisor


6Crude Special Meeting; Record Date; Required
    Vote


6Shares Owned by Directors and Executive
    Officers


7Interests of Certain Persons in the Proposed
    Transaction


7M/V Cape Agamemnon Acquisition


7Treatment of Crude Unvested Shares in the
    Proposed Transaction


8What Crude Shareholders Will Receive in the
    Proposed Transaction


8Conditions to Completion of the Proposed
    Transaction


8Termination of the Merger Agreement


8Termination Fees; Reimbursement of Expenses


9Acquisition Proposals and a Company Change in
    Recommendation


9Ownership of Combined Company after Completion of
    the Proposed Transaction


10Treatment of Existing Debt Facilities in the
    Proposed Transaction


10Material United States Federal Income Tax
    Consequences to Crude Shareholders


10Regulatory Matters


11Appraisal Rights of Dissenting Shareholders


11Risk Factors


11Listing and Trading of CPLP Common Units after
    Completion of the Proposed Transaction; Delisting of Crude
    Common Stock


11Comparison of Rights of Shareholders of Crude and
    Unitholders of CPLP


11Comparative Stock Prices and Dividends


12SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
    OF CPLP


13SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
    OF CRUDE


16SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED
    FINANCIAL DATA


18RISK FACTORS


22RISKS RELATING TO THE PROPOSED TRANSACTION


22RISKS RELATING TO THE BUSINESS AND OPERATIONS OF
    THE COMBINED COMPANY


26RISK RELATING TO FINANCING ACTIVITIES


33RISK RELATING TO CPLPs COMMON UNITS


36SPECIAL NOTE REGARDING FORWARD-LOOKING
    STATEMENTS


38THE CRUDE SPECIAL MEETING


40General


40Date, Time and Place


40Purpose of the Crude Special Meeting


40Recommendation of Crude Independent Committee


40Recommendation of Crude Board of Directors


40Record Date; Who is Entitled to Vote


41




---



##### Table of Contents



Quorum


41Abstentions and Broker Non-Votes


41Vote of Our Shareholders Required


41Voting Your Shares


41Revoking Your Proxy


42No Additional Matters May Be Presented at the
    Special Meeting


42Appraisal Rights


42Proxies and Proxy and Consent Solicitation
    Costs


42Crude Support Agreement


43Representatives of Deloitte. Hadjipavlou,
    Sofianos & Cambanis S.A.


43Who Can Answer Your Questions About Voting Your
    Shares


43THE PROPOSED TRANSACTION


44The Companies


44Structure of the Proposed Transaction


45Background of the Proposed Transaction


46Recommendation of the Crude Independent Committee
    and the Crude Board; Crudes Reasons for the Proposed
    Transaction


57The Crude Independent Committee


57The Crude Board of Directors


61Opinion of the Crude Independent Committees
    Financial Advisor


62Transaction Overview


64Crude Analysis


65Interests of Crudes Directors and Executive
    Officers in the Proposed Transaction


73Indemnification


73Continuing Board and Management Positions


73Listing of CPLP Common Units; Deregistration and
    Delisting of Crude Common Stock


74Distribution and Dividend Information


74Treatment of Existing Debt Facilities in the
    Proposed Transaction


75Marshall Islands Tax Considerations


75Material United States Federal Income Tax
    Consequences to Crude Shareholders


75Tax Characterization of CPLP and Crude


76The Merger


76Ownership and Disposition of CPLP Common Units


79Medicare Tax


82Backup Withholding and Information Reporting


82United States Federal Income Tax Considerations
    Relating to CPLP


84Accounting Treatment


86Principal Corporate Offices


87Executive Compensation Arrangements


87Treatment of Crude Unvested Shares in the
    Proposed Transaction


87Resale of CPLP Common Units


87SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
    DIRECTORS AND EXECUTIVE OFFICERS


88Security Ownership of Certain Beneficial Owners,
    Directors and Executive Officers of Crude


88REGULATORY MATTERS


89THE MERGER AGREEMENT


89 ii




---



##### Table of Contents



Terms of the Merger; Merger Consideration


90Completion of the Merger


90Exchange of Shares in the Merger


90Treatment of Crude Equity Awards


91Dissenters Rights


91Conduct of Business


91Representations and Warranties


92Efforts to Obtain Required Shareholder Votes


94Acquisition Proposals and a Company Change in
    Recommendation


94Efforts to Complete the Merger


95Governance Matters after the Merger


96Other Covenants and Agreements


96Conditions to Completion of the Proposed
    Transaction


97Termination of the Merger Agreement


98Termination Fees and Reimbursement of Expenses


99Waiver; Amendment


99Indemnification and Insurance; Rights of Third
    Parties


99Specific Performance


100COMPARATIVE STOCK PRICES AND DIVIDENDS


100UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
    INFORMATION


102DESCRIPTION OF CPLP COMMON UNITS


113COMPARISON OF RIGHTS OF SHAREHOLDERS OF CRUDE AND
    UNITHOLDERS OF CPLP


115APPRAISAL RIGHTS OF DISSENTING SHAREHOLDERS


126LEGAL MATTERS


126EXPERTS


126FUTURE SHAREHOLDER PROPOSALS


127WHERE YOU CAN FIND MORE INFORMATION


127INCORPORATION OF CERTAIN DOCUMENTS BY
    REFERENCE


127LIMITATIONS ON ENFORCEMENT OF U.S. LAWS


129Appendix A  Agreement and Plan of Merger


A-1Appendix B  Opinion of
    Jefferies & Company, Inc.


B-1EX-2.1EX-2.2EX-2.3EX-2.4EX-3.1EX-3.2EX-5.1EX-8.1EX-8.2EX-8.3EX-23.1EX-23.2EX-99.1EX-99.2   iii




---



##### Table of Contents



NOTE ON
    REFERENCES TO ADDITIONAL INFORMATION  www.sec.gov www.crudecarrierscorp.com www.capitalpplp.com
  Crude Carriers Corp.
    Attention: Secretary 
    3 Iassonos Street 
    Piraeus, 18537
    Greece
    +30 210 4584 900

Capital Product Partners, L.P.
    Attention:  Secretary 
    3 Iassonos Street 
    Piraeus, 18537 
    Greece
    +30 210 4584 900   If you are a Crude shareholder and you would like to request
    any documents incorporated by reference into this proxy
    statement/prospectus, please do so by    ,
    2011 in order to receive them before the Crude special meeting.
    If you request any documents incorporated by reference into this
    proxy statement/prospectus from Crude or CPLP, those documents
    will be mailed to you promptly by first-class mail, or by
    similar means.
   iv




---



##### Table of Contents



QUESTIONS
    AND ANSWERS ABOUT THE CRUDE SPECIAL MEETING  Q:
    
    What is the purpose of this document?A:
    
    This document serves as Crudes proxy statement and as the
    prospectus of CPLP. As a prospectus, CPLP is providing this
    document to Crude shareholders because CPLP is offering its
    common units in exchange for shares of Crude common stock and
    Crude Class B stock. As a proxy statement, this document is
    being provided to Crude shareholders because the Crude Board is
    soliciting their proxies to vote to approve, at a special
    meeting of shareholders, the merger agreement, pursuant to which
    MergerCo will merge with and into Crude, with Crude continuing
    as the surviving company, as a result of which Crude will become
    a wholly-owned subsidiary of CPLP.Q:
    
    What matters will Crude shareholders be asked to vote on at
    the Crude special meeting?A:
    
    There are two proposals on which Crude shareholders are being
    asked to vote: a proposal to approve and adopt the merger agreement
    and the transactions contemplated thereby, including the merger
    (the Merger Proposal); and a proposal to adjourn the special meeting in the
    event Crude does not receive the requisite shareholder votes to
    approve the Merger Proposal (the Adjournment
    Proposal).Q:
    
    When and where is the special meeting of Crude
    shareholders?A:
    
    The special meeting of Crude shareholders will take place at
    Crudes offices located at 3 Iassonos Street, Piraeus,
    18537 Greece, on    , 2011,
    at     (Athens, Greece time).Q:
    
    How can I attend the Crude special meeting in person?A:
    
    If you wish to attend the meeting in person you must be present
    before     (Athens, Greece time)
    on    , 2011, at 3 Iassonos Street, Piraeus,
    18537 Greece for your identification as a holder of record of
    shares of Crude common stock. Doors open
    at     (Athens, Greece time).Q:
    
    Who may vote at the special meeting?A:
    
    Only holders of record of shares of Crude common stock and
    Crude Class B stock entitled to vote in respect thereof as
    of the close of business on    ,
    2011 may vote at the special meeting. As of July 14,
    2011, there were 13,899,400 shares of Crude common stock
    and 2,105,263 shares of Crude Class B stock
    outstanding and entitled to vote.Q:
    
    What is the quorum requirement for the special meeting?A:
    
    For purposes of the vote by the holders of shares of Crude
    common stock and Crude Class B stock, considered as a
    single class, the holders of a majority in total voting power of
    the shares of Crude common stock and Crude Class B stock
    issued and outstanding as of the record date entitled to vote at
    the special meeting of the shareholders, present in person or
    represented by proxy, shall constitute a quorum. For purposes of
    the vote by the holder of all of the outstanding shares of Crude
    Class B stock, the holders of a majority in total voting
    power of the shares of Crude Class B stock issued and
    outstanding as of the record date entitled to vote at the
    special meeting of the shareholders, present in person or
    represented by proxy, shall constitute a quorum. In the absence
    of a quorum, the Chairman of the meeting or the holders of a
    majority of the votes entitled to be cast by the shareholders of
    Crude common stock and Crude Class B stock, considered as a
    single class, who are present in person or by proxy may adjourn
    the meeting.Q:
    
    What is the required vote to approve and authorize the
    Merger?A:
    
    The merger must be approved by: (i) holders of a majority
    of the voting power of the shares of Crude common stock and
    Crude Class B stock outstanding and entitled to vote at the
    Special Meeting, voting together as a single class; (ii) by
    the sole holder of the shares of Crude Class B stock
    outstanding and entitled to vote at the Special Meeting, voting
    as a separate class; and (iii) by the holders of a majority
    of the voting power of the shares of Crude common stock
    outstanding and entitled to vote at the Special v




---



##### Table of Contents



Meeting that are held by the Unaffiliated Shareholders, voting
    as a separate class, such majority being 49.45% or more of the
    outstanding shares of Crude common stock (1.11% of the
    outstanding shares of Crude common stock is held by Crudes
    executive officers and directors).With respect to the merger, Evangelos M. Marinakis, Chairman of
    the Board and CEO of Crude, Ioannis E. Lazaridis, President of
    Crude, Gerasimos G. Kalogiratos, CFO of Crude, and CCIC, holder
    of all of the outstanding shares of Crude Class B stock,
    have entered into a support agreement pursuant to which they
    have agreed to vote their shares in favor of the merger.Q:
    
    What is the required vote to approve the Adjournment
    Proposal?A:
    
    Under our amended and restated bylaws, the Chairman of the
    meeting or the holders of a majority of the votes entitled to be
    cast by the holders of Crude common stock and Crude Class B
    stock, considered as a single class, who are present in person
    or by proxy may adjourn the meeting.Q:
    
    Has the Crude Board recommended approval of the Merger
    Proposal and the other Proposals?A:
    
    Yes. The Crude Board, acting on the recommendation of the Crude
    Independent Committee, has recommended, by a unanimous vote of
    the seven directors present, to Crude shareholders that they
    vote FOR the approval of the Merger Proposal and the
    Adjournment Proposal at the special meeting. After careful
    deliberation of the terms and conditions of these proposals, the
    Crude Board has determined that, the merger agreement and the
    transactions contemplated by the merger agreement, including the
    merger, are fair and reasonable to, and in the best interests
    of, Crude and its shareholders, including the Unaffiliated
    Shareholders. Please see The Proposed
    Transaction  Background of the Proposed
    Transaction and The Proposed Transaction 
    Recommendation of the Crude Independent Committee and the Crude
    Board; Crudes Reasons for the Proposed Transaction
    for a discussion of the factors that the Crude Board considered
    in deciding to recommend the approval and authorization of the
    merger.Q:
    
    What are the interests of the officers and directors of
    Crude in the merger?A:
    
    There is substantial overlap of the ownership and control of
    Crude and CPLP. CCIC, the owner of 100% of the Crude
    Class B stock, is beneficially owned by the Marinakis
    family, including the Chairman and Chief Executive Officer of
    Crude, Evangelos M. Marinakis. Evangelos M. Marinakis, Ioannis
    E. Lazaridis and Gerasimos G. Kalogiratos collectively own 0.91%
    of the outstanding shares of Crude common stock and
    Mr. Marinakis is the Chief Executive Officer of Capital
    Maritime, which is beneficially owned by the Marinakis family
    and which is also the owner of Capital GP. Capital Maritime
    currently owns a 41.9% interest in CPLP (including its 2%
    general partner interest through its ownership of Capital GP),
    and, following the merger, Capital Maritime will own a 27.1%
    interest in the combined company, including ownership resulting
    from the general partnership interest in the combined company
    held by Capital GP, and collectively, Capital Maritime and CCIC
    would own approximately 31.7% of the combined company. In
    addition, there is significant overlap between the senior
    management teams of each of Crude and Capital GP. Furthermore,
    it was determined after the execution of the merger agreement
    that Dimitris Christacopoulos, a member of the Crude Independent
    Committee would be designated by Crude as the Crude director who
    would, in accordance with the merger agreement, become a
    director of CPLP upon consummation of the merger. See The
    Proposed Transaction  Interests of Crudes
    Directors and Executive Officers in the Proposed
    Transaction and The Proposed Transaction 
    Continuing Board and Management Positions beginning on
    page 71. Finally, the vesting requirements relating to
    shares of Crude common stock held by members of the Crude
    Independent Committee, other than Dimitris Christacopoulos (who
    collectively hold, subject to vesting requirements, an aggregate
    of approximately 20,000 shares of Crude common stock, or
    the right to receive approximately 31,200 CPLP common units),
    will lapse immediately prior to the effective time of the
    merger, and such shares will vest in full immediately prior to
    the effective time of the merger. See The Proposed
    Transaction  Treatment of Crude Unvested Shares in
    the Proposed Transaction beginning on page 84.Q:
    
    What will I receive in the merger? vi




---



##### Table of Contents



A:
    
    Pursuant to the merger agreement, each outstanding share of
    Crude common stock and Crude Class B stock will be
    converted into the right to receive 1.56 CPLP common units.
    Following completion of the merger, CPLP unitholders will own
    approximately 65% of the combined entity, with Crude
    shareholders owning the remaining approximately 35%.Q:
    
    How can I vote?A:
    
    Please vote your shares of Crude common stock as soon as
    possible after carefully reading and considering the information
    contained in this proxy statement/prospectus. You may vote your
    shares prior to the special meeting by signing and returning the
    enclosed proxy card. If you hold your shares in street
    name (which means that you hold your shares through a
    bank, brokerage firm or nominee), you must vote in accordance
    with the instructions on the voting instruction card that your
    bank, brokerage firm or nominee provides to you. If you want to
    attend the special meeting and vote in person, we will give you
    ballots when you arrive. However, if your shares are held in the
    name of your broker, bank or another nominee, you must get a
    proxy from such broker, bank or other nominee. That is the only
    way we can be sure that the broker, bank or nominee has not
    already voted your shares.Q:
    
    What does it mean if I get more than one proxy card?A:
    
    It means you have multiple accounts at the transfer agent
    and/or with brokers. Please sign and return all proxy cards to
    ensure that all of your shares of Crude common stock are voted.Q:
    
    If my shares are held in street name by my bank,
    brokerage firm or nominee, will they automatically vote my
    shares for me?A:
    
    No. Your bank, brokerage firm or nominee cannot vote your
    shares without instructions from you. You should instruct your
    bank, brokerage firm or nominee how to vote your shares,
    following the instructions contained in the voting instruction
    card that your bank, brokerage firm or nominee provides to you.Q:
    
    What if I abstain from voting or fail to instruct my bank,
    brokerage firm or nominee how to vote my shares?A:
    
    If you neither attend the meeting, return your proxy card or
    instruct your bank, brokerage firm or nominee how to vote your
    shares, and your bank, brokerage firm or nominee does not have
    discretionary authority to vote on your behalf in the absence of
    instructions, your shares will not be treated as shares present
    for purposes of determining the presence of a quorum on any
    matter.If you do attend the meeting, return your proxy card, instruct
    your bank, brokerage firm or nominee how to vote your shares, or
    if your bank, brokerage firm or nominee has discretionary
    authority to vote on your behalf and either attend the meeting
    or return the proxy card, your shares will be treated as shares
    present for purposes of determining the presence of a quorum.
    For purposes of determining the presence of a quorum, it makes
    no difference whether you have instructed your bank, brokerage
    firm or nominee to vote for, against or abstain.Proxies that are marked abstain and proxies relating
    to street name shares that are returned to us but
    marked by brokers as not voted will be treated as
    shares present for purposes of determining the presence of a
    quorum on all matters. The latter will not be treated as shares
    entitled to vote on the matter as to which authority to vote is
    withheld by the broker.Q:
    
    Why is my vote important?A:
    
    If you do not return your proxy card or vote in person at the
    special meeting, it will be more difficult for Crude to obtain
    the necessary quorum to hold the special meeting. In addition,
    the adoption and approval of the merger agreement and the
    transactions contemplated by the merger agreement, including the
    merger, require the affirmative votes of the holders of a
    majority of the voting power of the shares of Crude common stock
    and Crude Class B stock outstanding and entitled to vote at
    the Special Meeting, voting as a single class; the sole holder
    of the shares of Crude Class B stock outstanding and
    entitled to vote at the Special Meeting, voting as a separate
    class; and a majority of voting power of the shares of Crude
    common stock outstanding and entitled to vote at the Special
    Meeting that are held by vii




---



##### Table of Contents



the Unaffiliated Shareholders, voting as a separate class.
    Because these three required votes are based on a majority of
    all shares outstanding (i.e., not just a majority of the shares
    present at the meeting and voting), if you abstain from voting,
    or if you fail to vote or fail to instruct your bank, brokerage
    firm or nominee how to vote, that will make it more difficult to
    achieve the votes required to approve the Merger Proposal.Q:
    
    Can I change my vote after I have mailed my proxy card?A:
    
    Yes. You may change your vote at any time before your proxy is
    voted at the special meeting. You may revoke your proxy by
    executing and returning a proxy card dated later than the
    previous one, or by attending the special meeting in person and
    casting your vote by ballot or by submitting a written
    revocation stating that you would like to revoke your proxy. If
    you hold your shares through a bank, brokerage firm or nominee,
    you should follow the instructions of your bank, brokerage firm
    or nominee regarding the revocation of proxies. You should send
    any notice of revocation or your completed new proxy card, as
    the case may be, to:Crude Carriers Corp.Investor Relations RepresentativeNicolas Bornozis, President 
    Capital Link, Inc. 
    230 Park Avenue  Suite 1536
    New York, NY 10160, USA
    Tel: +1 212
    661-7566E-mail:
    crudecarriers@capitallink.comQ:
    
    When is the merger expected to occur?A:
    
    Assuming the requisite shareholder approval is received, Crude
    expects that the merger will occur during the third quarter of
    2011.Q:
    
    What happens if the merger is not consummated?A:
    
    If the merger agreement is not adopted by the shareholders of
    Crude or if the merger is not consummated for any other reason,
    the shareholders of Crude would not receive any payment for
    their shares of Crude common stock or Crude Class B stock
    in connection with the merger. Instead, Crude would remain an
    independent public company, and the Crude common stock would
    continue to be listed and traded on the NYSE. Under specified
    circumstances, Crude may be required to pay to CPLP a fee with
    respect to the termination of the merger agreement, as described
    under The Merger Agreement  Termination Fees
    and Reimbursement of Expenses beginning on page 96.Q:
    
    May I seek statutory appraisal rights with respect to my
    shares?A:
    
    Under Marshall Islands law, a shareholder of a corporation has
    the right to vote against any plan of merger to which the
    corporation is a party. If such shareholders vote against the
    plan of merger, they may have the right to seek payment from
    their corporation of the appraised fair value of their shares
    (instead of the contractual merger consideration). However, the
    right of a dissenting shareholder to receive payment of the
    appraised fair value of his shares is not available if the
    shares of such class or series of stock are (i) listed on a
    securities exchange or (ii) held of record by more than
    2,000 holders. Since shares of Crude common stock are traded on
    the NYSE, a dissenting holder of shares of Crude common stock
    has no right to receive payment from Crude for the appraised
    fair market value of his shares under Marshall Islands law.
    Furthermore, pursuant to the Support Agreement, CCIC, as the
    sole holder of the Crude Class B stock, has waived any
    appraisal rights it might have under Marshall Islands law. viii




---



##### Table of Contents



Q:
    
    Is the merger expected to be taxable to me?A:
    
    The merger has been structured to qualify as a reorganization
    for United States federal income tax purposes, and it is a
    condition to CPLPs and Crudes obligations to
    complete the merger that CPLP receive a legal opinion from a
    nationally recognized law firm, which is expected to be Akin
    Gump Strauss Hauer & Feld LLP, and Crude receive a
    legal opinion from Sullivan & Cromwell LLP, to the
    effect that the merger should qualify as a
    reorganization within the meaning of
    Section 368(a) of the Internal Revenue Code of 1986, as
    amended (the Code). Provided that the merger
    qualifies as such, holders of Crude common stock generally will
    not recognize any gain or loss for United States federal income
    tax purposes on the exchange of their Crude common stock for
    CPLP common units pursuant to the merger, except for any gain or
    loss that may result from the receipt by such holders of cash
    instead of fractional CPLP common units.It is important to note that the United States federal income
    tax consequences described above may not apply to some holders
    of Crude common stock, including certain holders specifically
    referred to under Material United States Federal Income
    Tax Consequences to Crude Shareholders beginning on
    page 73. Your tax consequences will depend on your
    individual situation. Accordingly, we strongly urge you to
    consult your tax advisor for a full understanding of the tax
    consequences of the merger in your particular circumstances, as
    well as any tax consequences that may arise from the laws of any
    other taxing jurisdiction.Q:
    
    Where can I find more information about the companies?A:
    
    You can find more information about Crude and CPLP in the
    documents described under Where You Can Find More
    Information and Incorporation of Certain Documents
    by Reference on page 125 and on the website of each
    company at www.crudecarrierscorp.com for Crude and
    www.capitalpplp.com for CPLP. ix




---



##### Table of Contents



SUMMARY  This summary highlights selected information from this proxy
    statement/prospectus and may not contain all the information
    that is important to you. To understand the merger agreement and
    the proposed transaction fully and for a more complete
    description of the legal terms of the merger, you should
    carefully read this entire proxy statement/prospectus and the
    other documents to which CPLP refers you, including in
    particular the copies of the merger agreement and the opinion of
    Jefferies & Company, Inc. that are attached to this
    proxy statement/prospectus and incorporated by reference into
    this proxy statement/prospectus. Please see also Where You
    Can Find More Information and Incorporation of
    Certain Documents by Reference on page 125. CPLP has
    included page references parenthetically to direct you to a more
    complete description of many of the topics presented in this
    summary.
 The
    Companies (page 43)   Crude Carriers Corp.
     Capital Product Partners L.P.
 1




---



##### Table of Contents



Capital GP L.L.C.
     Poseidon Project Corp.
   Structure
    of the Proposed Transaction (page 44)      
    MergerCo will be merged with and into Crude, with Crude
    continuing as the surviving corporation, as a result of which
    Crude will become a wholly-owned subsidiary of CPLP; and
    each share of Crude common stock and Crude Class B stock
    will be automatically converted into the right to receive 1.56
    CPLP common units (the Crude exchange ratio).    
    Crudes amended and restated articles of incorporation and
    its amended and restated bylaws will be substantially in the
    forms attached as Annex B and Annex C to
    Appendix A of this proxy statement/prospectus;
    CPLPs current directors and one current member of the
    Crude Independent Committee, which will be Dimitris
    Christacopoulos, will be the directors of CPLP immediately after
    the effective time of the proposed transaction, and Evangelos M.
    Marinakis will continue to serve as Chairman of the Board of
    CPLP, as described in the section captioned The Proposed
    Transaction  Continuing Board and Management
    Positions beginning on page 71;
    CPLPs current officers will remain in their positions.
    There will be additional officers as described in the section
    captioned The Proposed Transaction  Continuing
    Board and Management Positions beginning on page 71;
    CPLPs current headquarters will be the combined
    companys headquarters; and
    CPLPs common units will continue to be listed and traded
    on Nasdaq under the trading symbol CPLP. As promptly
    as practicable following completion of the transaction, CPLP
    will cause all shares of Crude common stock to be delisted from
    the NYSE.
 2




---



##### Table of Contents



BEFORE
    THE PROPOSED TRANSACTION
    (as of June 30, 2011)
 3




---



##### Table of Contents



4




---



##### Table of Contents



5




---



##### Table of Contents



Recommendation
    to Crudes Shareholders (page 56)   Crudes
    Reasons for the Proposed Transaction (page 56)   Opinion
    of the Crude Independent Committees Financial Advisor
    (page 60)       Crude
    Special Meeting; Record Date; Required Vote
    (page 39)
 6




---



##### Table of Contents



Shares Owned
    by Directors and Executive Officers (page 71)   Interests
    of Certain Persons in the Proposed Transaction
    (page 71)   
 
  
    certain directors and officers of Crude are also directors
    and/or
    officers of CPLP, Capital GP, Capital Maritime and Capital Ship
    Management, including Evangelos M. Marinakis, who is the
    Chairman and Chief Executive Officer of Crude as well as the
    Chairman of the CPLP Board, a director of Capital Maritime and
    the Chief Executive Officer and President of Capital Maritime,
    Ioannis E. Lazaridis, who is the President of Crude as well as a
    director of CPLP and Capital Maritime, the Chief Executive
    Officer and Chief Financial Officer of Capital GP and the Chief
    Financial Officer of Capital Maritime and Gerasimos G.
    Kalogiratos, who is a director and the Chief Financial Officer
    of Crude as well as the Finance Director of Capital Maritime and
    the Investment Relations Officer of CPLP; 
 
  
    beneficial ownership by Crude directors and executive officers
    of CPLP common units, although no Crude director or executive
    officer owns more than 1.0% of the outstanding CPLP common units; 
 
  
    at the time the merger is consummated, the commencement of
    service on the CPLP Board by Dimitris Christacopoulos, a member
    of the Crude Board and Chairman of the Crude Independent
    Committee who was designated to assume this position by the
    Crude Board after the execution of the merger agreement and in
    accordance with the merger agreement; and 
 
  
    the lapsing of the vesting requirements relating to shares of
    Crude common stock held by members of the Crude Independent
    Committee, other than Dimitris Christacopoulos (who collectively
    hold, subject to vesting requirements, an aggregate of
    approximately 20,000 shares of Crude common stock, or the
    right to receive approximately 31,200 CPLP common units),
    immediately prior to the effective time of the merger. 
 
   
 M/V Cape
    Agamemnon Acquisition
 7




---



##### Table of Contents



Treatment
    of Crude Unvested Shares in the Proposed Transaction
    (page 84)   What
    Crude Shareholders Will Receive in the Proposed Transaction
    (page 44)   Conditions
    to Completion of the Proposed Transaction
    (page 95)   Termination
    of the Merger Agreement (page 96)    
    by mutual written consent of Crude and CPLP;
    by either Crude or CPLP upon written notice if:  
    the merger is not consummated by September 30, 2011;
    the merger is enjoined or otherwise prohibited by law;
    Crude fails to obtain the requisite approvals; or
    the other party materially breaches certain provisions of the
    merger agreement.
 8




---



##### Table of Contents




    by CPLP, upon written notice to Crude, in the event of a company
    change in recommendation;
    by Crude, upon written notice to CPLP, if Crude decides to
    accept a superior proposal (as defined in the merger agreement),
    as described in the merger agreement; or
    by CPLP, should any permanent injunction or court order
    (i) require or permit Crude to act or fail to act in a
    manner that would, in the absence of the injunction or court
    order, constitute a material violation of the non-solicitation
    provision of the merger agreement or (ii) reduce or
    otherwise limit the rights of CPLP, Capital GP or MergerCo in
    any material respect under such non-solicitation provision.   Termination
    Fees; Reimbursement of Expenses (page 96)     Acquisition
    Proposals and a Company Change in Recommendation
    (page 92)
 9




---



##### Table of Contents



Ownership
    of Combined Company after Completion of the Proposed Transaction
    (page 44)   Treatment
    of Existing Debt Facilities in the Proposed Transaction
    (page 72)    non-amortizing
 Material
    United States Federal Income Tax Consequences to Crude
    Shareholders (page 73)
 10




---



##### Table of Contents



Regulatory
    Matters (page 87)   Appraisal
    Rights of Dissenting Shareholders (page 124)   Risk
    Factors (page 22)   Listing
    and Trading of CPLP Common Units after Completion of the
    Proposed Transaction; Delisting of Crude Common Stock
    (page 71)   Comparison
    of Rights of Shareholders of Crude and Unitholders of CPLP
    (page 113)  day-to-day
 11




---



##### Table of Contents



Comparative
    Stock Prices and Dividends (page 98)    Crude Common

CPLP CommonShares

Units(NYSE)

(Nasdaq)30 consecutive trading day average ending May 4, 2011

$
14.05


$
10.8160 consecutive trading day average ending May 4, 2011

$
14.53


$
10.2690 consecutive trading day average ending May 4, 2011

$
15.10


$
10.11
 12




---



##### Table of Contents



SELECTED
    HISTORICAL CONSOLIDATED FINANCIAL DATA OF CPLP  Form 20-F Form 6-K
    Three MonthsEnded


Three Months


Year Ended


Year Ended


Year Ended


Year Ended


Year EndedMarch 31,


Ended


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,2011


March 31, 2010


2010(1)


2009(1)


2008(1)


2007(1)


2006(1)(Thousands of U.S. dollars, except net income per unit,
    distributions per unit and number of units)Income Statement Data:Revenues

$
21,425


$
32,333


$
113,562


$
134,519


$
147,617


$
98,730


$
33,976Revenues  related party


6,229



1,152



11,030















Total revenues


27,654



33,485



124,592



134,519



147,617



98,730



33,976Expenses:Voyage expenses(2)


735



1,793



7,009



3,993



5,981



6,238



3,103Vessel operating expenses  related parties(3)


7,048



7,171



30,261



30,830



26,193



12,958



1,319Vessel operating expenses(3)






482



1,034



2,204



5,682



7,894



6,891General and administrative expenses


1,292



630



3,506



2,876



2,817



1,477



Depreciation and amortization


8,117



7,712



31,464



30,685



26,581



16,759



4,819Total operating expenses


17,192



17,788



73,274



70,588



67,254



45,326



16,132Operating income


10,462



15,697



51,318



63,931



80,363



53,404



17,844Interest expense and finance costs


(8,225
)


(8,258
)


(33,259
)


(32,675
)


(26,631
)


(14,792
)


(6,510
)Loss on interest rate swap agreement






















(3,763
)


Interest and other income/(expense)


156



341



860



1,460



1,254



655



(65
)Net income

$
2,393


$
7,780


$
18,919


$
32,716


$
54,986


$
35,504


$
11,269
 13




---



##### Table of Contents



Three MonthsEnded


Three Months


Year Ended


Year Ended


Year Ended


Year Ended


Year EndedMarch 31,


Ended


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,2011


March 31, 2010


2010(1)


2009(1)


2008(1)


2007(1)


2006(1)(Thousands of U.S. dollars, except net income per unit,
    distributions per unit and number of units)Less:Net income attributable to Capital Maritime operations






1,005



983



3,491



4,219



13,933



11,269CPLPs net income


2,393



6,775



17,936



29,225



50,767



21,571



General partners interest in CPLPs net income


48



136



359



584



13,485



431



Limited partners interest in CPLPs net income


2,345



6,639



17,577



28,641



37,282



21,140



Net income allocable to limited partner per(4):Common unit (basic and diluted)


0.06



0.25



0.54



1.15



1.56



1.11



Subordinated unit (basic and diluted)














1.17



1.50



0.70



Total unit (basic and diluted)


0.06



0.25



0.54



1.15



1.54



0.95



Weighted-average units outstanding (basic and diluted):Common units


37,150,983



27,088,625



32,437,314



23,755,663



15,379,212



13,512,500



Subordinated units














1,061,488



8,805,522



8,805,522



Total units


37,150,983



27,088,625



32,437,314



24,817,151



24,184,734



22,318,022



Balance Sheet Data(at end of period):Vessels, net and under construction


699,222



695,995


$
707,339


$
703,707


$
750,815


$
569,223


$
262,972Total assets


752,944



762,078



758,252



760,928



821,907



608,627



276,666Total partners capital / shareholders equity(6)(7)


238,601



215,943



239,760



188,352



214,126



209,274



71,458Number of units/shares


38,720,594



31,733,396



38,720,594



25,323,623



25,323,623



22,773,492



5,700Common units


37,946,183



31,098,729



37,946,183



24,817,151



16,011,629



13,512,500



Subordinated units(5)


















8,805,522



8,805,522



General Partner units


774,411



634,667



774,411



506,472



506,472



455,470



Dividends declared per unit

$
0.2325


$
0.41


$
1.09


$
2.27


$
1.62


$
0.75



Cash Flow Data:Net cash provided by operating activities


11,249



11,404



50,051



72,562



76,956



55,475



11,725Net cash used in investing activities






(46,383
)


(79,202
)


(55,770
)


(270,003
)


(335,696
)


(197,391
)Net cash (used in) provided by / financing activities


(9,102
)


32,748



58,070



(56,389
)


216,277



298,901



186,898     (1)
    
    The amount of historical net income attributable to Capital
    Maritime operations for the following periods is excluded from
    the calculation of net income per unit attributable to
    CPLPs unitholders:  a)
    
    the year ended December 31, 2006,

b)
    
    the period from January 1, 2007 to April 3, 2007 for
    the vessels in CPLPs fleet at the time of its initial
    public offering,

c)
    
    the period from January 1, 2007 to September 23, 2007,
    March 26, 2008 and April 29, 2008 for the
    M/T Attikos,
    the M/T Amore Mio II and the M/T Aristofanis, respectively,

d)
    
    the years ended December 31, 2007 and 2008 and the period
    from January 1, 2009 to April 6, 2009 and
    April 12, 2009 for the M/T Agamemnon II and M/T Ayrton
    II, respectively,

e)
    
    the years ended December 31, 2007, 2008 and 2009 and for
    the period from January 1, 2010 to June 29, 2010 for
    the M/T Alkiviadis, and

f)
    
    the period from April 13, 2009 to December 31, 2009
    and from January 1, 2010 to February 28, 2010 for the
    M/T Atrotos. The results of operations of the vessels mentioned
    above are included in CPLPs income statements for the
    periods prior to their acquisitions by CPLP as these vessels
    were acquired from an entity under common control. However, such
    earnings for the periods prior to their acquisitions were not
    allocated to CPLPs unitholders and were not included in
    the cash available for distribution
 14




---



##### Table of Contents



calculation. Additionally, CPLP does not believe that a
    presentation of earnings per unit for periods prior to its
    initial public offering in 2007 would be meaningful to its
    investors as the vessels comprising its current fleet were
    either under construction or operated as part of Capital
    Maritimes fleet with different terms and conditions than
    those in place after their acquisition by CPLP.  (2)
    
    Vessel voyage expenses primarily consist of commissions, port
    expenses, canal dues and bunkers.(3)
    
    Since April 4, 2007, CPLPs vessel operating expenses
    have consisted primarily of management fees payable to Capital
    Ship Management Corp., its manager, who provides commercial and
    technical services such as crewing, repairs and maintenance,
    insurance, stores, spares and lubricants, as well as
    administrative services pursuant to management and
    administrative services agreements.(4)
    
    On January 1, 2009, CPLP retroactively adopted accounting
    guidance newly available at the time relating to the Application
    of the Two  Class Method and its application to
    Master Limited Partnerships which considers whether the
    incentive distributions of a master limited partnership
    represent a participating security when considered in the
    calculation of earnings per unit under the Two 
    Class Method. This guidance also considers whether the CPLP
    Partnership Agreement contains any contractual limitations
    concerning distributions to the incentive distribution rights
    that would impact the amount of earnings to allocate to the
    incentive distribution rights for each reporting period. In
    addition, since the issuance of the non-vested units as
    discussed in (7) below, CPLP has applied the
    Two  Class Method, which requires CPLP to
    allocate the portion of net income to non-vested units resulting
    in a reduction of net income available to common unitholders.(5)
    
    Following the early termination of the subordination period on
    February 14, 2009, all of CPLPs 8,805,522
    subordinated units converted into common units on a
    one-for-one
    basis. Please read Item 8: Financial
    Information  Termination of the Subordination
    Period to CPLPs financial statements included in
    CPLPs most recent 20-F, which is incorporated by reference
    to this proxy statement/prospectus, for additional information.(6)
    
    In February and August 2010 CPLP successfully completed two
    equity offerings of 6,281,578 and 6,052,254 common units,
    respectively, which include the partial exercise of the
    underwriters overallotment option of 481,578 and 552,254
    common units, respectively. During the same periods CPLP issued,
    in exchange for cash, 128,195 and 123,515 general partner units,
    respectively, to Capital GP, its general partner, pursuant to
    the terms of the CPLP Partnership Agreement which entitles
    Capital GP to maintain its 2% interest in CPLP.(7)
    
    On August 31, 2010, CPLP issued either directly or through
    Capital GP, its general partner, 795,200 units to the
    members of the CPLP Board, to all employees of Capital GP,
    CPLPs manager, Capital Maritime and certain key affiliates
    and other eligible persons.
 15




---



##### Table of Contents



SELECTED
    HISTORICAL CONSOLIDATED FINANCIAL DATA OF CRUDE  Form 20-F Form 6-K
    Period fromThree Months


Three Months


Year Ended


Year Ended


Year Ended


Year Ended


April 6, 2006Ended


Ended


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


(inception) toMarch 31, 2011


March 31, 2010


2010


2009


2008


2007


Dec. 31, 2006(Thousands of U.S. dollars, except net income/(loss) per
    share, dividends per share and number of shares)Statement of Operations Data:Revenues

$
12,831


$
7,620


$
55,882


$
16,870


$
39,166


$
24,665


$
15,017Expenses:Voyage expenses(1)


2,256



3,447



18,482



6,252



14,317



10,800



5,182Vessel voyage expenses  related party(1)


161



7



611















Vessel operating expenses(2)


3,559



852



9,152



2,457



2,351



2,243



1,292Vessel operating expenses  related party(2)


384



140



1,086



540



540



270



176General and administrative expenses


1,616



39



3,264







301







Vessel depreciation


4,005



899



11,317



3,357



3,356



3,356



2,238Other operating income










(1,286
)














Total operating expenses


11,981



5,384



42,626



12,606



20,865



16,669



8,888Operating income

$
850



2,236



13,256



4,264



18,301



7,996



6,129Interest expense and finance costs


(1,347
)


(113
)


(3,687
)


(530
)


(1,590
)


(3,132
)


(3,059
)Interest and other income/(expenses)


30



200



328



2



1



(18
)


(4
)Net income/(loss)

$
(467
)

$
2,323


$
9,897


$
3,736


$
16,712


$
4,846


$
3,066
 16




---



##### Table of Contents



Period fromThree Months


Three Months


Year Ended


Year Ended


Year Ended


Year Ended


April 6, 2006Ended


Ended


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


(inception) toMarch 31, 2011


March 31, 2010


2010


2009


2008


2007


Dec. 31, 2006(Thousands of U.S. dollars, except net income/(loss) per
    share, dividends per share and number of shares)Net income/(loss) per share (basic and diluted):

$
(0.03
)

$
0.53


$
0.76


$
1.77


$
7.94


$
2.30


$
1.97Weighted-average number of shares (basic and diluted):Common shares (basic and diluted)


13,500,000



2,250,000



10,726,027















Class B shares (basic and diluted)(3)


2,105,263



2,105,263



2,105,263



2,105,263



2,105,263



2,105,263



1,557,318Total shares (basic and diluted)


15,605,263



4,355,263



12,831,290



2,105,263



2,105,263



2,105,263



1,557,318Balance Sheet Data (at end of period):Vessels, net

$
388,964


$
191,785


$
392,969


$
76,238


$
79,595


$
82,951


$
86,307Total assets


414,063



287,911



418,297



81,260



82,174



88,413



89,150Total long-term debt including current portion


134,580







134,580



32,460



35,621



39,587



65,800Total shareholders equity(4)


272,889



281,250



277,620



46,860



43,124



26,412



21,566Number of common shares


13,899,400



13,500,000



13,894,400















Number of Class B shares(3)


2,105,263



2,105,263



2,105,263



2,105,263



2,105,263



2,105,263



2,105,263Total number of shares


16,004,663



15,605,263



15,999,663



2,105,263



2,105,263



2,105,263



2,105,263Dividends declared per share

$
0.30


$



$
0.70















Cash Flow Data:Net cash provided by operating activities

$
5,119


$
542


$
18,755


$
3,161


$
20,859


$
9,313


$
4,471Net cash used in investing activities






(184,574
)


(404,274
)














(88,545
)Net cash (used in) provided by / financing activities


(4,800
)


277,392



396,443



(3,161
)


(20,869
)


(9,310
)


84,082     (1)
    
    Voyage expenses primarily consist of commissions, port expenses,
    canal dues and bunkers. Vessel voyage expenses 
    related party includes commissions payable to Crudes
    manager, Capital Maritime.(2)
    
    Crudes vessel operating expenses consist primarily of crew
    costs, insurance, repairs and maintenance, stores, lubricants,
    spares and consumables, professional and legal fees and
    miscellaneous expenses. Vessel operating expenses 
    related party also includes management fees payable to
    Crudes manager.(3)
    
    Crude considers the issuance of shares of Class B stock as
    an equity recapitalization. Crude has used the
    2,105,263 shares of Class B stock in the calculation
    of net income per share for all the periods presented herein,
    with the exception of 2006 where the weighted-average number of
    shares of Class B stock outstanding during the year was
    used in the calculation.(4)
    
    On March 1, 2010, Crude adopted the Crude Equity Plan. On
    August 31, 2010, Crude issued 394,400 shares in the
    aggregate to the members of the Crude Board, all employees of
    the company, its manager, Capital Maritime, and certain key
    affiliates and other eligible persons. An additional
    5,000 shares were issued in March 2011.
 17




---



##### Table of Contents



SELECTED
    UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA    Form 20-F Form 6-K Form 20-F Form 6-K
    Three Months


Year EndedEnded


Dec. 31,March 31, 2011


2010(Thousands of U.S. dollars, except net income per unit,
    distributions per unit and number of units)Income Statement Data:Revenues

$
40,485


$
180,474Expenses:Voyage expenses


2,991



25,491Vessel voyage expenses  related party


161



611Vessel operating expenses


3,559



10,186Vessel operating expenses  related party


7,432



31,347General and administrative expenses


2,804



6,590Vessel depreciation


11,889



41,847Other operating income






(1,286
)Total operating expenses


28,836



114,786Operating income

$
11,649


$
65,688Interest expense and finance costs


(8,816
)


(34,685
)Interest and other income


186



1,188Net income

$
3,019


$
32,191
 18




---



##### Table of Contents



Three Months


Year EndedEnded


Dec. 31,March 31, 2011


2010(Thousands of U.S. dollars, except net income per unit,
    distributions per unit and number of units)Less:Net income attributable to Capital Maritime operations






983CPLPs net income

$
3,019


$
31,208General partners interest in CPLPs net income


60



624Limited partners interest in CPLPs net income


2,959



30,584Net income allocable to limited partner per:Common unit (basic and diluted)

$
0.05


$
0.58Weighted-average units outstanding (basic and diluted)(1):Common units


61,054,788



52,069,715Balance Sheet Data(at end of period):   At March 31, 2011Vessels, net


1,093,098Total assets


1,170,388Total partners capital


514,871Number of units(2)


63,687,869Common units


62,414,112General Partner units


1,273,757     (1)
    
    The pro forma weighted average number of common units, basic and
    diluted, presented in the unaudited pro forma condensed combined
    income statement for the three month period ended March 31,
    2011, and for the year ended December 31, 2010,
    respectively, include (i) CPLPs weighted average
    number of units for the three month period ended March 31,
    2011, and for the year ended December 31, 2010,
    respectively, (ii) Crudes weighted average number of
    shares of Crude common stock and Crude Class B stock for
    the three month period ended March 31, 2011, and for the
    year ended December 31, 2010, multiplied by the exchange
    ratio of 1.56 respectively, and (iii) the weighted average
    of 20,000 shares of Crude common stock representing awards,
    to a number of members of the Crude Independent Committee who
    are not designated by Crude to serve as members of the CPLP
    Board, whose vesting will be accelerated upon closing of the
    merger multiplied by the exchange ratio of 1.56. Please see the
    section captioned Comparative Historical and Pro Forma Per
    Share/Unit Data below.(2)
    
    The number of CPLP common units and CPLP general partner units
    have been calculated based on the units that would have been
    outstanding as of end of the periods presented after giving
    effect to the merger.
 19




---



##### Table of Contents



COMPARATIVE
    HISTORICAL AND PRO FORMA PER SHARE/UNIT DATA (1)
      CPLP
    Historical and Unaudited Pro Forma Common Unit Data
    Three MonthsEnded


Year EndedMarch 31, 2011


December 31, 2010Basic and Diluted Net Income Per Unit:CPLP historical

$
0.06


$
0.54CPLP pro forma combined

$
0.05


$
0.58Dividends Per Unit:CPLP historical

$
0.2325


$
1.09CPLP pro forma combined(1)

$
0.2325


$
1.09Book Value Per Unit at Period End:CPLP historical

$
6.16


$
6.19CPLP pro forma combined

$
8.08


$
N/A     (1)
    
    Pro forma combined distributions of $0.2325 and $1.09 per unit
    for the three month period ended March 31, 2011 and for the
    year ended December 31, 2010, respectively, are based on
    historical distributions paid by CPLP.
 20




---



##### Table of Contents



Crude
    Historical and Unaudited Pro Forma Common and Class B Share
    Data
    Three MonthsEnded


Year EndedMarch 31, 2011


December 31, 2010Net Income/(Loss) Per Share/Unit, Basic and Diluted:Crude historical per share

$
(0.03
)

$
0.76Crude pro forma equivalent per unit

$
0.08


$
0.90Dividends Per Share/Unit:Crude historical per share

$
0.30


$
0.70Crude pro forma equivalent per unit

$
0.36


$
1.70Book Value Per Share/Unit at Period End:Crude historical per share

$
17.05


$
17.35Crude pro forma equivalent per unit

$
12.60


$
N/A
 21




---



##### Table of Contents



RISK
    FACTORS  Investing in the CPLP common units involves risks, some of
    which are related to the merger agreement and the transactions
    contemplated therein. In considering whether to approve the
    merger agreement and the transactions contemplated by the merger
    agreement, including the merger, Crude shareholders should
    carefully consider the following information about these risks,
    as well as the other information included in or incorporated by
    reference into this proxy statement/prospectus, including
    CPLPs Annual Report on
    Form 20-F
    for the year ended December 31, 2010 and the extensive risk
    factors relating to the businesses of CPLP described therein
    beginning on page 8 thereof. The business of CPLP, as well
    as its financial condition and results of operations, could be
    materially adversely affected by any of these risks.
  CPLP also encourages you to read and consider the risk
    factors specific to Crudes businesses (that may also
    affect CPLP) described in Crudes Annual Report on
    Form 20-F
    for the year ended December 31, 2010 beginning on
    page 8 thereof.
  Please see Where You Can Find More Information
    and Incorporation of Certain Documents by Reference
    on pages 125 and 125, respectively, for information on
    where you can find the periodic reports and other documents CPLP
    and Crude have filed with or furnished to the SEC and which are
    incorporated into this proxy statement/prospectus by
    reference.
 RISKS
    RELATING TO THE PROPOSED TRANSACTION  Any
    delay in the completion of the proposed transaction may
    significantly reduce the benefits expected to be obtained from
    the proposed transaction or could adversely affect the market
    price of Crude common stock or CPLP common units or their future
    business and financial results, including the ability to
    maintain the current rate of Crude cash dividends and CPLP cash
    distributions.
        The
    market price of the CPLP common units may decline following
    completion of the proposed transaction.
   22




---



##### Table of Contents



Fluctuations
    in market prices may cause the value of the CPLP common units
    that you receive to be less than the value of your shares of
    Crude capital stock.
      CPLPs
    general partner and its other affiliates own a significant
    interest in CPLP and they have conflicts of interest and limited
    fiduciary and contractual duties, which may permit them to favor
    their own interests over the interests of holders of CPLP common
    units.
  day-to-day
    
    One of the executive officers of Capital GP and three of
    CPLPs current directors also serve as executive officers
    and/or
    directors of Capital Maritime;
    neither the CPLP Partnership Agreement nor any other agreement
    requires Capital GP or Capital Maritime or its affiliates to
    pursue a business strategy that favors CPLP or utilizes its
    assets, and Capital Maritimes officers and directors have
    a fiduciary duty to make decisions in the best interests of the
    shareholders of Capital Maritime, which may not be in the best
    interests of CPLP;
    Capital GP and the CPLP Board are allowed to take into account
    the interests of parties other than CPLP, such as Capital
    Maritime, in resolving conflicts of interest, which has the
    effect of limiting their fiduciary duties to CPLP unitholders; 23




---



##### Table of Contents




    Capital GP and CPLPs directors have limited their
    liabilities and reduced their fiduciary duties under the laws of
    the Republic of the Marshall Islands, while also restricting the
    remedies available to CPLP unitholders, and, as a result of
    purchasing CPLP units, unitholders are treated as having agreed
    to the modified standard of fiduciary duties and to certain
    actions that may be taken by Capital GP and CPLPs
    directors, all as set forth in the CPLP Partnership Agreement;
    Capital GP and the CPLP Board will be involved in determining
    the amount and timing of the combined companys asset
    purchases and sales, capital expenditures, borrowings, and
    issuances of additional partnership securities and reserves,
    each of which can affect the amount of cash that is available
    for distribution to CPLP unitholders;
    Capital GP may have substantial influence over the CPLP
    Boards decision to cause the combined company to borrow
    funds in order to permit the payment of cash distributions, even
    if the purpose or effect of the borrowing is to make incentive
    distributions;
    Capital GP is entitled to reimbursement of all reasonable costs
    incurred by it and its affiliates for CPLPs benefit;
    The CPLP Partnership Agreement does not restrict CPLP from
    paying Capital GP or its affiliates for any services rendered to
    the combined company or entering into additional contractual
    arrangements with any of these entities on the combined
    companys behalf provided that the terms of any such
    payment of arrangement are fair and reasonable; and
    Currently, Capital GP may exercise its right to call and
    purchase CPLPs outstanding units if it and its affiliates
    own more than 80% of the CPLP common units. If the merger and
    the transactions contemplated are consummated, Capital GP will
    continue to have such right after the effective time of the
    merger, provided that it and its affiliates own 90% of the CPLP
    common units.    The
    directors and officers of Crude may have interests that are in
    addition to, or differ from, the interests of Crude
    shareholders.
  and/or
    
    such directors and officers have the right to indemnification
    under the organizational documents of Crude and under the merger
    agreement;
    the vesting requirements relating to shares of Crude common
    stock held by members of the Crude Independent Committee, other
    than Dimitris Christacopoulos (who collectively hold, subject to
    vesting requirements, an aggregate of approximately
    20,000 shares of Crude common stock, or the right to
    receive approximately 31,200 CPLP common units), will lapse
    immediately prior to the effective time of the merger, and such
    shares will vest in full immediately prior to the effective time
    of the merger; 24




---



##### Table of Contents




    as designated by the Crude Board after execution of the merger
    agreement, and in accordance with the merger agreement, Dimitris
    Christacopoulos, the Chairman of the Crude Independent
    Committee, will commence service on the board of directors of
    the combined company at the time the merger is
    consummated; and
    certain Crude directors and executive officers own CPLP common
    units.    Crude
    shareholders and CPLP unitholders will experience a reduction in
    their percentage ownership and voting power with respect to
    their units as a result of the consummation of the proposed
    transaction. Crude shareholders will hold less than a majority
    of the common units of the combined company and may be
    outvoted.
    The
    proposed transaction may adversely affect the relationships of
    Crude or CPLP with their respective charterers, customers and
    suppliers, whether or not the proposed transaction is
    completed.
    
    delay, defer or cease purchasing services from or providing
    goods or services to Crude or CPLP;
    delay or defer other decisions concerning Crude or CPLP, or
    refuse to extend credit to Crude or CPLP;
    raise disputes under their business arrangements with Crude or
    CPLP or assert purported consent or change of control
    rights; or
    otherwise seek to change the terms on which they do business
    with Crude or CPLP.    The
    integration of Crude and CPLP following the proposed transaction
    will present challenges that may result in a decline in the
    anticipated potential benefits of the proposed
    transaction.
     25




---



##### Table of Contents



Crude
    and CPLP will incur significant costs in connection with the
    proposed transaction.
    The
    merger agreement contains provisions that could affect the
    decision of a third party considering making an alternative
    acquisition proposal to the proposed transaction.
       RISKS
    RELATING TO THE BUSINESS AND OPERATIONS OF THE COMBINED
    COMPANY  The
    recent global economic downturn may have a material adverse
    effect on the combined companys business, financial
    position, distributions and results of operations as well as on
    its ability to recharter its vessels at favorable
    rates.
   26




---



##### Table of Contents



Charter
    rates for tanker vessels are highly volatile and are currently
    near historically low levels and may further decrease in the
    future, which may adversely affect the combined companys
    earnings and ability to make cash distributions.
        The
    combined company may not be able to grow or to effectively
    manage its growth.
   27




---



##### Table of Contents




    capitalize on a potential recovery of the crude and product
    tanker market by fixing period charters for its vessels at
    attractive rates;
    identify businesses engaged in managing, operating or owning
    vessels for acquisitions or joint ventures;
    identify vessels
    and/or
    shipping companies for acquisitions;
    integrate any acquired businesses or vessels successfully with
    existing operations;
    hire, train and retain qualified personnel to manage, maintain
    and operate its growing business and fleet;
    identify additional new markets;
    improve operating and financial systems and controls;
    complete accretive transactions in the future; and
    access financing and obtain required financing for existing and
    new operations, including refinancing of existing indebtedness.      Following
    the acquisition of the Cape Agamemnon, CPLP will be exposed to
    various risks in the international drybulk shipping industry,
    which is cyclical and volatile.
 
   
      
    demand for and production of drybulk products;
    global and regional economic and political conditions;
    environmental and other regulatory developments; 28




---



##### Table of Contents




    the distance drybulk cargoes are to be moved by sea; and
    changes in seaborne and other transportation patterns.    
    the number of newbuild deliveries, which among other factors
    relates to the ability of shipyards to deliver newbuilds by
    contracted delivery dates and the ability of purchasers to
    finance such newbuilds;
    the scrapping rate of older vessels;
    port and canal congestion;
    the number of vessels that are in or out of service, including
    due to vessel casualties; and
    changes in environmental and other regulations that may limit
    the useful lives of vessels.    The
    Cape Agamemnon is currently chartered at rates that are at a
    substantial premium to the spot and period market, and the loss
    of this charter could result in a significant loss of expected
    future revenues and cash flows.
      
    the customer faces financial difficulties forcing it to declare
    bankruptcy or making it impossible for it to perform its
    obligations under the charter, including the payment of the
    agreed rates in a timely manner;
    the customer fails to make charter payments because of its
    financial inability, disagreements with the combined company or
    otherwise;
    the customer seeks to re-negotiate the terms of the charter
    agreement due to prevailing economic and market conditions;
    the customer exercises certain rights to terminate the charter;
    the customer terminates the charter because the combined company
    fails to comply with the terms of the charter, the vessel is
    lost or damaged beyond repair, there are serious deficiencies in
    the vessel or prolonged periods of off-hire, or the combined
    company defaults under the charter;
    a prolonged force majeure event affecting the customer,
    including war or political unrest prevents the combined company
    from performing services for that the; or 29




---



##### Table of Contents




    the customer terminates the charter because the combined company
    fails to comply with the safety and regulatory criteria of the
    charterer or the rules and regulations of various maritime
    organizations and bodies.    A
    negative change in the economic conditions in the United States,
    the European Union or the Asian region, especially in China,
    Japan or India, could reduce drybulk trade and demand, which
    could reduce charter rates and have a material adverse effect on
    the combined companys business, financial condition and
    results of operations.
    An
    oversupply of drybulk vessel capacity may lead to reductions in
    charter rates and profitability.
     30




---



##### Table of Contents



The
    international drybulk shipping industry is highly competitive,
    and as a new entrant in this industry with only one drybulk
    vessel in its fleet, the combined company may not be able to
    compete successfully for charters with established companies or
    other new entrants with greater resources, and it may not be
    able to successfully operate the vessel.
    The
    operation of drybulk vessels has certain unique operational
    risks, and failure to adequately maintain the Cape Agamemnon
    could have a material adverse effect on the combined
    companys business, financial condition and results of
    operations.
    The
    Crude vessels are managed under a floating fee management
    agreement, whereby Crude reimburses the manager for all expenses
    incurred in connection with the management of the vessels. An
    increase in operating costs could adversely affect the combined
    companys cash flows and financial condition and its
    ability to make cash distributions.
     31




---



##### Table of Contents



If the
    merger fails to qualify as a reorganization within
    the meaning of Section 368(a) of the Internal Revenue Code,
    Crude shareholders may be required to recognize gain or loss on
    the exchange of their shares of Crude common stock and
    Class B stock in the merger for United States federal
    income tax purposes.
    U.S.
    tax authorities could treat CPLP as a passive foreign
    investment company, which could have adverse United States
    federal income tax consequences to U.S. persons who hold CPLP
    common units.
     32




---



##### Table of Contents



CPLP
    may have to pay tax on United States source income, which would
    reduce earnings.
    day-to-day
   RISK
    RELATING TO FINANCING ACTIVITIES  The
    combined company will have incurred significant indebtedness,
    which could affect its ability to finance its operations, pursue
    desirable business opportunities or successfully run its
    business in the future, as well as its ability to make cash
    distributions. Any new or amended credit facilities the combined
    company enters into in order to refinance its debt will contain
    restrictive covenants, which may limit its business and
    financing activities, including its ability to make cash
    distributions.
      
    If future cash flows are insufficient, it may need to incur
    further indebtedness in order to make the capital expenditures
    and other expenses or investments planned by it. 33




---



##### Table of Contents




    If future cash flows are insufficient and the combined company
    is not able to service its debt or, when the
    non-amortizing
    period of its existing credit facilities expires (which is
    scheduled to occur as early as June 2012 in the case of the
    $370.0 million facility and in March 2013 for the
    $350.0 million and $25.0 million facilities), to
    refinance its existing indebtedness, its obligation to make
    principal payments under its credit facilities starting in
    September 2012 may force the combined company to take
    actions such as reducing or eliminating distributions, reducing
    or delaying business activities, acquisitions, investments or
    capital expenditures, selling assets, restructuring or
    refinancing its debt, or seeking additional equity capital or
    bankruptcy protection.
    Its indebtedness will have the general effect of reducing its
    flexibility to react to changing business and economic
    conditions insofar as they affect its financial condition and,
    therefore, may pose substantial risk to its unitholders.
    In the event that it is liquidated, any of its senior or
    subordinated creditors and any senior or subordinated creditors
    of its subsidiaries will be entitled to payment in full prior to
    any distributions to the holders of its CPLP common units.
    Crudes credit facility matures in 2015, and CPLPs
    2007, 2008 and 2011 credit facilities mature in 2017, 2018 and
    2018, respectively. The combined companys ability to
    secure additional financing prior to or after that time, if
    needed, may be substantially restricted by the existing level of
    the combined companys indebtedness and the restrictions
    contained in its debt instruments. Upon maturity, the combined
    company will be required to dedicate a substantial portion of
    its cash flow to the payment of such debt, which will reduce the
    amount of funds available for operations, capital expenditures
    and future business opportunities.    If the
    combined company defaults under its credit facilities, it could
    forfeit its rights in certain of its vessels and their charters
    and its ability to make cash distributions may be
    impaired.
       34




---



##### Table of Contents



If the
    combined company is in breach of any of the terms of its credit
    facilities, a significant portion of its obligations may become
    immediately due and payable and its lenders commitments to
    make further loans to it may terminate. It may also be unable to
    execute its business strategy or make cash
    distributions.
    Decreases
    in asset values due to circumstances outside of the combined
    companys control may limit its ability to refinance
    existing debt or make further draw-downs under existing credit
    facilities, which may limit the combined companys ability
    to purchase additional vessels or pay distributions in the
    future. In addition, if asset values continue to decrease
    significantly, the combined company may have to pre-pay part of
    its outstanding debt or provide additional security in order to
    remain in compliance with covenants under existing credit
    facilities.
    A
    limited number of financial institutions hold Crudes and
    CPLPs cash, including financial institutions located in
    Greece.
   35




---



##### Table of Contents



RISK
    RELATING TO CPLPs COMMON UNITS  CPLP
    cannot assure you that it will pay any
    distributions.
          Future
    sales of CPLP common units could cause the market price of CPLP
    common units to decline.
    CPLPs
    organization as a limited partnership under the laws of the
    Republic of the Marshall Islands may limit the ability of
    unitholders to protect their interests.
   36




---



##### Table of Contents



It may
    not be possible for investors to enforce U.S. judgments against
    CPLP.
   37




---



##### Table of Contents



SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS      
    statements relating to the benefits of the merger;
    statements containing projections of revenues, income (including
    income loss), earnings (including earnings loss) per share,
    capital expenditures, dividends, distributions, capital
    structure, or other financial items;
    statements of the plans and objectives of management for future
    operations, including plans or objectives relating to products
    or services;
    statements of future economic performance, including statements
    contained in discussion and analysis of financial condition by
    management or in results of operations;
    statements of assumptions underlying or relating to the
    foregoing;
    reports issued by an outside reviewer retained by CPLP or Crude,
    to the extent any such report assesses a forward-looking
    statement made by CPLP or Crude, as applicable; and
    statements containing a projection or estimate of any other item
    required by applicable regulations.    
    the factors described under the section captioned Risk
    Factors beginning on page 22;
    the ability to obtain the approval of the transaction by
    Crudes shareholders;
    the ability to satisfy other conditions to the transaction on
    the proposed terms and timeframe;
    the ability to realize the expected benefits to the degree, in
    the amounts or in the timeframe anticipated;
    the ability to integrate Crudes businesses with those of
    CPLP in a timely and cost-efficient manner;
    changes in demand and supply;
    a material decline in rates in the crude or product tanker
    markets;
    a material decline in asset values;
    changes in production of or demand for oil and petroleum
    products, generally or in particular regions;
    the ability to refinance existing indebtedness or the debt of
    Crude;
    changes in the ability to access debt and equity markets;
    greater than anticipated levels of tanker new building orders or
    lower than anticipated rates of tanker scrapping;
    changes in rules and regulations applicable to the tanker
    industry, including, without limitation, legislation adopted by
    international organizations such as the IMO and the European
    Union or by individual countries;
    actions taken by regulatory authorities; 38




---



##### Table of Contents




    changes in trading patterns significantly impacting overall
    tanker tonnage requirements;
    changes in the typical seasonal variations in tanker charter
    rates;
    changes in the cost of other modes of oil transportation;
    changes in oil transportation technology;
    increases in costs, including, without limitation, crew wages,
    insurance, provisions, repairs and maintenance;
    changes in general domestic and international political
    conditions;
    changes in the condition of Crudes or CPLPs vessels
    or applicable maintenance or regulatory standards (which may
    affect, among other things, the combined companys
    anticipated drydocking or maintenance and repair costs);
    changes in the itineraries of Crudes or CPLPs
    vessels;
    the fulfillment of the closing conditions under, or the
    execution of customary additional documentation for, CPLPs
    agreements to acquire vessels; and
    other factors listed from time to time in Crudes or
    CPLPs filings with the Securities and Exchange Commission,
    including, without limitation, their respective Annual Reports
    on
    Form 20-F
    for the year ended December 31, 2010 and their respective
    subsequent reports on
    Form 6-K.   39




---



##### Table of Contents



THE CRUDE
    SPECIAL MEETING General   Date,
    Time and Place   Purpose
    of the Crude Special Meeting    
    The Merger Proposal  a proposal to adopt the
    Agreement and Plan of Merger, dated as of May 5, 2011, by
    and among CPLP, Crude, Capital GP and MergerCo, and to approve
    the transactions contemplated thereby, including the merger,
    pursuant to which MergerCo will merge with and into Crude, as a
    result of which Crude will become a wholly-owned subsidiary of
    CPLP; and
    The Adjournment Proposal  a proposal to authorize the
    adjournment of the special meeting to a later date or dates, if
    necessary, to permit further solicitation and vote of proxies in
    the event there are insufficient votes for, or otherwise in
    connection with, the adoption of the Merger Proposal and the
    transactions contemplated thereby. Recommendation
    of Crude Independent Committee    
    has determined that the merger agreement and the transactions
    contemplated thereby, including the merger, are fair and
    reasonable to, and in the best interests of, the Unaffiliated
    Shareholders;
    recommended to the Crude Board that it declare the advisability
    of, and approve, the merger agreement and the transactions
    contemplated thereby, including the merger; and
    recommended to the Crude Board that it recommend that
    Crudes shareholders vote FOR the merger
    agreement and the transactions contemplated thereby, including
    the merger. Recommendation
    of Crude Board of Directors    
    has determined that the merger agreement and the transactions
    contemplated thereby, including the merger, are fair to and
    reasonable, and in the best interests of, Crude and its
    shareholders, including the Unaffiliated Shareholders;
    has adopted and approved the merger agreement and the
    transactions contemplated thereby, including the merger; and
    recommends that the holders of the outstanding shares of Crude
    common stock and the sole holder of all outstanding shares of
    Crude Class B stock vote FOR the Merger
    Proposal. 40




---



##### Table of Contents



Record
    Date; Who is Entitled to Vote     Quorum   Abstentions
    and Broker Non-Votes   Vote of
    Our Shareholders Required     Voting
    Your Shares   41




---



##### Table of Contents




    You can cause your shares to be voted by signing and returning
    the enclosed proxy card. If you submit your proxy card, your
    proxy, whose name is listed on the proxy card, will
    vote your shares as you instruct on the proxy card. If you sign
    and return the proxy card but do not give instructions on how to
    vote your shares, your shares will be voted, as recommended by
    our board, FOR the adoption of the Merger Proposal
    and the Adjournment Proposal. Votes received after a matter has
    been voted upon at the special meeting will not be counted.
    You can attend the special meeting and vote in person. We will
    give you a ballot when you arrive. However, if your shares are
    held in the name of your broker, bank or another nominee, you
    must get a proxy from the broker, bank or other nominee. That is
    the only way we can be sure that the broker, bank or nominee has
    not already voted your shares.  IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW
    YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE
    MERGER PROPOSAL AND THE ADJOURNMENT PROPOSAL.
 Revoking
    Your Proxy    
    you may send another proxy card with a later date;
    you may notify Crudes corporate secretary in writing
    before the special meeting that you have revoked your
    proxy; or
    you may attend the special meeting, revoke your proxy, and vote
    in person, as indicated above. No
    Additional Matters May Be Presented at the Special
    Meeting   Appraisal
    Rights   Proxies
    and Proxy and Consent Solicitation Costs  out-of-pocket
 42




---



##### Table of Contents



Crude
    Support Agreement   Representatives
    of Deloitte. Hadjipavlou, Sofianos & Cambanis
    S.A.   Who Can
    Answer Your Questions About Voting Your Shares  + 662-5200 +
 43




---



##### Table of Contents



THE
    PROPOSED TRANSACTION The
    Companies  Crude
    Carriers Corp.
        Capital
    Product Partners L.P.
        Capital
    GP L.L.C.
       44




---



##### Table of Contents



Poseidon
    Project Corp.
       Structure
    of the Proposed Transaction    
    On May 5, 2011, CPLP and Crude announced that they had
    entered into a merger agreement, pursuant to which MergerCo
    would merge with and into Crude, with the result of Crude
    becoming a wholly-owned subsidiary of CPLP.
    The transaction is structured as a unit for share transaction.
    The exchange ratio is 1.56 CPLP common units for each share of
    Crude common stock and Crude Class B stock, which equates
    to a value of $17.58 per share of Crude common stock and Crude
    Class B stock based on CPLPs closing unit price of
    $11.27 on May 4, 2011. The transaction is subject to
    customary closing conditions, including approval by a majority
    of the voting power of the shares of Crude common stock held by
    the Unaffiliated Shareholders.
    CPLP will become the sole parent of Crude and will continue to
    be structured as a limited partnership.
    In addition, on June 10, CPLP acquired from Capital
    Maritime 100% of the shares of capital stock of Patroklos Marine
    Corp. a corporation organized under the laws of the Republic of
    the Marshall Islands, that was the registered owner of the dry
    cargo vessel Cape Agamemnon for a total consideration of
    approximately $98.5 million, paid in a combination of CPLP
    common units and cash. CPLP issued 6,958,000 CPLP common units
    to Capital Maritime based on a $10.35 price per unit, as part of
    the consideration for the acquisition of the Cape Agamemnon, and
    paid approximately $26.5 million in cash.  
    Capital Maritime also made a capital contribution of
    approximately $1.5 million to Capital GP, which then made a
    capital contribution in the same amount to CPLP in exchange for
    142,000 general partnership interests in CPLP, so that Capital
    GP could maintain a 2% general partnership interest in CPLP.  
    Following completion of the merger, CPLP unitholders will own
    approximately 65% of the combined company, with Crude
    shareholders owning the remaining approximate 35% of the
    combined company (including 3,284,210 common units to be issued
    to CCIC). As a result of the merger, Capital Maritime, the owner
    of Capital GP, will own approximately 27.1% of the combined
    company, including ownership resulting from the general
    partnership interest in the combined company held by Capital GP
    and, collectively, Capital Maritime and CCIC would own
    approximately 31.7% of the combined company. Under the CPLP
    Partnership Agreement, Capital GP, which is owned by Capital
    Maritime, also has the right to contribute CPLP common units in
    return for general partner units in order to maintain a 2%
    general partner interest in CPLP. If the proposed transaction is
    consummated, shortly thereafter Capital GP expects to contribute
    approximately 499,346 CPLP common units in return for general
    partner units in order to maintain its 2% general partner
    interest.
    CPLPs current directors and one current member of the
    Crude Independent Committee, which will be Dimitris
    Christacopoulos, will be the directors of CPLP immediately after
    the effective time of the proposed transaction, and Evangelos M.
    Marinakis will continue to serve as Chairman of the CPLP Board.
    CPLPs current headquarters will serve as the headquarters
    of the combined company. 45




---



##### Table of Contents



Background
    of the Proposed Transaction             46




---



##### Table of Contents



47




---



##### Table of Contents



e-mail e-mail
     48




---



##### Table of Contents



49




---



##### Table of Contents



50




---



##### Table of Contents



51




---



##### Table of Contents



loan-to-value
  and/or
       52




---



##### Table of Contents



53




---



##### Table of Contents



e-mail
   54




---



##### Table of Contents



55




---



##### Table of Contents



56




---



##### Table of Contents




    determined that the merger agreement and the transactions
    contemplated thereby, including the merger, are fair and
    reasonable to, and in the best interests of, Crude and its
    shareholders, including the Unaffiliated Shareholders;
    adopted and approved the merger agreement and the transactions
    contemplated thereby, including the merger; and
    resolved to recommend to the Crude shareholders that they
    approve the merger agreement and the transactions contemplated
    thereby, including the merger.         Recommendation
    of the Crude Independent Committee and the Crude Board;
    Crudes Reasons for the Proposed Transaction The Crude
    Independent Committee     57




---



##### Table of Contents



Positive
    Factors
  
    The enhanced liquidity and greater cash flows of the combined
    company, which are expected to allow the combined company to
    maintain, and potentially further grow, its distributions to the
    combined companys unitholders, including former Crude
    shareholders.
    The combined companys enhanced ability to provide earnings
    and cash flow stability while also having greater potential to
    benefit from stronger crude and product tanker rates.
    The fact that the exchange ratio in the proposed transaction was
    determined based on the net asset values of Crude and CPLP and
    the dollar value of the exchange ratio represented an
    approximately 35% premium to Crudes share price on
    May 4, 2011 and an approximately 2.9% premium to
    Crudes net asset value per share.
    The combined companys improved balance sheet, financial
    flexibility and size, potentially improving its access to debt
    and equity capital markets and better enabling it to pursue
    growth opportunities while maintaining, and potentially further
    growing, its contemplated cash distribution target of $0.93 per
    unit annually.
    The Crude Independent Committees conclusion that the terms
    reflected by the exchange ratio and contained in the merger
    agreement represent the best economic terms that could be
    obtained from CPLP and would result in an approximately 35% pro
    forma ownership interest in CPLPs assets by current
    Unaffiliated Shareholders.
    The analyses and opinion of Jefferies, dated May 5, 2011,
    to the effect that, as of that date, and based upon and subject
    to the assumptions made, procedures followed, matters considered
    and limitations on the scope of the review undertaken by
    Jefferies set forth in its opinion, the Crude exchange ratio was
    fair, from a financial point of view, to the Unaffiliated
    Shareholders, as more fully described in the section captioned
    The Proposed Transaction  Opinion of the  Crude
    Independent Committees Financial Advisor beginning
    on page 60.
    The fact that the consideration to be paid to Crude shareholders
    was consistent with recent comparable transactions in the
    industry, thereby reinforcing the view that the merger
    consideration was appropriate.
    The Crude Independent Committees view that the merger is
    more favorable to the Unaffiliated Shareholders than the
    possible alternatives to the merger, including continuing to
    operate Crude as an independent publicly traded company in light
    of the limitations that Crude could face as a result of its
    capital structure, including its debt amortization obligations,
    or pursuing alternative transactions in light of CCICs
    intention, as conveyed to the Crude Independent Committee by the
    Crude Board, that it did not expect to support any reasonably
    foreseeable transaction with a third party other than CPLP, and
    the uncertainties surrounding the availability of future equity
    or debt financing in light of the current state of the tanker
    market.
    The fact that the combined company will have substantially
    larger, and more diversified, fleet of modern high specification
    vessels, comprised of two VLCCs, four Suezmaxes, 18 MR Product
    tankers, two smaller product tankers and one Capesize dry cargo
    vessel, with an average age (weighted by dwt) of 3.2 years,
    making it the youngest fleet among U.S. listed tanker
    companies as of May 5, 2011, and which will have a presence
    in both the crude oil and the petroleum product segments.
    The potential positive effects of the proposed transaction on
    existing businesses and customer relationships of the combined
    companies.
    The terms and conditions of the merger agreement, including:  
    the merger consideration and the exchange ratio payable to Crude
    shareholders; 58




---



##### Table of Contents




    the condition to consummation of the proposed transaction that
    the merger be approved by at least a majority of its
    Unaffiliated Shareholders;
    the limitations on the interim business operations of Crude and
    CPLP and the conditions to consummation of the proposed
    transaction;
    the terms regarding third party proposals and termination
    (including the potential reimbursement by CPLP of expenses in
    specified circumstances); and
    the requirement to amend certain provisions in the CPLP
    Partnership Agreement to cause the designation of a Crude
    Independent Committee member to the CPLP Board and to harmonize
    the rights of unitholders of the combined entity to that of the
    shareholders of Crude.  
    The fact that the exchange ratio was fixed and therefore the
    value of the consideration payable to Crude shareholders would
    increase in the event that the unit price of CPLP increased
    prior to closing.
    The structuring of the merger to qualify as a
    reorganization within the meaning of
    Section 368(a) of the Code, as in the event of
    qualification, holders of Crude common stock will generally not
    recognize gain or loss for United States federal income tax
    purposes.
    The relative market capitalization of Crude and CPLP and the
    expected capital structure of the combined company following the
    proposed transaction.
    The fact that CPLP unitholders receive Form 1099s and CPLP
    and Crude are both treated as corporations for United States
    federal income tax purposes, so Crude shareholders tax
    position would not change.
    The similarities between ownership of Crude common stock and
    CPLP common units, including, among other things, the fact that
    (i) Crude common stock and CPLP common units are both
    publicly traded on U.S. securities exchanges and
    (ii) Crude and CPLP both distribute available cash to its
    equityholders on a quarterly basis, and in the case of CPLP
    unitholders, such distributions are a contractual right under
    the CPLP Partnership Agreement. See Comparison of Rights
    of Shareholders of Crude and Unitholders of CPLP.  Negative
    Factors
  
    The fact that the exchange ratio was fixed and therefore the
    value of the consideration payable to Crude shareholders would
    decrease in the event that the unit price of CPLP decreased
    prior to closing.
    The fact that Crude shareholders will not be entitled to
    appraisal rights under the merger agreement or Marshall Islands
    law.
    The ownership by CCIC of 100% of the issued and outstanding
    shares of Crude Class B stock and by Mr. Marinakis of
    approximately 1% of Crudes outstanding common stock,
    representing approximately 49% of the voting power of all shares
    of outstanding Crude Class B stock and Crude common stock, taken
    together, which could negatively impact the interest of third
    parties in making alternative proposals that could be more
    favorable for Crude than the transactions contemplated by the
    merger agreement.
    The fact that the Crude Independent Committee did not solicit
    alternative proposals prior to executing the merger agreement
    (because no alternative proposals were likely to be obtained or,
    if obtained, successfully concluded) in light of CCICs
    stated unwillingness to approve a transaction with a third party
    other than CPLP.
    The risks and costs associated with the proposed transaction not
    being completed in a timely manner or at all, even if approved
    by Crudes shareholders.
    The risks and costs associated with diverting management and
    employee attention and resources for an extended period of time
    from other strategic opportunities and operational matters while
    working to implement the proposed transaction. 59




---



##### Table of Contents




    The potential adverse effects of the proposed transaction on
    existing business and customer relationships.
    Potential litigation arising from the merger agreement or the
    proposed transaction.
    The substantial transactional costs and expenses expected to be
    incurred by Crude, as well as by CPLP, in connection with the
    proposed transaction.
    Under the terms of the merger agreement, (i) Crude may not
    solicit other takeover proposals and (ii) Crude, in certain
    circumstances, may be required to pay CPLP a $9.0 million
    termination fee (representing 2.2% of the estimated transaction
    value), less previously paid expenses, if the merger agreement
    is terminated.
    Restrictions under the merger agreement on the conduct of
    Crudes business and its ability to pursue other strategic
    opportunities prior to the completion of the proposed
    transaction.
    The risk that, while the merger is expected to be completed,
    there can be no assurance that all conditions to the
    parties obligations to consummate the merger will be
    satisfied, and, as a result, it is possible that the merger may
    not be completed even if approved by Crudes shareholders.
    Risks relating to the overall economy, and more particularly the
    crude tanker shipping market, which has deteriorated in recent
    years and which may not recover. See the related risks described
    under the section captioned Risk Factors beginning
    on page 22.
    The risk that the combined company will be unable to refinance
    Crudes debt in a timely fashion, on acceptable terms, or
    at all. See the related risks described under the section
    captioned Risk Factors beginning on page 22.    
    Arms Length Negotiations.  The Crude
    Independent Committee engaged in arms length negotiations,
    with the assistance of independent legal and financial advisors,
    with the CPLP Conflicts Committee and its independent legal and
    financial advisors regarding the merger consideration and the
    other terms of the transaction and the merger agreement, which
    the Crude Independent Committee believes resulted in the
    transactions terms being more beneficial to the
    Unaffiliated Shareholders. The Crude Independent Committee and
    the CPLP Conflicts Committee took appropriate measures so that
    all discussions regarding the exchange ratio and valuations of
    the two companies were conducted between the two independent
    financial advisors or the Chairmen of the two committees, each
    of whom was an independent director. Furthermore, the
    substantive negotiations of the non-financial terms of the
    merger agreement were conducted directly between Akin Gump and
    Jones Day on behalf of their respective committee clients.
    Though the management of both Crude and CPLP provided the
    information necessary for the two committees and their
    respective financial and legal advisors to evaluate the proposed
    transaction, each of the committees deliberations were
    conducted without any members of management present.
    Committee Authority.  The Crude Independent
    Committee had the exclusive authority to negotiate the terms of
    the transaction on behalf of Crude, had no obligation to
    recommend the approval of the transaction and had the power to
    reject the proposed the transaction on behalf of Crude.
    Required Vote of Unaffiliated
    Shareholders.  The merger agreement requires, as a
    condition to the consummation of the transaction, that the
    merger be approved by the holders of a majority of the
    outstanding shares of Crude common stock held by the
    Unaffiliated Shareholders.
    Advisors.  The Crude Independent Committee
    received the advice and assistance of Jones Day, as its
    independent legal advisor, and Jefferies, as its independent
    financial advisor, which the Crude Independent Committee
    determined had no relationships that would compromise their
    independence. 60




---



##### Table of Contents




    Interests of the Committee.  All four members
    of the Crude Independent Committee, including the three members
    who participated in the deliberations regarding, and negotiated
    the terms of, the proposed transaction are independent Crude
    directors who are not affiliated with Capital Maritime, CCIC or
    any of their affiliates and are not employees of Crude or any of
    its affiliates. Other than the receipt of Crude board and
    committee fees and reimbursement of expenses, which are not
    contingent upon the consummation of the transaction or the Crude
    Independent Committees recommendation of the transaction,
    their indemnification and liability insurance rights under the
    merger agreement and the lapsing of transfer restrictions and
    forfeiture provisions with respect to restricted shares or
    options to purchase Crude common stock held by members of the
    Crude Independent Committee (other than the member who will be
    designated to the CPLP Board pursuant to the merger agreement)
    immediately prior to the merger, members of the Crude
    Independent Committee do not have an interest in the transaction
    different from that of Crude shareholders generally, including
    the Unaffiliated Shareholders. While the merger agreement
    provides that one member of the Crude Independent Committee will
    be designated as an independent director of the combined company
    following the completion of the transaction, the Crude
    Independent Committee was not aware prior to acting on the
    proposed transaction that such designation would occur.
    Furthermore, no decision had been made at that time as to which
    member of the Crude Independent Committee would be so designated.
    Recommendation Changes and Termination.  Under
    the terms of the merger agreement, the Crude Board, acting
    through or consistent with the recommendation of the Crude
    Independent Committee, may withdraw, modify or qualify its
    recommendation, or terminate the merger agreement, in certain
    circumstances as more fully described under The Merger
    Agreement  Acquisition Proposals and a Company Change
    in Recommendation.   The Crude
    Board of Directors      
    the unanimous determination and recommendation of the Crude
    Independent Committee; and
    the factors considered by the Crude Independent Committee as
    described in The Proposed Transaction 
    Recommendation of the Crude Independent Committee and the Crude
    Board of Directors; Crudes Reasons for the Proposed
    Transaction  The Crude Independent Committee,
    including the positive factors and potential benefits of the
    merger agreement and the merger, the risks and potentially
    negative factors relating to the merger agreement and the merger
    and the factors relating to procedural safeguards. 61




---



##### Table of Contents



FOR
  Opinion
    of the Crude Independent Committees Financial
    Advisor
    The full text of the written opinion of Jefferies, dated as
    of May 5, 2011, is attached hereto as
    Appendix B. Jefferies has consented to the inclusion
    of, and reference to, its opinion in this proxy
    statement/prospectus. The opinion sets forth, among other
    things, the assumptions made, procedures followed, matters
    considered and limitations on the scope of the review undertaken
    by Jefferies in rendering its opinion. Crude encourages its
    shareholders to read the opinion carefully and in its entirety.
    Jefferies opinion is directed to the Crude Independent
    Committee and addresses only the fairness, from a financial
    point of view and as of the date of the opinion, of the Crude
    exchange ratio to the Unaffiliated Shareholders. It does not
    address any other aspects of the merger and does not constitute
    a recommendation as to how any holder of Crude common stock or
    Crude Class B stock should vote on the merger or any matter
    related thereto. The summary of the opinion of Jefferies set
    forth below is qualified in its entirety by reference to the
    full text of the opinion.
    
    reviewed the merger agreement;
    reviewed certain publicly available financial and other
    information about Crude and CPLP;
    reviewed certain information furnished to Jefferies by the
    managements of Crude and CPLP, including financial forecasts and
    analyses, relating to the business, operations and prospects of
    Crude and CPLP, respectively;
    held discussions with members of senior managements of Crude and
    CPLP concerning the matters described in the prior two bullets;
    reviewed the share trading price history and valuation multiples
    for the Crude common stock and the CPLP common units and
    compared them with those of certain publicly traded companies
    that Jefferies deemed relevant;
    compared the proposed financial terms of the merger with the
    financial terms of certain other transactions that Jefferies
    deemed relevant; 62




---



##### Table of Contents




    reviewed the relative financial contributions of Crude and CPLP
    to the future performance of the combined company on a pro forma
    basis;
    reviewed certain third-party appraisals, each of which was as of
    March 31, 2011, furnished to Jefferies by CPLP with regard
    to the vessels owned by CPLP (the CPLP Appraisals),
    and certain third-party appraisals, each of which was as of
    March 31, 2011, furnished to Jefferies by Crude with regard
    to the vessels owned by Crude (the Crude Appraisals, and
    together with the CPLP Appraisals, the Appraisals);
    considered the potential pro forma impact of the merger; and
    conducted such other financial studies, analyses and
    investigations as Jefferies deemed appropriate.             63




---



##### Table of Contents



Transaction
    Overview   64




---



##### Table of Contents




    a premium of approximately 36.3% over the closing price per
    share of Crude common stock on May 2, 2011,
    a premium of approximately 39.8% over the closing price per
    share of Crude common stock on April 26, 2011 and
    a premium of approximately 16.6% over the closing price per
    share of Crude common stock on April 2, 2011. Crude
    Analysis  Adjusted
    Net Asset Value Analysis
    Selected
    Public Company Analysis
    Normal
    Corporate  Wet
  
    General Maritime Corporation
    Navios Maritime Acquisition Corporation
    Overseas Shipholding Group, Inc.
    Scorpio Tankers Inc.
    Teekay Corporation
    TORM A/S
    Tsakos Energy Navigation Limited  Yield-Oriented 
    Wet
  
    DHT Holdings, Inc.
    Frontline Ltd.
    Nordic American Tanker Shipping Limited
    Teekay Tankers Ltd. 65




---



##### Table of Contents



Yield-Oriented 
    MLP
  
    Golar LNG Partners L.P.
    Martin Midstream Partners L.P.
    Navios Maritime Partners L.P.
    Teekay LNG Partners L.P.
    Teekay Offshore Partners L.P.      
    
    the total enterprise value divided by estimated earnings before
    interest, taxes, depreciation and amortization, or EBITDA, for
    calendar year 2011, which is referred to as Enterprise
    Value/2011E EBITDA;
    the total enterprise value divided by estimated EBITDA for
    calendar year 2012, which is referred to as Enterprise
    Value/2012E EBITDA; and
    where estimated adjusted net asset values were available, the
    price per share divided by the adjusted net asset value per
    share, which is referred to as Price/Adjusted NAV.    Selected
    Public Company Multiples and Percentages
    Normal Corporate  Wet
  Benchmark

High


Low


Mean


MedianEnterprise Value/2011E EBITDA


22.6
x


10.0
x


14.9
x


14.1
xEnterprise Value/2012E EBITDA


12.4
x


7.8
x


10.1
x


9.9
xPrice/Adjusted NAV


234.1
%


50.9
%


122.2
%


102.0
%   Selected
    Company Multiples and Percentages
    Yield-Oriented  Wet
  Benchmark

High


Low


Mean


MedianEnterprise Value/2011E EBITDA


15.7
x


8.7
x


11.3
x


10.4
xEnterprise Value/2012E EBITDA


11.3
x


8.1
x


9.7
x


9.7
xPrice/Adjusted NAV


162.2
%


120.2
%


148.0
%


161.7
%  66




---



##### Table of Contents



Selected
    Company Multiples and Percentages
    Yield-Oriented  MLP
  Benchmark

High


Low


Mean


MedianEnterprise Value/2011E EBITDA


12.9
x


8.3
x


10.8
x


11.0
xEnterprise Value/2012E EBITDA


12.0
x


7.9
x


10.4
x


10.1
xPrice/Adjusted NAV


197.7
%


197.7
%


197.7
%


197.7
%     Selected
    Public Company Reference Ranges and Implied Price
    Ranges
  Implied PriceBenchmark

Reference Range


RangeEnterprise Value/2011E EBITDA


10.5x - 19.0
x

$
6.34 - $17.57Enterprise Value/2012E EBITDA


8.5x - 12.0
x

$
7.36 - $13.49Price/Adjusted NAV


90.0% - 110.0
%

$
15.38 - $18.79     Precedent
    Transactions Analysis
    Date Announced

Acquiror

TargetAugust 5, 2008

General Maritime Corporation

Arlington Tankers LimitedFebruary 29, 2008

Excel Maritime Carriers Ltd.

Quintana Maritime LimitedJuly 30, 2007

Bear Stearns Merchant Banking

MC Shipping Inc.April 17, 2007

Teekay Corporation and TORM A/S

OMI CorporationSeptember 25, 2006

Overseas Shipholding Group, Inc.

Maritrans Inc.    67




---



##### Table of Contents



Precedent
    Transactions Multiples
  Benchmark

High


Low


Mean


MedianEnterprise Value/LTM EBITDA


13.8
x


7.3
x


10.1
x


10.2x       Premiums
    Paid Analysis
      Premiums
    Paid Percentages
  75th





25thTime Period Prior to Announcement

High


Percentile


Median


Percentile


Low1 day


207.1
%


39.6
%


25.3
%


11.8
%


(4.1
%)1 week


298.7
%


47.3
%


29.5
%


13.0
%


(7.4
%)1 month


353.5
%


50.9
%


33.3
%


15.7
%


(4.4
%)     CPLP
    Analysis
  Adjusted
    NAV Analysis
   68




---



##### Table of Contents



Selected
    Public Company Analysis
    
    Enterprise Value/2011E EBITDA;
    Enterprise Value/2012E EBITDA;
    the estimated dividend yield for calendar year 2011, which is
    referred to as 2011E Dividend Yield; and
    the estimated dividend yield for calendar year 2012, which is
    referred to as 2012E Dividend Yield.    Selected
    Public Company Multiples and Percentages
    Normal Corporate  Wet
  Benchmark

High


Low


Mean


MedianEnterprise Value/2011E EBITDA


22.6
x


10.0
x


14.9
x


14.1
xEnterprise Value/2012E EBITDA


12.4
x


7.8
x


10.1
x


9.9
x2011E Dividend Yield


6.2
%


0.0
%


3.0
%


3.7
%2012E Dividend Yield


6.2
%


0.0
%


2.7
%


2.5
%   Selected
    Public Company Multiples and Percentages
    Yield-Oriented  Wet
  Benchmark

High


Low


Mean


MedianEnterprise Value/2011E EBITDA


15.7
x


8.7
x


11.3
x


10.4
xEnterprise Value/2012E EBITDA


11.3
x


8.1
x


9.7
x


9.7
x2011E Dividend Yield


11.0
%


3.3
%


7.3
%


7.4
%2012E Dividend Yield


10.1
%


5.2
%


8.1
%


8.6
%   Selected
    Public Company Multiples and Percentages
    Yield-Oriented  MLP
  Benchmark

High


Low


Mean


MedianEnterprise Value/2011E EBITDA


12.9
x


8.3
x


10.8
x


11.0
xEnterprise Value/2012E EBITDA


12.0
x


7.9
x


10.4
x


10.1
x2011E Dividend Yield


8.4
%


5.7
%


7.0
%


6.7
%2012E Dividend Yield


8.8
%


5.7
%


7.4
%


7.1
%    69




---



##### Table of Contents



Selected
    Public Company Reference Ranges and Implied Price
    Ranges
  Reference


Implied PriceBenchmark

Range


RangeEnterprise Value/2011E EBITDA


8.5x - 12.0
x

$
6.72 - $13.60Enterprise Value/2012E EBITDA


8.0x - 11.5
x

$
5.30 - $11.972011E Dividend Yield


6.5% - 8.0
%

$
11.63 - $14.312012E Dividend Yield


7.0% - 8.5
%

$
10.94 - $13.29     Implied
    Exchange Ratio Analysis
  Adjusted
    NAV Analysis
    Selected
    Public Company Analysis
  Enterprise Value/2011E EBITDA.
  Enterprise Value/2012E EBITDA.
 70




---



##### Table of Contents



Precedent
    Transaction Analysis
    Implied
    Historical Exchange Ratio Analysis
    Period

Implied Exchange RatioMay 3, 2011


1.144930-day
    average


1.258660-day
    average


1.398090-day
    average


1.4376120-day
    average


1.49221-year
    average


1.86541-year high


2.26061-year low


1.1091   Pro
    Forma Relative Contribution Analysis
   71




---



##### Table of Contents



Implied OwnershipMetric

(Crude / CPLP)2011E EBITDA(1)


17.6% / 82.4%2012E EBITDA


27.3% / 72.7%2013E EBITDA


32.2% / 67.8%2011E Operating Cash Flow(1)


20.9% / 79.1%2012E Operating Cash Flow


25.8% / 74.2%2013E Operating Cash Flow


28.7% / 71.3%Adjusted NAV


41.7% / 58.3%     (1)
    
    Estimated EBITDA and estimated operating cash flow for CPLP for
    2011 was adjusted to include a full year contribution from the
    Cape Agamemnon acquisition.  Other
    Factors
    General
      and/or
   72




---



##### Table of Contents



Interests
    of Crudes Directors and Executive Officers in the Proposed
    Transaction   
 
  
    certain directors and officers of Crude are also directors
    and/or
    officers of CPLP, Capital GP, Capital Maritime and Capital Ship
    Management, including Evangelos M. Marinakis, who is the
    Chairman and Chief Executive Officer of Crude as well as the
    Chairman of the CPLP Board, a director of Capital Maritime and
    the Chief Executive Officer and President of Capital Maritime,
    Ioannis E. Lazaridis, who is the President of Crude as well as a
    director of CPLP and Capital Maritime, the Chief Executive
    Officer and Chief Financial Officer of Capital GP and the Chief
    Financial Officer of Capital Maritime and Gerasimos G.
    Kalogiratos, who is a director and the Chief Financial Officer
    of Crude as well as the Finance Director of Capital Maritime and
    the Investment Relations Officer of CPLP; 
 
  
    beneficial ownership by Crude directors and executive officers
    of CPLP common units, although no Crude director or executive
    officer owns more than 1.0% of the outstanding, CPLP common
    units; 
 
  
    at the time the merger is consummated, the commencement of
    service on the CPLP Board by Dimitris Christacopoulos, a member
    of the Crude Board and Chairman of the Crude Independent
    Committee who was designated to assume this position by the
    Crude Board after the execution of the merger agreement and in
    accordance with the merger agreement; and 
 
  
    the lapsing of the vesting requirements relating to shares of
    Crude common stock held by members of the Crude Independent
    Committee, other than Dimitris Christacopoulos (who collectively
    hold, subject to vesting requirements, an aggregate of
    approximately 20,000 shares of Crude common stock, or the
    right to receive approximately 31,200 CPLP common units),
    immediately prior to the effective time of the merger. 
 
   
 Indemnification   Continuing
    Board and Management Positions   73




---



##### Table of Contents



Listing
    of CPLP Common Units; Deregistration and Delisting of Crude
    Common Stock     Distribution
    and Dividend Information               74




---



##### Table of Contents



Treatment
    of Existing Debt Facilities in the Proposed
    Transaction    non-amortizing
 Marshall
    Islands Tax Considerations   Material
    United States Federal Income Tax Consequences to Crude
    Shareholders    
    a holder who acquired shares of Crude common stock pursuant to
    the exercise of employee stock options or otherwise as
    compensation,
    a dealer in securities,
    a trader in securities that elects to use a
    mark-to-market
    method of accounting for securities holdings,
    a tax-exempt organization,
    a life insurance company,
    a person liable for alternative minimum tax,
    a person that, actually or constructively, owns or at any time
    owned 10% or more of the Crude common stock prior to the merger
    or that will own 5% or more of the CPLP common units after the
    merger,
    a person that holds shares of Crude common stock or CPLP common
    units as part of a straddle or a hedging or conversion
    transaction, 75




---



##### Table of Contents




    a U.S. expatriate,
    a U.S. Holder (as defined below) whose functional currency
    is not the U.S. dollar.        
    an individual citizen or resident of the United States for
    United States federal income tax purposes,
    a corporation (or other entity treated as a corporation for
    United States federal income tax purposes) created or organized
    in or under the laws of the United States, any U.S. state
    or the District of Columbia,
    an estate the income of which is subject to United States
    federal income taxation regardless of its source, or
    a trust which either (i) is subject to the primary
    supervision of a court within the United States and one or more
    United States persons have the authority to control all
    substantial decisions of the trust or (ii) has a valid
    election in effect under applicable United States Treasury
    regulations to be treated as a United States person.  Non-U.S. Holder
  This discussion does not address tax consequences that may
    vary with, or are contingent on, individual circumstances.
    Moreover, it only addresses United States federal income tax and
    does not address any non-income tax or any foreign, state or
    local tax consequences. You should consult your own tax advisors
    concerning the United States federal income tax consequences of
    the merger and the ownership of CPLP common units in light of
    your particular situation, as well as any consequences arising
    under the laws of any other taxing jurisdiction.
 Tax
    Characterization of CPLP and Crude  Form 1099-DIV.
   The
    Merger  General
    Tax Consequences of the Merger
   76




---



##### Table of Contents




    A U.S. Holder will not recognize any gain or loss upon
    receipt of CPLP common units in exchange for shares of Crude
    common stock in the merger, except with respect to cash received
    in lieu of fractional CPLP common units;
    A U.S. Holders aggregate basis in the CPLP common
    units received in the merger (including any fractional shares
    deemed received and redeemed as described below) will be equal
    to the U.S. Holders aggregate tax basis in the shares
    of Crude common stock surrendered; and
    A U.S. Holders holding period for the shares of CPLP
    common units received in the merger (including any fractional
    shares deemed received and redeemed as described below) will
    include the U.S. Holders holding period of the shares
    of Crude common stock surrendered.    Cash in
    Lieu of Fractional Units
    Non-U.S. Holder Non-U.S. Holders Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder
 77




---



##### Table of Contents



Non-U.S. Holder
  Certain
    PFIC Considerations Related to the Merger
    
    75% or more of its gross income for the taxable year consists of
    passive income (generally including dividends,
    interest, gains from the sale or exchange of investment property
    and rents and royalties other than rents and royalties which are
    received from unrelated parties in connection with the active
    conduct of a trade or business, as defined in applicable
    Treasury regulations); or
    at least 50% of its assets for the taxable year (averaged over
    the year and generally determined based upon value) produce or
    are held for the production of passive income.    mark-to-market
    Backup
    Withholding and Information Reporting on the Merger
    
    provides a correct taxpayer identification number and any other
    required information to the exchange agent, or
    is a corporation or comes within certain exempt categories and
    otherwise complies with applicable requirements of the backup
    withholding rules. 78




---



##### Table of Contents



Reporting
    Requirements in Respect of the Merger
   Ownership
    and Disposition of CPLP Common Units  Taxation
    of Distributions to U.S. Holders
    non-U.S. corporation
  121-day
   79




---



##### Table of Contents



Taxation
    of Distributions to
    Non-U.S.
    Holders
  Non-U.S. Holder Non-U.S. Holders Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder
  Taxation
    of Disposition of CPLP Common Units by U.S. Holders
    Taxation
    of Disposition of CPLP Common Units by
    Non-U.S.
    Holders
  Non-U.S. Holder Non-U.S. Holders Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder
  Certain
    PFIC Considerations Applicable to U.S. Holders
      
    75% or more of its gross income for the taxable year consists of
    passive income (generally including dividends,
    interest, gains from the sale or exchange of investment property
    and rents and royalties other than rents and royalties which are
    received from unrelated parties in connection with the active
    conduct of a trade or business, as defined in applicable
    Treasury regulations); or 80




---



##### Table of Contents




    at least 50% of its assets for the taxable year (averaged over
    the year and generally determined based upon value) produce or
    are held for the production of passive income.    Tidewater
    Inc. United States Tidewater
        mark-to-market mark-to-market
 81




---



##### Table of Contents



mark-to-market mark-to-market
  mark-to-market mark-to-market
 Medicare
    Tax   Backup
    Withholding and Information Reporting    
    dividend payments or other taxable distributions made to you
    within the United States, and
    the payment of proceeds to you from the sale of CPLP common
    units effected at a U.S. office of a broker.    
    fails to provide an accurate taxpayer identification number,
    is notified by the IRS that you have failed to report all
    interest and dividends required to be shown on your federal
    income tax returns, or
    in certain circumstances, fails to comply with applicable
    certification requirements.  Non-U.S. Holder,
  
    dividend payments made to you outside the United States by CPLP
    or another
    non-U.S. payor, and 82




---



##### Table of Contents




    other dividend payments and the payment of the proceeds from the
    sale of CPLP common units effected at a U.S. office of a
    broker, as long as the income associated with such payments is
    otherwise exempt from United States federal income tax, and:  
    the payor or broker does not have actual knowledge or reason to
    know that you are a U.S. person and you have furnished the
    payor or broker:  
    an IRS
    Form W-8BEN
    or an acceptable substitute form upon which you certify, under
    penalties of perjury, that you are a
    non-United
    States person, or
    other documentation upon which it may rely to treat the payments
    as made to a
    non-United
    States person in accordance with U.S. Treasury
    regulations, or  
    you otherwise establish an exemption.    
    the proceeds are transferred to an account maintained by you in
    the United States,
    the payment of proceeds or the confirmation of the sale is
    mailed to you at a U.S. address, or
    the sale has some other specified connection with the United
    States as provided in U.S. Treasury regulations,      
    a U.S. person,
    a controlled foreign corporation for U.S. tax purposes,
    a foreign person 50% or more of whose gross income is
    effectively connected with the conduct of a U.S. trade or
    business for a specified three-year period, or
    a foreign partnership, if at any time during its tax year:  
    one or more of its partners are U.S. persons,
    as defined in United States Treasury regulations, who in the
    aggregate hold more than 50% of the income or capital interest
    in the partnership, or
    such foreign partnership is engaged in the conduct of a
    U.S. trade or business,      Information
    with Respect to Foreign Financial Assets
  non-U.S. persons,
 83




---



##### Table of Contents



non-U.S. issuers
 United
    States Federal Income Tax Considerations Relating to
    CPLP  Election
    to be Taxed as a Corporation
    Taxation
    of Operating Income
    non-U.S. destinations
    The
    Section 883 Exemption and the Taxation of Operating
    Income
  non-U.S. corporation
    
    CPLP is organized in a jurisdiction outside the United States
    that grants an equivalent exemption from tax to corporations
    organized in the United States (an Equivalent
    Exemption);
    CPLP satisfies the Publicly Traded Test (as
    described below); and
    CPLP meets certain substantiation, reporting and other
    requirements. 84




---



##### Table of Contents



non-U.S. corporation non-U.S. corporation non-U.S. corporation non-U.S. corporation
         85




---



##### Table of Contents



Taxation
    of Operating Income in the Absence of the Section 883
    Exemption
        Taxation
    of Gain on the Sale of Vessel
   Accounting
    Treatment   86




---



##### Table of Contents



Principal
    Corporate Offices   Executive
    Compensation Arrangements   Treatment
    of Crude Unvested Shares in the Proposed Transaction       Resale of
    CPLP Common Units    This proxy statement/prospectus does not cover any resale of
    CPLP common units received in the proposed transaction by any
    person that may be deemed to be an affiliate of CPLP or
    Crude.
 87




---



##### Table of Contents



SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
    DIRECTORS AND EXECUTIVE OFFICERS   Security
    Ownership of Certain Beneficial Owners, Directors and Executive
    Officers of Crude      Shares of











Percentage ofCommon


Percentage of


Shares of


Percentage of


Total CommonStock


Total Common


Class B Stock


Total Class B


and Class BName of Beneficial Owner

Owned


Stock Owned


Owned


Stock Owned


Stock OwnedAll executive officers and directors as a group
    (10 persons) (1)(2)(3)


154,000



1.11
%


2,105,163



100
%


14.11
%Ameriprise Financial Inc. and Columbia Management Investment
    Advisers, LLC (4)


1,615,064



11.62
%


0



0
%


10.09
%Bank of America Corporation, Bank of America, NA and Merrill
    Lynch, Pierce, Fenner & Smith, Inc. (5)


1,043,453



7.51
%


0



0
%


6.52
%TIAA-CREF Investment Management LLC and Teachers Advisors, Inc.
    (6)


906,928



6.52
%


0



0
%


5.67
%Kayne Anderson Capital Advisors, L.P. and Richard A. Kayne (7)


726,570



5.23
%


0



0



4.54
%     (1)
    
    Other than Crudes Chairman, who owns 145,000 shares
    of Crude common stock, representing a 1.04% ownership of Crude
    common stock, no member of the Crude Board nor any executive
    officers own shares of Crude common stock in a number
    representing more than 1.00% of the outstanding shares of Crude
    common stock.(2)
    
    The Marinakis family, including Crudes Chairman,
    Mr. Marinakis, through its ownership of CCIC, may be deemed
    to beneficially own, or to have beneficially owned, the Crude
    Class B stock held by CCIC. Mr. Marinakis also
    directly owns Crude common stock, as described in note (1).(3)
    
    Shares of Crude common stock were issued to all members of the
    Crude Board and certain executive officers in August 2010 (March
    2011 in the case of one newly elected director at the time)
    under the terms of the Crude Equity Plan, which they may be
    deemed to beneficially own, or to have beneficially owned.(4)
    
    This information is based on Amendment No. 2 to the
    Schedule 13G filed with the SEC jointly by Ameriprise
    Financial Inc. and Columbia Management Investment Advisers, LLC,
    on May 10, 2011. 88




---



##### Table of Contents



(5)
    
    This information is based on the Schedule 13G filed with
    the SEC jointly by Bank of America Corporation, Bank of America,
    NA and Merrill Lynch, Pierce, Fenner & Smith, Inc. on
    February 14, 2011.(6)
    
    This information is based on the Schedule 13G filed with
    the SEC jointly by TIAA-CREF Investment Management LLC and
    Teachers Advisors, Inc. on February 11, 2011.(7)
    
    This information is based on the Schedule 13G filed with
    the SEC jointly by Kayne Anderson Capital Advisors, L.P. and
    Richard A. Kayne on June 8, 2011.    Support
    Agreement
   REGULATORY
    MATTERS   THE
    MERGER AGREEMENT      
    may not be intended as statements of fact, but rather as a way
    of allocating the risk between the parties in the event the
    statements therein prove to be inaccurate;
    have been qualified by certain disclosures that modify, qualify
    or create exceptions to such representations and warranties and
    that were made between the parties in connection with the
    negotiation of the merger agreement, which disclosures are not
    reflected in the merger agreement itself; and 89




---



##### Table of Contents




    may apply standards of materiality in a way that is different
    from what may be viewed as material by you or other investors.     Terms of
    the Merger; Merger Consideration    The Wall
    Street Journal
 Completion
    of the Merger     Exchange
    of Shares in the Merger     90




---



##### Table of Contents



Treatment
    of Crude Equity Awards  Stock-Based Awards.
  Crudes 2010 Equity Incentive Plan.
 Dissenters
    Rights   Conduct
    of Business   91




---



##### Table of Contents




    (i) declaring or paying any special or extraordinary
    distributions (in the case of CPLP only); (ii) splitting,
    combining or reclassifying its common stock, Class B stock
    or common units, as applicable; or (iii) repurchasing,
    redeeming or otherwise acquiring any of its equity securities;
    issuing, delivering, selling, pledging or otherwise disposing of
    its equity securities, other voting securities or equity
    interests;
    amending its charter, bylaws or equivalent organizational
    documents in a manner materially adverse to the equityholders of
    the other party;
    merging or consolidating, or selling all or substantially all of
    its assets;
    making any change in financial or tax accounting methods, except
    as required by a change in GAAP; or
    agreeing or committing to do any of the foregoing.    
    declaring or paying any dividend greater than a $0.25 per share
    dividend for each of the quarter ended March 31, 2011 and
    the quarter ending June 30, 2011 or any dividend for any
    period ending after June 30, 2011;
    incurring or committing to any capital expenditures or any
    obligations or liabilities to unaffiliated third parties
    relating to the construction of any vessel, acquiring any
    vessel, or disposing of any vessel; or
    incurring any indebtedness or becoming responsible for the
    indebtedness of another person, issuing or selling debt
    securities, or entering any agreement to maintain the financial
    condition of another person, except for (i) additional
    borrowings under existing loan agreements and refinancing or
    replacement of such agreements or obligations thereunder or
    (ii) borrowings of up to $2.0 million principal amount
    of indebtedness under short-term facilities in the aggregate. Representations
    and Warranties    
    organization, standing, corporate power and subsidiaries;
    capital structure;
    authority with respect to the execution and delivery of the
    merger agreement and the due and valid execution, delivery and
    enforceability of the merger agreement;
    absence of conflicts with, or violations of, organizational
    documents, other contracts and applicable laws;
    SEC documents, financial statements, internal controls and
    disclosure controls and procedures;
    status as a foreign private issuer (as defined in
    the Securities Act);
    compliance with the Foreign Corrupt Practices Act;
    absence of undisclosed liabilities; 92




---



##### Table of Contents




    absence of certain changes and events from December 31,
    2010 to the date of execution of the merger agreement;
    absence of certain litigation;
    compliance with applicable laws and permits;
    material contracts;
    maintenance of insurance;
    environmental matters;
    employee benefit plans;
    vessels, including flagging and chartering;
    inapplicability of takeover laws and dissent rights (except for
    dissent rights available to holders of Crude Class B stock);
    opinions of financial advisors;
    approvals of the committees of independent directors and boards
    of directors of CPLP and Crude;
    brokers fees payable in connection with the merger;
    tax matters;
    collective bargaining agreement;
    regulation as an investment company;
    export and sanctions laws; and
    accuracy of information supplied or to be supplied for use in
    this proxy statement/prospectus.      
    circumstances affecting the shipping or shipbuilding and repair
    industries generally, or in any region in which such party
    operates (unless such condition is disproportionately adverse as
    compared to others in the shipping industry or geographic
    region);
    any general market, economic, financial or political conditions,
    or outbreak or hostilities or war, in the United States or
    elsewhere (unless such condition is disproportionately adverse
    as compared to others in the shipping industry or geographic
    region);
    changes in law or changes in GAAP (unless such condition is
    disproportionately adverse as compared to others in the shipping
    industry or geographic region); 93




---



##### Table of Contents




    earthquakes, hurricanes, floods, volcanic eruptions or other
    natural disasters (unless such condition is disproportionately
    adverse as compared to others in the shipping industry or
    geographic region);
    any failure of such party to meet any internal or external
    projections, forecasts or estimates of revenue or earnings for
    any period (however, any change or failure will not prevent or
    affect a determination that the event, circumstance, change,
    development, violation, inaccuracy, effect or other matter
    underlying such change or failure has resulted in, or
    contributed to, a material adverse effect);
    changes in the market price or trading volume of Crude common
    stock or CPLP common units (however, any change or failure will
    not prevent or affect a determination that the event,
    circumstance, change, development, violation, inaccuracy, effect
    or other matter underlying such change or failure has resulted
    in, or contributed to, a material adverse effect); or
    the entry into, announcement or pendency of the merger agreement
    or the matters contemplated by the merger agreement or the
    compliance by any party with the provisions of the merger
    agreement (other than with respect to an acquisition proposal or
    a company change in recommendation, both as defined below) or
    any action taken or omitted to be taken by the such party at the
    written request or with the prior written consent of the other
    party (except that this exclusion does not apply to that portion
    of any representation or warranty that expressly address the
    foregoing). Efforts
    to Obtain Required Shareholder Votes   Acquisition
    Proposals and a Company Change in Recommendation     94




---



##### Table of Contents



and/or
         Efforts
    to Complete the Merger   95




---



##### Table of Contents



Governance
    Matters after the Merger    
    modify the ability of Capital GP to acquire the remaining
    outstanding units of any class of CPLP units held by all
    unitholders other than Capital GP or its affiliates if Capital
    GP or its affiliates hold at least 80% of all such units in such
    class, so that such right is triggered at 90% instead of
    80%; and
    provide that the CPLP Board will consist of eight members.   Other
    Covenants and Agreements    
    cooperation between Crude and CPLP in the preparation of this
    proxy statement/prospectus;
    cooperation between Crude and CPLP in connection with public
    announcements;
    confidentiality and access by each party to certain information
    about the other party during the period prior to the effective
    time;
    Crudes delivery of a list of affiliates under
    Rule 145 of the Securities Act and its use of its
    commercially reasonable best efforts to cause such persons not
    to sell any securities received under the merger in violation of
    registration requirements of the Securities Act;
    any action that would subject the transactions contemplated to
    the merger agreement to takeover laws;
    CPLPs use of its commercially reasonable best effort to
    ensure that the CPLP common units to be issued in the merger are
    authorized for listing on the Nasdaq;
    cooperation between Crude and CPLP to obtain all material
    consents and approvals necessary to consummate the merger;
    each partys notification of the other party of facts and
    circumstances reasonably likely to result in a material adverse
    effect or material breach or failure of a condition of the
    merger agreement;
    Crudes consultation with Capital GP regarding the
    declaration and payment of distributions and dividends in
    respect of Crude common stock so that no applicable unitholder
    of CPLP will receive two distributions, or fail to receive on
    distribution, for a calendar quarter with respect to the merger
    consideration received by such shareholder;
    entry into an amended CPLP Omnibus Agreement to contain terms
    similar to Crudes business opportunities agreement,
    including the parties negotiation in good faith of reasonable
    time periods pursuant to which CPLP may elect to pursue certain
    business opportunities;
    each partys use of its commercially reasonable best
    efforts to cause the merger to qualify as a reorganization
    within the meaning of the Code; and 96




---



##### Table of Contents




    MergerCos adoption of the merger agreement. Conditions
    to Completion of the Proposed Transaction    
    adoption of the merger agreement by the affirmative vote of
    (i) the holders of a majority of the voting power of
    outstanding shares of Crude common stock and Crude Class B
    stock, voting together as a class, (ii) the holders of a
    majority of the voting power of outstanding shares of Crude
    Class B stock, voting separately, and (iii) the
    holders of a majority of the voting power of the outstanding
    shares of Crude common stock that are held by the Unaffiliated
    Shareholders, voting separately;
    all filings required to be made prior to the effective time, and
    all other consents, approvals, permits and authorizations
    required to be obtained prior to the effective time from any
    governmental authority in connection with the merger agreement
    shall have been made or obtained (except for any approvals the
    failure of which to obtain would not constitute a material
    adverse effect on Crude or CPLP);
    absence of any action, proceeding, investigation order, decree
    or injunction of any court or agency that enjoins, prohibits or
    makes illegal the consummation of the merger or the other
    transactions contemplated by the merger agreement;
    all consents shall have been obtained and are in full force and
    effect (except for any consent the failure of which to obtain
    would not constitute a material adverse effect on Crude or CPLP);
    effectiveness of the registration statement of which this proxy
    statement/prospectus forms a part and the absence of a stop
    order or proceedings threatened or initiated by the SEC for that
    purpose;
    receipt of tax opinions regarding the treatment of the merger as
    a reorganization within the meaning of
    Section 368(a) of the Code;
    authorization for the listing on the Nasdaq of the CPLP common
    units to be issued to Crude shareholders pursuant to the merger,
    subject to official notice of issuance; and
    effectiveness of the amendments to the CPLP Partnership
    Agreement and the CPLP Omnibus Agreement.    
    (i) the representations and warranties of the other party
    related to organization, standing and corporate power; capital
    structure; authority with respect to execution and delivery of
    the merger agreement; and absence of certain changes or events
    since December 31, 2010 will be true and correct (other
    than any inaccuracies that are de minimis in the aggregate) as
    of the date of the merger agreement and as of the date of the
    closing of the transactions contemplated by the merger agreement
    as though made on and as of that date (except to the extent that
    such representations and warranties speak as of another date, in
    which case such representations and warranties shall be so true
    and correct as of such other date), and (ii) each of the
    other representations and warranties of such party set forth in
    the merger agreement (disregarding for this purpose all
    qualifications and exceptions contained therein relating to
    materiality or material adverse effect), shall be true and
    correct as of the date of the merger agreement and as of the
    date of the closing of the transactions contemplated by the
    merger agreement as though made on and as of that date (except
    to the extent that such representations and warranties speak as
    of another date, in which case such representations and
    warranties shall be so true and correct as of such other date),
    except as would not constitute a material adverse effect on such
    party;
    each of the agreements and covenants to be performed and
    complied with by the other party pursuant to the merger
    agreement has been performed and complied with in all material
    respects; and 97




---



##### Table of Contents




    each party shall have received a certificate executed by the
    other partys chief executive officer as to the
    satisfaction of the conditions described in the preceding two
    bullets. Termination
    of the Merger Agreement    
    by mutual written consent of Crude and CPLP;
    by either Crude or CPLP upon written notice if:  
    the merger is not consummated by the termination date, provided
    that no party may terminate the merger agreement if such
    partys failure to fulfill any material obligation under
    the merger agreement or other material breach of the merger
    agreement has been the primary cause of, or resulted in, the
    failure to close by the termination date;
    any governmental authority has issued a final, non-appealable
    order prohibiting the consummation of the merger or the merger
    becomes illegal, provided that the terminating party is not in
    breach of the merger agreement;
    Crude fails to obtain the requisite shareholder approvals,
    provided that, in the case of termination by Crude, Crudes
    material breach of the merger agreement did not cause the
    failure to obtain approval;
    there is a material breach of or inaccuracy in any of the
    representations or warranties on the part of the other party
    that is not cured within 30 days following written notice
    or cannot be cured and the terminating party is not then in
    material breach of any representation, warranty, covenant or
    other agreement contained in the merger agreement;
    provided, however, that no party will have the
    right to terminate the merger agreement pursuant to this section
    unless the breach or inaccuracy of a representation or warranty,
    together with all other such breaches or inaccuracies, would
    entitle the party receiving such representation not to
    consummate the transactions contemplated by the merger agreement
    due to a failure of a condition;
    there is a material breach of any covenant or agreement on the
    part of the other party that is not cured within 30 days
    following written notice or cannot be cured and the terminating
    party is not then in material breach of any representation,
    warranty, covenant or other agreement contained in the merger
    agreement; provided, however, that no party will
    have the right to terminate the merger agreement pursuant to
    this section unless the breach of covenants or agreement,
    together with all other such breaches, would entitle the party
    receiving such representation not to consummate the transactions
    contemplated by the merger agreement due to a failure of a
    condition;  
    by CPLP, upon written notice to Crude, in the event of a company
    change in recommendation;
    by Crude, upon written notice to CPLP, if after the date of the
    merger agreement but prior to obtaining approval of the
    shareholders of Crude, Crude receives an acquisition proposal
    that it determines in good faith is a superior proposal and
    makes a company change in recommendation, Crude has not
    intentionally breached the non-solicitation covenant, and the
    Crude Board concurrently approves and Crude concurrently enters
    into a definitive agreement with respect to the superior
    proposal and pays the termination fee described in the section
    captioned Termination Fees and Reimbursement of
    Expenses; or
    by CPLP should any permanent injunction or court order
    (i) require or permit Crude, its subsidiaries or its
    representatives to act or fail to act in a manner that would, in
    the absence of the injunction or court order, constitute a
    material violation of the non-solicitation provision of the
    merger agreement or (ii) reduce or otherwise limit the
    rights of CPLP, Capital GP or MergerCo in any material respect
    under such non-solicitation provision. 98




---



##### Table of Contents



Termination
    Fees and Reimbursement of Expenses  provided however
      
    the merger agreement is terminated by CPLP because the Crude
    Board made a company change in recommendation or Crude
    terminates the agreement to enter into a definitive agreement
    with respect to a superior proposal; or
    (i) an acquisition proposal is publicly proposed by any
    person and is not withdrawn prior to the termination of the
    merger agreement, (ii) thereafter the merger agreement is
    terminated by either Crude or CPLP because the termination date
    has passed, Crude fails to obtain shareholder approval, the
    other party materially breaches its representations and
    warranties or the other party materially breaches its covenants
    and agreements and (iii) within twelve months Crude enters
    into a definitive agreement relating to an acquisition proposal
    or consummates an acquisition proposal; provided,
    however, that the termination fee will be reduced by any
    expenses previously paid to CPLP.   Waiver;
    Amendment  provided however
 Indemnification
    and Insurance; Rights of Third Parties   99




---



##### Table of Contents



Specific
    Performance   COMPARATIVE
    STOCK PRICES AND DIVIDENDS    Crude Common Stock


CPLP Common UnitsHigh


Low


Dividends


High


Low


Distributions2008Third Quarter


N/A










$
19.85


$
10.44


$
0.41Fourth Quarter


N/A










$
11.85


$
5.70


$
1.052009First Quarter


N/A










$
10.61


$
5.23


$
0.41Second Quarter


N/A










$
10.38


$
6.75


$
0.41Third Quarter


N/A










$
11.21


$
7.55


$
0.41Fourth Quarter


N/A










$
10.41


$
7.53


$
0.412010First Quarter

$
18.55


$
16.30






$
10.01


$
7.36


$
0.225Second Quarter

$
18.89


$
15.24


$
0.50


$
9.10


$
6.88


$
0.225Third Quarter

$
18.65


$
16.12


$
0.20


$
9.18


$
7.99


$
0.2325Fourth Quarter

$
18.24


$
15.60


$
0.30


$
9.75


$
8.19


$
0.23252011First Quarter

$
17.02


$
14.15


$
0.25


$
10.79


$
9.34


$
0.2325Second Quarter

$
15.29


$
11.74






$
11.31


$
7.88


$
0.2325Third Quarter (through July 13, 2011)

$
13.53


$
13.31






$
9.30


$
8.85     Crude Common


CPLP CommonStock (NYSE)


Units (Nasdaq)30 consecutive trading day average ending May 4, 2011

$
14.05


$
10.8160 consecutive trading day average ending May 4, 2011

$
14.53


$
10.2690 consecutive trading day average ending May 4, 2011

$
15.10


$
10.11    100




---



##### Table of Contents



101




---



##### Table of Contents



UNAUDITED
    PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION    
    MergerCo will be merged with and into Crude, with Crude
    continuing as the surviving corporation, as a result of which
    Crude will become a wholly-owned subsidiary of CPLP;    Form 20-F Form 20-F
  Regulation S-X
     102




---



##### Table of Contents



UNAUDITED
    PRO FORMA CONDENSED COMBINED BALANCE SHEETAS OF MARCH 31, 2011
  Historical








Pro FormaCapital











CondensedProduct


Crude








CombinedPartners


Carriers


Pro Forma





BalanceL.P.


Corp.


Adjustments


Notes


SheetUnaudited(Dollars in thousands, except unit and share data)(1)ASSETSCurrent assetsCash and cash equivalents

$
34,618


$
11,244










$
45,862Trade accounts receivable


2,663



4,366











7,029Due from related parties


5















5Prepayments and other


1,024



526











1,550Inventories


185



2,432











2,617Total current assets

$
38,495


$
18,568










$
57,063Fixed assetsVessel, net


699,222



388,964



4,912



2
(b)


1,093,098Total fixed assets

$
699,222


$
388,964


$
4,912






$
1,093,098Other non-current assetsAbove market acquired bare-boat charter


7,450















7,450Deferred finance charges


2,527



1,531



(1,531
)


2
(c)


2,527Restricted cash


5,250



5,000











10,250Total non-current assets

$
714,449


$
395,495


$
(1,531
)





$
1,113,325Total assets

$
752,944


$
414,063


$
3,381






$
1,170,388LIABILITIES AND PARTNERS CAPITAL/STOCKHOLDERS
    EQUITYCurrent liabilitiesCurrent portion of long-term debt

$



$
14,479


$
(14,479
)


2
(c)

$
Trade accounts payable


858



3,140











3,998Due to related parties


5,872



1,451











7,323Accrued liabilities


861



2,003











2,864Deferred revenue  current


2,097















2,097Total current liabilities

$
9,688


$
21,073


$
(14,479
)





$
16,282Long-term liabilitiesLong-term debt


474,000



120,101



14,479



2
(c)


608,580Deferred revenue  long term


2,997















2,997Derivative instruments


27,658















27,658Total long-term liabilities

$
504,655


$
120,101


$
14,479






$
639,235Total liabilities

$
514,343


$
141,174


$







$
655,517Commitments and contingencies


















Partners Capital / Stockholders Equity4,372



2
(d)General Partner


5,452







1,122



2
(a)


10,946Limited Partners  Common (37,946,183 units
    issued and outstanding at March 31, 2011)










214,239



2
(d)54,987



2
(a)


527,820257,044







1,550



2
(a)Accumulated other comprehensive loss


(23,895
)














(23,895
)Common stock (par value $0.0001 per share: 1 billion shares
    authorized; 13,899,400 issued and outstanding at March 31,
    2011






2



(2
)


2
(e)


Class B Stock, par value $0.0001 per share:
    100 million shares authorized; 2,105,263 shares issued
    and outstanding at March 31, 2011


















Additional paid in capital






281,329



(281,329
)


2
(e)


Accumulated deficit






(8,442
)


8,442



2
(e)


Total partners capital/stockholders equity

$
238,601


$
272,889


$
3,381






$
514,871Total liabilities and partners
    capital/stockholders equity

$
752,944


$
414,063


$
3,381






$
1,170,388     (1)
    
    Accounting Standards Codification (ASC)
    Business Combinations establishes principles and
    requirements for how the acquirer of a business combination
    account for the acquisition related costs.
    ASC 805.10.25.23 states that these costs shall account
    for as expenses in the periods in which the costs are incurred
    and the services are received, with the exception of the costs
    to issue debt or equity securities. Crude and CPLP expect to
    incur approximately $4,000 and $4,000 respectively, in fees and
    costs associated with the merger. Most of the merger costs will
    be expensed in the periods as incurred and therefore are not
    reflected in the pro forma condensed combined financial
    information. 103




---



##### Table of Contents



UNAUDITED
    PRO FORMA CONDENSED COMBINED INCOME STATEMENTFOR THE YEAR ENDED DECEMBER 31, 2010
  Historical








Pro FormaCapital











CondensedProduct


Crude








CombinedPartners


Carriers


Pro Forma





IncomeL.P.


Corp.


Adjustments


Notes


Statement(Dollars in thousands, except per unit data)





UnauditedRevenues

$
113,562


$
55,882


$







$
169,444Revenues  related party


11,030















11,030Total revenues

$
124,592


$
55,882


$







$
180,474Expenses:Voyage expenses


7,009



18,482











25,491Voyage expenses  related party






611











611Vessel operating expenses  related party


30,261



1,086











31,347Vessel operating expenses


1,034



9,152











10,186General and administrative expenses


3,506



3,264



(180
)


2
(f)


6,590Vessel depreciation


31,464



11,317



(934
)


2
(g)


41,847Other operating income






(1,286
)










(1,286
)Operating Income

$
51,318


$
13,256


$
1,114






$
65,688Other income (expense), net:Interest expense & finance cost


(33,259
)


(3,687
)


2,261



2
(h)


(34,685
)Interest and other income


860



328











1,188Total other income (expense), net

$
(32,399
)

$
(3,359
)

$
2,261






$
(33,497
)Net income

$
18,919


$
9,897


$
3,375






$
32,191Less:Net income attributable to Capital Maritime operations


983















983Partnerships / Companys net income

$
17,936


$
9,897


$
3,375






$
31,208General Partner interest in Partnerships net income

$
359














$
624Limited Partners interest in Partnerships net income

$
17,577














$
30,584Net income per:Common units (basic and diluted)

$
0.54














$
0.58Weighted-average units outstanding:Common units (basic and diluted)(*)


32,437,314















52,069,715     (*)
    
    The pro forma weighted average number of units, basic and
    diluted, presented in the unaudited pro forma condensed combined
    income statement for the year ended December 31, 2010
    include (i) CPLP weighted average number of units for the
    year ended December 31, 2010, (ii) Crude weighted
    average number of common and class B shares for the year
    ended December 31, 2010 multiplied by the exchange ratio of
    1.56 and (iii) the weighted average of 20,000 Crude shares
    representing awards, to a number of members of the Crude
    Independent Committee who are not designated by Crude to serve
    as members of the CPLP Board, whose vesting will be accelerated
    upon closing of the merger multiplied by the exchange ratio of
    1.56. 104




---



##### Table of Contents



For the Year Ended December 31, 2010(Dollars in thousands, except per unit data)NumeratorsPartnerships pro forma combined net income









$
31,208Less:General Partners interest in Partnerships pro forma
    combined net income










(624
)Partnerships pro forma combined net income allocable to
    unvested units










(274
)Partnerships pro forma combined net income available to
    common unit holders









$
30,310Denominators


Actual



Pro forma
    Adjustment



Pro formaCPLP weighted average number of common units outstanding, basic
    and diluted


32,437,314



(394,925
)


32,042,389Weighted average number of common units outstanding,
    representing converted Crude weighted average number of shares,
    basic and diluted (12,831,290 X 1.56)






20,016,812



20,016,812Weighted average number of common units outstanding,
    representing converted Crude share based payment awards whose
    vesting will be accelerated, basic and diluted






10,514



10,514Total weighted average number of units


32,437,314



19,632,401



52,069,715Pro forma combined net income per common unit:Basic and diluted









$
0.58    105




---



##### Table of Contents



UNAUDITED
    PRO FORMA CONDENSED COMBINED INCOME STATEMENTFOR THE THREE MONTHS ENDED MARCH 31,
    2011
  Historical








Pro FormaCapital











CondensedProduct


Crude








CombinedPartners


Carriers


Pro Forma





IncomeL.P.


Corp.


Adjustments


Notes


Statement(Dollars in thousands, except per unit data)





UnauditedRevenues

$
21,425


$
12,831


$







$
34,256Revenues  related party


6,229















6,229Total revenues

$
27,654


$
12,831


$







$
40,485Expenses:Voyage expenses


735



2,256











2,991Voyage expenses  related party






161











161Vessel operating expenses  related party


7,048



384











7,432Vessel operating expenses






3.559











3,559General and administrative expenses


1,292



1,616



(104
)


2
(f)


2,804Vessel depreciation


8,117



4,005



(233
)


2
(g)


11,889Operating Income

$
10,462


$
850


$
337






$
11,649Other income (expense), net:Interest expense & finance cost


(8,225
)


(1,347
)


756



2
(h)


(8,816
)Interest and other income


156



30











186Total other income (expense), net

$
(8,069
)

$
(1,317
)

$
756






$
(8,630
)Partnerships net income / Companys net (loss)

$
2,393


$
(467
)

$
1,093






$
3,019General Partner interest in Partnerships net income


48















60Limited Partners interest in Partnerships net income


2,345















2,959Net income per:Common units (basic and diluted)

$
0.06














$
0.05Weighted-average units outstanding:Common units (basic and diluted)(*)


37,150,983















61,054,788     (*)
    
    The pro forma weighted average number of units, basic and
    diluted, presented in the unaudited pro forma condensed combined
    income statement for the three month period ended March 31,
    2011, include (i) CPLP weighted average number of units for
    the three month period ended March 31, 2011,
    (ii) Crude weighted average number of common and
    class B shares for the three month period ended
    March 31, 2011, multiplied by the exchange ratio of 1.56
    and (iii) the weighted average of 20,000 Crude shares
    representing awards to a number of members of the Crude
    Independent Committee who are not designated by Crude to serve
    as members of the CPLP Board, whose vesting will be accelerated
    upon closing of the merger multiplied by the exchange ratio of
    1.56. 106




---



##### Table of Contents



For the Three Month PeriodEnded March 31, 2011(Dollars in thousands, except per unit data)NumeratorsPartnerships pro forma combined net income









$
3,019Less:General Partners interest in Partnerships pro forma
    combined net income










(60
)Partnerships pro forma combined net income allocable to
    unvested units










(65
)Partnerships pro forma combined net income available to
    common unit holders









$
2,894Denominators


Actual



Pro forma
    Adjustment



Pro formaCPLP weighted average number of common units outstanding, basic
    and diluted


37,150,983



(471,605
)


36,679,378Weighted average number of common units outstanding,
    representing converted Crude weighted average number of shares,
    basic and diluted (15,605,263 X 1.56)






24,344,210



24,344,210Weighted average number of common units outstanding,
    representing converted Crude share based payment awards whose
    vesting will be accelerated, basic and diluted






31,200



31,200Total weighted average number of units


37,150,983



23,903,805



61,054,788Pro forma combined net income per common unit:Basic and diluted









$
0.05    107




---



##### Table of Contents



Notes to
    Unaudited Pro Forma Condensed Combined Financial Statements
    (Amounts expressed in thousands of United States
    Dollars  except for unit/share and per
    unit/share data, unless otherwise stated)
  Note 1 
    Description
    of transaction and basis of presentation:  Description
    of Merger
    Assumptions
          Note 2 
    Pro forma
    Adjustments related to the Merger:    a)
  108




---



##### Table of Contents



Notes to
    Unaudited Pro Forma Condensed Combined Financial
    Statements  (Continued)
  Crude Book





Crude FairValue as of





Value as ofDescription

Notes


March 31, 2011


Adjustments


March 31, 2011Net assetsCurrent assets





$
18,568


$



$
18,568Vessel, net


2
(b)


388,964


$
4,912



393,876Other non-current assets


2
(c)


6,531



(1,531
)


5,000Total liabilities






(141,174
)






(141,174
)Total Net assets





$
272,889






$
276,270Merger ConsiderationFair value of CPLPs units issued to Crude stockholders


2
(d)

$



$



$
218,611Fair-value-based measure of vested share based payment awards
    attributable to pre-combination service


2
(f)

$



$




270Fair-value-based measure of unvested awards attributable to
    pre-combination service


2
(f)

$



$




1,280Total consideration provided













$
220,161Gain from bargain purchase













$
56,109Less:General Partner interest in gain from bargain purchase













$
1,122Limited Partners interest in gain from bargain purchase













$
54,987     (Goodwill)/GainCPLPs


from BargainUnits Price


PurchaseCPLPs unit price  52-week high as of June, 2,
    2011

$
11.39


$
(2,560
)CPLPs unit price -52-week low as of June, 2, 2011

$
7.15


$
100,659CPLPs unit price on May 4, 2011 (Closing price per
    unit on a day prior to the merger announcement)

$
11.27


$
(361
)   b)
  c) non-amortizing
 109




---



##### Table of Contents



Notes to
    Unaudited Pro Forma Condensed Combined Financial
    Statements  (Continued)
  d)
  e)
  f)
        Fair-value-based measure of the CPLP replacement awards.

379,400 Crude shares multiplied by 1.56 exchange ratio resulting
    in 591,864 units of CPLP and multiplied by 8.98 per CPLP
    unit.*

$
5,315
***Fair-value-based measure of the Crude awards being replaced.

379,400 Crude shares multiplied by $13.51 per Crude share.**


5,126Excess of fair-value-based measure of replacement awards over
    fair-value based measure of awards being replaced.

Attributable to post-combination service period.


189Unvested portion of the fair value of awards attributable to
    post-combination services.

Fair-value-based measure of the Crude awards being replaced
    divided by the total service period of 3 years and
    multiplied by the days of the post-combination service period
    since August 31, 2010.


3,846Total attributable to post-combination services.



$
4,035Fair-value-based measure attributable to pre-combination
    services.

Fair-value-based measure of the Crude awards being replaced
    divided by the total service period of 3 years and
    multiplied by the days of the pre-combination service period
    since August 31, 2010.

$
1,280    *
    
    CPLP per unit closing price of $8.98 as quoted on Nasdaq on
    June 2, 2011.**
    
    Crude per share closing price of $13.51 as quoted on the NYSE on
    June 2, 2011. 110




---



##### Table of Contents



Notes to
    Unaudited Pro Forma Condensed Combined Financial
    Statements  (Continued)
   ***
    
    The replacement awards will have a continuing effect on CPLP as
    the fair value of the unvested portion of the replacement awards
    issued will be recognized in income over the remaining term of
    the awards from the grant date. Accordingly, an adjustment has
    been made to the historical compensation expense recognized by
    Crude on the previously existing awards in order to reflect the
    estimated compensation expense based upon the terms of the
    replacement awards as set out in the merger agreement. The
    adjustment amounted to $(104) and $(180) and is presented as a
    pro forma adjustment to general and administrative expenses in
    the unaudited pro forma condensed combined income statement for
    the three month period ended March 31, 2011 and for the
    year ended December 31, 2010, respectively. An analysis of
    this pro forma adjustment is as follows:  For the Three Month


For the Year EndedPeriod Ended March 31, 2011


December 31, 2010Equity compensation expense, historical

$
536


$
768Equity compensation expense based on terms of replacement awards


432



588Pro forma adjustment

$
(104
)

$
(180
)   (g)
  For the Three Month


For the Year EndedPeriod Ended March 31, 2011


December 31, 2010Depreciation based on fair value of vessels

$
3,772


$
10,383Depreciation based on carrying value of vessels


4,005



11,317Pro forma adjustment

$
(233
)

$
(934
)   (h)
 111




---



##### Table of Contents



Notes to
    Unaudited Pro Forma Condensed Combined Financial
    Statements  (Continued)
    For the three Month


For the Year EndedPeriod Ended March 31, 2011


December 31, 2010Reversal of actual interest expense already incurred under
    Crudes current credit facility

$
1,100


$
2,479Reversal of actual amortization expense and deferred finance
    charges already incurred under Crudes current credit
    facility


238



1,082CPLPs adjusted commitment fees as a result of the assumed
    drawn down of $134,580 from its credit facility of up to
    $350,000 in June 2010


109



244Pro-forma interest expense as a result of the assumed drawn down
    of $134,580 from CPLPs credit facility of up to $350,000


(691
)


(1,544
)Pro forma adjustment

$
756


$
2,261    112




---



##### Table of Contents



DESCRIPTION
    OF CPLP COMMON UNITS  Set forth below is a summary of the material terms of the
    CPLP common units as specified in the CPLP Partnership Agreement
    and the MILPA, as it relates to the CPLP common units. This
    description is not complete and is qualified in its entirety by
    reference to Republic of Marshall Islands law, including the
    MILPA, and to the CPLP Partnership Agreement. CPLPs
    Partnership Agreement was included as Exhibit I of
    CPLPs Current Report on
    Form 6-K
    filed with the SEC on February 24, 2010. The CPLP
    Partnership Agreement is hereby incorporated by reference into
    this section, and the descriptions in this section are qualified
    in their entirety by reference to the full text of the CPLP
    Partnership Agreement. To find out where copies of these
    documents can be obtained, please see Where You Can Find
    More Information on page 125.
  Authorized
    and Outstanding Common Units
    CPLP
    Common Units
      Anti-Takeover
    Provisions  CPLPs Amended and Restated Limited
    Partnership Agreement and the MILPA
    Merger
    of CPLP or the sale of all or substantially all of CPLPs
    assets
    Election
    and Removal of Directors
   113




---



##### Table of Contents



Removal
    of CPLP management or CPLPs general partner
  2 3
            Amendments
    to the CPLP Partnership Agreement
   114




---



##### Table of Contents



COMPARISON
    OF RIGHTS OF SHAREHOLDERS OF CRUDE AND UNITHOLDERS OF
    CPLP    Authorized
    Capital Stock
  Crude
    CPLP
 
   
  Number of
    Directors; Classification of Board of Directors
  Crude
    CPLP
   115




---



##### Table of Contents



Board
    Vacancies and Newly Created Directorships
  Crude
    CPLP
    Removal
    of Directors
  Crude
  2 3
  CPLP
    Appointment
    of Officers
  Crude
    CPLP
  day-to-day
  Appointment
    of Auditors
  Crude
   116




---



##### Table of Contents



CPLP
    Quorum
    Requirements
  Crude
    CPLP
    Voting
    Rights and Required Votes Generally
  Crude
    CPLP
    Voting on
    Mergers, Consolidations and Certain Other Transactions
  Crude
    CPLP
   117




---



##### Table of Contents



Dissenters
    Rights of Appraisal
  Crude
    CPLP
    Business
    Combination Statutes
  Crude
    CPLP
        
    to convert CPLP or any if its subsidiaries into a new limited
    liability entity, to merge CPLP or any subsidiary into, or
    convey all of CPLPs assets to, another limited liability
    entity which shall be newly formed and shall have no assets,
    liabilities or operations at the time of such conversion, merger
    or conveyance other than those it receives from CPLP or a
    subsidiary if (i) the conversion, merger or conveyance, as
    the case may be, would not result in the loss of the limited
    liability of any limited partner, (ii) the sole purpose of
    such conversion, merger or conveyance is to effect a mere change
    in the legal form of CPLP into another limited liability entity
    and (iii) the governing instruments of the new 118




---



##### Table of Contents



entity provide the limited partners, the general partner and the
    CPLP Board with the same rights and obligations as are herein
    contained; or  
    to merge or consolidate CPLP with or into another entity if
    (i) the merger or consolidation, as the case may be, would
    not result in the loss of the limited liability of any limited
    partner, (ii) the merger or consolidation would not result
    in an amendment to partnership agreement other than any
    amendments that under the partnership agreement could be adopted
    by the CPLP Board and general partner without the consent of the
    limited partners, (iii) CPLP is the surviving entity in
    such merger or consolidation, (iv) each common unit
    outstanding immediately prior to the effective date of the
    merger or consolidation is to be an identical common unit of
    CPLP after the effective date of the merger or consolidation,
    and (v) the number of new common units to be issued by CPLP
    in such merger or consolidation does not exceed 20% of the
    common units outstanding immediately prior to the effective date
    of such merger or consolidation.  Action by
    Written Consent
  Crude
    CPLP
    Special
    Meetings
  Crude
    CPLP
   119




---



##### Table of Contents



Amendments
    to Governing Documents
  Crude
    2 3 2 3
  CPLP
      Indemnification
    of Directors and Officers
  Crude
     120




---



##### Table of Contents



CPLP
      out-of-pocket
  Limitations
    on Personal Liability of Directors
  Crude
      
    for any breach of the directors duty of loyalty to the
    corporation or its shareholders; 121




---



##### Table of Contents




    for acts or omissions not undertaken in good faith or which
    involve intentional misconduct or a knowing violation of
    law; or
    for any transaction from which the director derived an improper
    personal benefit.    CPLP
      Preemptive
    Rights
  Crude
      CPLP
      Cumulative
    Voting Rights
  Crude
   122




---



##### Table of Contents



CPLP
    Dividends
    and Stock Repurchases
  Crude
      CPLP
      Record
    Date for Voting
  Crude
   123




---



##### Table of Contents



CPLP
    Notice of
    Meetings
  Crude
      CPLP
      Advance
    Notice of Shareholder Nominations for Directors and Shareholder
    Proposals
  Crude
   124




---



##### Table of Contents



CPLP
    Inspection
    of Corporate Records
  Crude
      CPLP
   125




---



##### Table of Contents



Interested
    Director Transactions
  Crude
    CPLP
   APPRAISAL
    RIGHTS OF DISSENTING SHAREHOLDERS   LEGAL
    MATTERS   EXPERTS  Form 20-F
 126




---



##### Table of Contents



Form 20-F
 FUTURE
    SHAREHOLDER PROPOSALS       WHERE YOU
    CAN FIND MORE INFORMATION  www.sec.gov. (800) 732-0330
 INCORPORATION
    OF CERTAIN DOCUMENTS BY REFERENCE   127




---



##### Table of Contents



Crude
    Filings (File
    No. 001-34651)
  
    Annual Report on
    Form 20-F
    for the fiscal year ended December 31, 2010; and
    Current Reports on
    Form 6-K
    furnished on February 11, 2011 (Earnings Release and
    Announcement of Quarterly Cash Dividend), March 14, 2011
    (Appointment of Dimitris P. Christacopoulos to Board of
    Directors), May 5, 2011 (Announcement of merger with CPLP),
    May 13, 2011 (Q1 2011 Earnings Release), and June 9,
    2011 (Q1 2011 Unaudited Condensed Consolidated Financial
    Statements with Related Notes).  CPLP
    Filings (File
    No. 001-33373):
  
    Registration statement on
    Form F-1,
    dated March 29, 2007;
    Annual Report on
    Form 20-F
    for the fiscal year ended December 31, 2010;
    Current Reports on
    Form 6-K
    furnished on January 21, 2011 (Announcement of Cash
    Distribution), April 21, 2011 (Announcement of Cash
    Distribution), May 5, 2011 (Q1 2011 Earnings Release and
    Announcement of merger with Crude) and June 9, 2011 (Q1
    2011 Unaudited Condensed Consolidated Financial Statements with
    Related Notes); and
    CPLPs amended and restated limited partnership agreement,
    furnished in CPLPs Current Report on
    Form 6-K
    furnished on February 24, 2010.        For Crude
    filings: Crude
    Carriers Corp.
    Investor Relations Representative
    Nicolas Bornozis, President
 128




---



##### Table of Contents



661-7566
  For CPLP
    filings: Capital
    Product Partners L.P.
    Investor Relations Representative
    Nicolas Bornozis, President
    Capital Link, Inc.
    230 Park Avenue  Suite 1536
    New York, NY 10160, USA
    Tel: +1 212
    661-7566
   
   
 LIMITATIONS
    ON ENFORCEMENT OF U.S. LAWS   129




---



##### Table of Contents



Appendix A
  AGREEMENT AND PLAN OF MERGER
    by and among
  CAPITAL GP L.L.C.
    CAPITAL PRODUCT PARTNERS L.P.
    POSEIDON PROJECT CORP.
    and
    CRUDE CARRIERS CORP.
    Dated as of May 5, 2011




---



##### Table of Contents



TABLE OF
    CONTENTS
  ARTICLE I
    CERTAIN DEFINITIONSSection 1.1

Certain Definitions


A-2ARTICLE II
    THE MERGER; EFFECTS OF THE MERGERSection 2.1

The Merger


A-10Section 2.2

Closing


A-10ARTICLE III
    MERGER CONSIDERATION; EXCHANGE PROCEDURESSection 3.1

Merger Consideration


A-11Section 3.2

Rights As Unitholders; Unit Transfers


A-11Section 3.3

Exchange of Certificates


A-11Section 3.4

Anti-Dilution Provisions


A-14Section 3.5

Equity Awards


A-14ARTICLE IV
    ACTIONS PENDING MERGERSection 4.1

Covenants of the Company


A-15Section 4.2

Covenants of the Partners Entities


A-16Section 4.3

Governmental Filings


A-18ARTICLE V
    REPRESENTATIONS AND WARRANTIESSection 5.1

Representations and Warranties of the Company


A-18Section 5.2

Representations and Warranties of the Partners Entities


A-27ARTICLE VI
    COVENANTSSection 6.1

Best Efforts


A-36Section 6.2

Stockholder Approval


A-37Section 6.3

Benefit Plans


A-37Section 6.4

Registration Statement


A-37Section 6.5

Press Releases


A-38Section 6.6

Access; Information


A-38Section 6.7

Acquisition Proposals; Change in Recommendation


A-39Section 6.8

Affiliate Arrangements


A-41Section 6.9

Takeover Laws


A-41Section 6.10

Reserved


A-41Section 6.11

New Partners Common Units Listed


A-41Section 6.12

Third Party Approvals


A-41Section 6.13

Indemnification; Directors and Officers Insurance


A-41Section 6.14

Notification of Certain Matters


A-43Section 6.15

Distributions


A-43Section 6.16

Amendment of Omnibus Agreement


A-43Section 6.17

Amendment of Partners Partnership Agreement; Partners Board
    Membership


A-44Section 6.18

Qualification as Reorganization


A-44Section 6.19

MergerCo Obligations


A-45 A-i




---



##### Table of Contents



ARTICLE VII
    CONDITIONS TO CONSUMMATION OF THE MERGERSection 7.1

Stockholder Vote


A-45Section 7.2

Governmental Approvals


A-45Section 7.3

No Actions


A-45Section 7.4

Representations, Warranties and Covenants of the Partners
    Entities


A-45Section 7.5

Representations, Warranties and Covenants of the Company


A-46Section 7.6

Other Approvals


A-46Section 7.7

Effective Registration Statement


A-46Section 7.8

Company Tax Opinion and Partners Tax Opinion


A-46Section 7.9

NASDAQ Listing


A-46Section 7.10

Partners Partnership Agreement Amendment and Partners Omnibus
    Agreement Amendment


A-46ARTICLE VIII
    TERMINATIONSection 8.1

Termination


A-47Section 8.2

Effect of Termination


A-48ARTICLE IX
    MISCELLANEOUSSection 9.1

Fees and Expenses


A-48Section 9.2

Waiver; Amendment


A-49Section 9.3

Counterparts


A-49Section 9.4

Governing Law


A-49Section 9.5

Confidentiality


A-49Section 9.6

Notices


A-49Section 9.7

Entire Understanding; No Third Party Beneficiaries


A-50Section 9.8

Severability


A-50Section 9.9

Headings


A-50Section 9.10

Jurisdiction


A-51Section 9.11

Waiver of Jury Trial


A-51Section 9.12

Specific Performance


A-51Section 9.13

Survival


A-51Section 9.14

No Act or Failure to Act


A-51ANNEXESAnnex A

FORM OF SUPPORT AGREEMENT


A-1Annex B

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SURVIVING
    ENTITY


B-1Annex C

AMENDED AND RESTATED BYLAWS OF SURVIVING ENTITY


C-1  A-ii




---



##### Table of Contents



AGREEMENT
    AND PLAN OF MERGER
  Agreement Partners (Partners GP) MergerCo Partners
    Entities Company
  WITNESSETH:
  Merger
            Annex A Support
    Agreement
   A-1




---



##### Table of Contents



ARTICLE I
  CERTAIN
    DEFINITIONS
  Section 1.1 Certain
    Definitions.
  Acquisition Proposal
  Action Section 6.13(a)
  Affiliate
  Agent Section 9.10(b)
  Agreement
  Articles of Merger Section 2.1(b)
  Assets
  beneficial ownership beneficial
    owner
  Book-Entry Shares Section 3.1(b)
  Business Day
  Capital Maritime
  Capital Ship Management Corp.
  Certificate Section 3.1(b)
  Claim Section 6.13(a)
  Closing Section 2.2
  Closing Date Section 2.2
  Code
 A-2




---



##### Table of Contents



Company
  Company Articles of Incorporation
  Company Board and/or
  Company Bylaws
  Company Change in Recommendation Section 6.7(c)
  Company Class B Stock
  Company Common Stock
  Company Contract Section 5.1(l)(i)
  Company Credit Facility
  Company Director Designee Section 6.17(b)
  Company Disclosure Schedule Section 5.1
  Company Employee
  Company 20-F Form 20-F
  Company Incentive Plan
  Company Independent Directors Committee
  Company Management Agreement
  Company Meeting Section 6.2(a)
  Company Necessary Consents Section 5.1(d)
  Company Real Property
  Company Recommendation Section 6.2(b)
  Company SEC Documents Section 5.1(e)(i)
  Company Stock-Based Award
  Company Stockholder Approval Section 7.1
  Company Termination Fee
 A-3




---



##### Table of Contents



Company Tax Opinion Section 6.18(b)
  Company Unaffiliated Stockholder Approval Section 7.1
  Company Unaffiliated Stockholders
  Company Vessels Section 5.1(p)(i)
  Compensation and Benefit Plans
  Confidentiality Agreement
  Converted Company Stock-Based Award Section 3.5(a)(i)
  DDTC
  Denied Party Lists
  Disregarded MergerCo
  Effective Time Section 2.1(b)
  Environmental Laws
 A-4




---



##### Table of Contents



Environmental Permits Section 5.1(n)
  ERISA
  Evercore Section 5.2(r)
  Exchange Act
  Exchange Agent
  Exchange Fund Section 3.3(a)
  Exchange Ratio Section 3.1(a)
  Expenses Section 9.1(e)
  Export and Sanctions Laws DDTC
  GAAP
  Governmental Authority
  Hazardous Substances
  Indemnification Expenses Section 6.13(a)
  Indemnified Parties Section 6.13(a)
  Indemnitees
  Jefferies Section 5.1(r)
  Knowledge Known
  Law non-U.S.,
  Lien
 A-5




---



##### Table of Contents



Material Adverse Effect provided however Section 6.7 provided, however provided further, however
  Meeting Section 6.2(a)
  Merger
  Merger Consideration Section 3.1(a)
  MergerCo
  MergerCo Articles of Incorporation
  MergerCo Bylaws
  MergerCo Common Stock Section 2.1(g)
  MIBCA
  MILPA
  NASDAQ
 A-6




---



##### Table of Contents



NDA
  New Partners Common Unit Certificates Section 3.3(a)
  New Partners Common Units Section 3.1(a)
  Notice of Proposed Recommendation Change Section 6.7(c)
  NYSE
  Other Approvals Section 5.1(d)
  Partially Owned Entity
  Partners
  Partners Administrative Services Agreement
  Partners Board and/or
  Partners Certificate of Limited Partnership
  Partners Common Units
  Partners Conflicts Committee
  Partners Contract Section 5.2(l)(i)
  Partners Credit Facilities
  Partners Disclosure Schedule Section 5.2
  Partners Employee
  Partners Entities
  Partners GP
  Partners GP Certificate of Formation
  Partners GP LLC Agreement
  Partners Incentive Plan
 A-7




---



##### Table of Contents



Partners Management Agreement
  Partners Omnibus Agreement Amendment Section 6.16
  Partners Partnership Agreement
  Partners Partnership Agreement Amendment Section 6.17(a)
  Partners Incentive Distribution Rights
  Partners Necessary Consents Section 5.2(d)
  Partners Real Property
  Partners SEC Documents Section 5.2(e)(i)
  Partners Tax Opinion
  Partners Unaffiliated Unitholders
  Partners Vessels Section 5.2(p)(i)
  Partners 2010 20-F Form 20-F
  Person
  Policies
  Pre-Closing Tax Period Section 5.1(u)(viii)
  Proxy Statement Section 6.4(a)
  Receiving Party Section 6.7(a)
  Registration Statement Section 6.4(a)
  Release
  Representatives
 A-8




---



##### Table of Contents



Rights
  Rule 145 Affiliate Section 6.8(a)
  SEC
  Securities Act
  Significant Company Subsidiary Rule 12b-2
  SOX
  Stockholders
  Subsidiary Rule 1-02 Regulation S-X
  Superior Proposal
  Support Agreement
  Surviving Entity Section 2.1(a)
  Takeover Law
  Taxes
  Tax Law
  Tax Returns
  Termination Date Section 8.1(b)(i)
  Voting Debt
 A-9




---



##### Table of Contents



ARTICLE II
  THE MERGER;
    EFFECTS OF THE MERGER
  Section The
    Merger
  The Surviving Entity. Surviving
    Entity
  Effectiveness and Effects of the
    Merger. Article VII Articles of Merger Effective Time
  The Company and MergerCo Governing
    Documents. Annex B Annex C
  Partners Partnership Agreement.
  Directors.
  Officers.
  Capital Stock of MergerCo. MergerCo Common
    Stock
  Cancellation of Treasury Stock.
  Section Closing. Article VII Closing Article VII
 A-10




---



##### Table of Contents



Closing
    Date
  ARTICLE III
  MERGER
    CONSIDERATION; EXCHANGE PROCEDURES
  Section Merger
    Consideration
  Exchange Ratio Merger
    Consideration New Partners Common
    Units
  Certificate Book-Entry Shares Section 3.2 Section 3.3(e) Section 3.3(c) Section 3.3
  Section 3.2 Rights
    As Unitholders; Unit Transfers. Article III
  Section 3.3 Exchange
    of Certificates
  Exchange Agent. Article III New Partners Common Unit Certificates Article III Section 3.2 Section 3.3(c) Section 3.3(e) Section 3.3(e) Section 3.3(c)
 A-11




---



##### Table of Contents



Exchange Fund Sections 3.3(c) 3.3(e)
  Exchange Procedures. Article III Article III Section 3.3(e) Section 3.3(c) Section 3.3 Section 3.3(e) Section 3.2
  Distributions with Respect to Unexchanged Shares of
    Company Common Stock and Company Class B
    Stock. Section 3.3 Section 3.3(b) Section 3.3(e)
 A-12




---



##### Table of Contents



Further Rights in the Company Common Stock and
    Company Class B Stock. Section 3.2 Section 3.3(c) Section 3.3(e)
  Fractional Partners Common Units. Section 3.3(b) The Wall
    Street Journal Article III
  Termination of Exchange Fund. Article III Section 3.3(e) Section 3.3(c)
  No Liability.
  Lost Certificates. Section 3.2
  Withholding.
 A-13




---



##### Table of Contents



provided, however Section 3.3(i)
  Book Entry and Admission of Holders of New Partners
    Common Units as Additional Limited Partners of
    Partners. Section 3.3
  Section Anti-Dilution
    Provisions. Section 4.1(c) Section 4.2(c) Section 3.3(e)
  Section 3.5 Equity
    Awards
    Converted Company Stock-Based
    Award provided however Section 6.17(c)
      Section 3.5(a)
 A-14




---



##### Table of Contents



Section 3.5
  Section 3.5
  ARTICLE IV
    Section Covenants
    of the Company.
  New Business.
  Ordinary Course.
  Dividends; Changes in Share
    Capital.
  Issuance of Securities.
  Governing Documents.
  No Merger.
 A-15




---



##### Table of Contents



Accounting Methods; Tax
    Elections.
  Certain Actions.
  Acquisitions and Dispositions. Section 4.1(i) Section 5.1(a)(iii)
  Indebtedness.
  No Related Actions.
  Section Covenants
    of the Partners Entities.
 A-16




---



##### Table of Contents



New Business.
  Ordinary Course.
  Distributions; Changes in Unit
    Capital.
  Issuance of Securities. Section 4(i)
  Governing Documents.
  No Merger.
  Accounting Methods; Tax
    Elections.
  Certain Actions.
  No Related Actions. provided, however Section 4.2
 A-17




---



##### Table of Contents



Section Governmental
    Filings.
  ARTICLE V
    Section Representations
    and Warranties of the Company. Company Disclosure Schedule Section 5.1 Section 5.1
  Organization
      Section 5.1(a)(iii)
 A-18




---



##### Table of Contents



Capitalization. Section 5.1(b)
        Authority; No Violation. Section 5.1(c)
   A-19




---



##### Table of Contents



Section 5.1(d)
  Consents and Approvals. Other
    Approvals Section 5.1(d) Company Necessary Consents
  Financial Reports and SEC Documents; Disclosure and
    Internal Controls
  Company SEC Documents
 A-20




---



##### Table of Contents



13a-15(e) 15d-15(e) Rule 13a-l
      Foreign Private Issuer.
  Relations with Governments.
  Absence of Undisclosed
    Liabilities.
 A-21




---



##### Table of Contents



Absence of Certain Changes or
    Events.
  Legal Proceedings. Section 5.1(j)
  Compliance with Applicable Law.
  Contracts
  Section 5.1(l)(i) Regulation S-K Regulation S-K), Form 8-K Section 5.1(l) Company
    Contract Section 5.1(l)(i)
 A-22




---



##### Table of Contents



Insurance.
  Environmental Matters. Section 5.1(n) Environmental Permits
 A-23




---



##### Table of Contents



Employee Benefit Plans; Distribution Reinvestment
    Plan.
  Vessels; Property
  Section 5.1(p)(i) Company Vessels Section 5.1(p)(i) Section 5.1(p)(i) Section 5.1(p)(i) Section
    5.1(p)(i)
  Section 5.1(p)(ii)
  Takeover Laws; Dissent Rights.
  Opinion of Financial Advisor. Jefferies
  Approvals of the Company Independent Directors
    Committee and the Company Board.
 A-24




---



##### Table of Contents



Brokers Fees.
  Certain Tax Matters.
               A-25




---



##### Table of Contents



Pre-Closing Tax Period
    Section 5.1(u)(x)
  Section 5.1(u)(xi)
      Collective Bargaining
    Agreements.
  Regulation as an Investment
    Company.
  Export and Sanctions Laws.
 A-26




---



##### Table of Contents



Proxy Statement and Other
    Filings.
  Section Representations
    and Warranties of the Partners Entities. Partners Disclosure Schedule Section 5.2 Section 5.2
  Organization
       A-27




---



##### Table of Contents



Section 5.2(a)(iv)
  Capitalization. Section 5.2(b)
    Section 5.2(b)(i)
   A-28




---



##### Table of Contents



Authority; No Violation. Section 5.2(c)
    Section 5.2(d)
  Consents and Approvals. Section 5.2(d)
 A-29




---



##### Table of Contents



Partners Necessary
    Consents
  Financial Reports and SEC Documents; Disclosure and
    Internal Controls
  Partners SEC
    Documents Section 5.2(e)
  Rules 13a-15(e) 15d-15(e) Rule 13a-l
 A-30




---



##### Table of Contents



Foreign Private Issuer.
  Relations with Governments.
  Absence of Undisclosed
    Liabilities.
  Absence of Certain Changes or
    Events.
  Legal Proceedings. Section 5.2(j)
  Compliance with Applicable Law.
 A-31




---



##### Table of Contents



Contracts
  Section 5.2(l)(i) Regulation S-K Regulation S-K), Form 8-K Section 5.1(l) Partners
    Contract Section 5.2(l)(i)
    Insurance.
  Environmental Matters. Section 5.2(n)
 A-32




---



##### Table of Contents



Employee Benefit Plans; Distribution Reinvestment
    Plan.
  Vessels; Property
  Section 5.2(p)(i) Partners
    Vessels Section 5.2(p)(i) Section 5.2(p)(i) Section
    5.2(p)(i) Section 5.2(p)(i)
  Section 5.2(p)(ii)
 A-33




---



##### Table of Contents



Takeover Laws.
  Opinion of Financial Advisor. Evercore
  Approval of the Partners Conflicts Committee and the
    Partners Board.
  Brokers Fees.
  Certain Tax Matters
           A-34




---



##### Table of Contents



Regulation 1.1502-6
      Section 5.2(u)(x)
  Section 5.2(u)(xi)
       A-35




---



##### Table of Contents



Collective Bargaining
    Agreements.
  Regulation as an Investment
    Company.
  Export and Sanctions Laws.
  Proxy Statement.
  ARTICLE VI
      Section Best
    Efforts.
 A-36




---



##### Table of Contents



Section Stockholder
    Approval.
  Company
    Meeting Meeting
  Section 6.7(c) Company
    Recommendation
  Section 8.1 Section 6.2(a)
  Section Benefit
    Plans. Section 3.5
  Section Registration
    Statement
  Form F-4 Registration Statement Proxy Statement
   A-37




---



##### Table of Contents



Section 6.5 Press
    Releases
    Section 6.6 Access;
    Information
    Section 6.6 Section 6.7 Section 6.7 Section 6.6 Section 6.7 Section 6.7(b)
 A-38




---



##### Table of Contents



Section 6.6 Section 5.1(p) Section 5.2(p)
  Section Acquisition
    Proposals; Change in Recommendation.
  Section 6.7(b) Section 6.7 Receiving
    Party
  Section 6.7
  Section 6.7(c) Company
    Change in Recommendation Section 8.1(d) provided, however
 A-39




---



##### Table of Contents



Section 8.1(d) Section 6.7 Notice of Proposed Recommendation
    Change and/or and/or Section 6.7
  Section 6.7
  Rule 14d-9 Rule 14e-2(a) Rule 14d-9(f)
  Section 6.7 Section 6.7 Section 6.7 Section 8.1
 A-40




---



##### Table of Contents



Section 6.8 Affiliate
    Arrangements
  Rule 145 Affiliate
    Section 6.9 Takeover
    Laws.
  Section Reserved.
  Section 6.11 New
    Partners Common Units Listed.
  Section 6.12 Third
    Party Approvals
      Section 6.13 Indemnification;
    Directors and Officers Insurance
  Indemnified Parties
 A-41




---



##### Table of Contents



and/or Section 6.13(a) Section 6.13 Claim Action Indemnification Expenses Section 6.13(a)
     A-42




---



##### Table of Contents



provided, provided,
  Section 6.13(d) Section 6.13 Section 6.13(d)
  Section 6.13
  Section 6.13
  Section 6.13
  Section 6.14 Notification
    of Certain Matters.
  Section 6.15 Distributions.
  Section 6.16 Amendment
    of Omnibus Agreement.
 A-43




---



##### Table of Contents



provided, however
  Section 6.17 Amendment
    of Partners Partnership Agreement; Partners Board Membership
        Company Director
    Designee
  Section 6.17
  Section 6.18 Qualification
    as Reorganization
  Section 1.368-2(g)
  Section 7.8 Company
    Tax Opinion Partners Tax
    Opinion
  Disregarded
    MergerCo
 A-44




---



##### Table of Contents



Section 6.19 MergerCo
    Obligations.
  ARTICLE VII
  CONDITIONS
    TO CONSUMMATION OF THE MERGER
  provided, however, VII
  Section 7.1 Stockholder
    Vote. Company Stockholder Approval Company Unaffiliated
    Stockholder Approval
  Section 7.2 Governmental
    Approvals.
  Section 7.3 No
    Actions. provided, however Section 6.1
  Section 7.4 Representations,
    Warranties and Covenants of the Partners
    Entities.
  Section 5.2(a) Section 5.2(b) Section 5.2(c)(i) Section 5.2(i)(i)
 A-45




---



##### Table of Contents



Section 7.4(a) Section 7.4(b) provided, however, Section 7.4
  Section 7.5 Representations,
    Warranties and Covenants of the Company.
  Section 5.1(a) Section 5.1(b) Section 5.1(c)(i) Section 5.1(i)(i)
    Section 7.5(a) Section 7.5(b)
  Section 7.6 Other
    Approvals. Section 7.6
  Section 7.7 Effective
    Registration Statement.
  Section 7.8 Company
    Tax Opinion and Partners Tax Opinion.
  Section 7.9 NASDAQ
    Listing.
  Section 7.10 Partners
    Partnership Agreement Amendment and Partners Omnibus Agreement
    Amendment.
 A-46




---



##### Table of Contents



ARTICLE VIII
  TERMINATION
  Section 8.1 Termination.
      Termination
    Date Section 8.1(b)(i)
  provided Section 6.1
  provided, however Section 8.1(b)(iii)
  Section 8.1 provided provided however Section 8.1(b)(iv) Section 7.4 Section 7.5
  provided however Section 8.1(b)(v) Section 7.4 Section 7.5
   A-47




---



##### Table of Contents



Section 6.7(c) Section 6.7 Section 9.1(a)
  Section 6.7 Section 6.7 Section 9.1
  Section 8.2 Effect
    of Termination. Section 8.1 Section 8.2 Section 9.13 Article IX Section 9.1 Section 6.6(b)
  ARTICLE IX
  MISCELLANEOUS
  Section 9.1 Fees
    and Expenses. Section 9.1(a) 9.1(b) 9.1(c) 9.1(e)
  Section 8.1(c) Section 8.1(d)
  Section 9.1(b) Section 8.1(b)(i) Section 8.1(b)(iii) Section 8.1(b)(iv) Section 8.1(b)(v)
  Section 8.1(b)(iv) Section 8.1(b)(v) Section 8.1(b)(iv) Section 8.1(b)(v)
 A-48




---



##### Table of Contents



Section 9.1 provided, however, Section 8.1(c) Section 8.1(d) provided, however Section 9.1(b) Section 9.1(b) Section 9.1
  Expenses out-of-pocket provided, however Section 9.1
  Section 9.1
  Section 9.2 Waiver;
    Amendment. provided
  Section 9.3 Counterparts.
  Section 9.4 Governing
    Law.
  Section 9.5 Confidentiality. Section 6.6(b)
  Section 9.6 Notices. (d) e-mailed e-mail e-mail
 A-49




---



##### Table of Contents



77002-5200
 (713) 236-0822
  Attn:
    J. Vincent Kendrick                 77002-2712
 (832) 239-3600
 Email:
    markmetts@jonesday.com  Attn:
    J. Mark Metts   Section 9.7 Entire
    Understanding; No Third Party Beneficiaries. Section 6.13
  Section 9.8 Severability.
  Section 9.9 Headings.
 A-50




---



##### Table of Contents



Section 9.10 Jurisdiction
    Agent
  Section 9.11 Waiver
    of Jury Trial.
  Section 9.12 Specific
    Performance.
  Section 9.13 Survival. provided, however Sections 3.3 3.5 6.13 Article IX Section 6.6(b) 8.2 Article IX
  Section 9.14 No
    Act or Failure to Act.
  [Remainder
    of this page is intentionally left blank.]
 A-51




---



##### Table of Contents



CAPITAL GP L.L.C.
  By:
    /s/  Ioannis
    E. Lazaridis   Title:
    Chief Executive Officer and Chief 
    Financial Officer of Capital GP L.L.C.  CAPITAL PRODUCT PARTNERS L.P.
  By:
    Capital GP L.L.C.,   By:
    /s/  Ioannis
    E. Lazaridis   Title:
    Chief Executive Officer and
    Chief Financial Officer of Capital G.P. L.L.C.  POSEIDON PROJECT CORP.
  By:
    /s/  Evangelos
    G. Bairactaris   Title:
    Director  CRUDE CARRIERS CORP.
  By:
    /s/  Gerasimos
    G. Kalogiratos   Title:
    Chief Financial Officer  Signature Page to Agreement and Plan of Merger
 A-52




---



##### Table of Contents



ANNEX A
  FORM OF
    SUPPORT AGREEMENT
 A-1




---



##### Table of Contents



Annex A
  SUPPORT AGREEMENT
    BY AND AMONG
  CAPITAL PRODUCT PARTNERS, L.P.
    AND
    EVANGELOS M. MARINAKIS
    IOANNIS E. LAZARIDIS
    GERASIMOS G. KALOGIRATOS
    CRUDE CARRIERS INVESTMENTS CORP.
    DATED AS OF MAY 5, 2011
  A-2




---



##### 



Table
    of Contents
   
 PageARTICLE 1 GENERAL


A-41.1

Defined Terms


A-4ARTICLE 2 VOTING


A-52.1

Agreement to Vote


A-52.2

No Inconsistent Agreements


A-52.3

Proxy


A-5ARTICLE 3 REPRESENTATIONS AND WARRANTIES


A-63.1

Representations and Warranties of Each Shareholder


A-63.2

Representations and Warranties of Partners


A-7ARTICLE 4 OTHER COVENANTS


A-74.1

Prohibition on Transfers, Other Actions


A-74.2

Distributions, etc


A-74.3

Other Shares


A-74.4

No Solicitation


A-84.5

Notice of Proposals Regarding Prohibited Transactions


A-84.6

Further Assurances


A-84.7

Shareholder Capacity


A-84.8

Waiver of Appraisal Rights and Dissenters Rights and
    Actions


A-8ARTICLE 5 MISCELLANEOUS


A-85.1

Termination


A-85.2

Limitation on Liability


A-95.3

No Ownership Interest


A-95.4

Publicity


A-95.5

Notices


A-95.6

Interpretation


A-105.7

Counterparts


A-105.8

Entire Agreement


A-105.9

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial


A-105.10

Amendment; Waiver


A-115.11

Remedies


A-115.12

Severability


A-115.13

Action by Partners


A-115.14

Successors and Assigns; Third Party Beneficiaries


A-12   A-3




---



##### Table of Contents



SUPPORT
    AGREEMENT
  SUPPORT AGREEMENT Agreement Partners Shareholders Shareholder
  W I T N E
    S S E T H:
  Partners
    GP Company MergerCo Merger
    Agreement Merger Common Stock Class B Stock
  WHEREAS and/or Schedule I Existing Shares
  WHEREAS
  NOW THEREFORE
  ARTICLE 1
  GENERAL
  Defined Terms.
  Affiliate
  Beneficial Ownership and/or Rule 13d-3
 A-4




---



##### Table of Contents



Beneficially
    Own Beneficially
    Owned
  Transfer
  ARTICLE 2
  VOTING
  Agreement to Vote.
      No Inconsistent
    Agreements.
  Proxy. Grantees Section 2.1 Section 2.1(b)
 A-5




---



##### Table of Contents



ARTICLE 3
  REPRESENTATIONS
    AND WARRANTIES
  Representations and Warranties of Each
    Shareholder.
  Organization; Authorization; Validity of Agreement;
    Necessary Action.
  Ownership. Schedule I Article 2
  No Violation. Orders
  Consents and Approvals.
 A-6




---



##### Table of Contents



Absence of Litigation.
  Adequate Information.
  No Other Representations or
    Warranties. Section 3.1
  3.2 Representations and Warranties of
    Partners.
  ARTICLE 4
  OTHER
    COVENANTS
  Prohibition on Transfers, Other
    Actions.
  Distributions, etc. split-up, Existing Shares
  Other Shares. Section 4.1 Section 5.1 Section 4.1
 A-7




---



##### Table of Contents



No Solicitation. Section 4.7 Section 4.4.
  Notice of Proposals Regarding Prohibited
    Transactions.
  Further Assurances.
  Shareholder Capacity.
  Waiver of Appraisal Rights and
    Dissenters Rights and Actions.
  ARTICLE 5
  MISCELLANEOUS
  Termination.
 A-8




---



##### Table of Contents



provided Sections 5.3 5.4 Section 5.1
  Limitation on Liability. Section 5.11.
  No Ownership Interest.
  Publicity.
  Notices.
    
    
    77002-5200
     Evangelos M. Marinakis
 A-9




---



##### Table of Contents



Ioannis E. Lazaridis
     Gerasimos G. Kalogiratos
  
   Crude Carriers Investments Corp.   Director
    
  Interpretation.
  Counterparts.
  Entire Agreement. Section 4.3
  Governing Law; Consent to Jurisdiction; Waiver
    of Jury Trial.
    Section 5.5
 A-10




---



##### Table of Contents



SECTION 5.8.
  Amendment; Waiver.
  Remedies
      Severability.
  Action by Partners.
 A-11




---



##### Table of Contents



Successors and Assigns; Third Party
    Beneficiaries.
  [Remainder
    of this page intentionally left blank]
 A-12




---



##### Table of Contents



CAPITAL PRODUCT PARTNERS L.P.,
  By:
    Capital GP L.L.C., its general partner  By:
    /s/  Ioannis
    E. Lazaridis   Title:
    Chief Executive Officer and Chief Financial Officer  [Signature Page to Support Agreement]
 A-13




---



##### Table of Contents



Evangelos M. Marinakis
  [Signature Page to Support Agreement]
 A-14




---



##### Table of Contents



Ioannis E. Lazaridis
  [Signature Page to Support Agreement]
 A-15




---



##### Table of Contents



Gerasimos G. Kalogiratos
  [Signature Page to Support Agreement]
 A-16




---



##### Table of Contents



CRUDE CARRIERS INVESTMENTS CORP.
  By:
    /s/  Evangelos
    G. Bairactaris   Title:
    Director  [Signature Page to Support Agreement]
 A-17




---



##### Table of Contents



Schedule I
  SHAREHOLDER
    INFORMATION
  Existing SharesCommon Shares


Class B SharesRecord


Beneficial


Record


BeneficialName

Ownership


Ownership


Ownership


OwnershipCrude Carriers Investments Corp.


0



0



2,105,263



2,105,263Evangelos M. Marinakis


145,000



145,000



0



0Ioannis E. Lazaridis


6,000



6,000Gerasimos G. Kalogiratos


3,000



3,000



0



0  A-18




---



##### Table of Contents



ANNEX B
  AMENDED
    AND RESTATED ARTICLES OF INCORPORATION OF SURVIVING
    ENTITY
 B-1




---



##### Table of Contents



ANNEX B
  SECOND
    AMENDED AND RESTATED
    ARTICLES OF INCORPORATION
    OF
    CRUDE CARRIERS CORP.
    PURSUANT TO
    THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT
  ARTICLE I
  Name
  Corporation Crude Carriers
  ARTICLE II
  Address;
    Registered Agent
    ARTICLE III
  Incorporator
    ARTICLE IV
  Purpose
  BCA Business
    Corporations Act
  ARTICLE V
  Capital Stock
  Section 1. Definitions.
  Affiliate control controlling controlled by under common
    control with
  Person
  Voting Power
 B-2




---



##### Table of Contents



Voting Stock
  Section 2. Authorized
    Capital Stock.
  Common
    Stock Class B Stock Preferred Stock
      Section 3. Common
    Stock.
  Section 4. Class B
    Stock.
  provided that
  CCIC
     B-3




---



##### Table of Contents



one-for-one
  Section 5. Preferred
    Stock.
  Section 6. Preemptive
    Rights.
  ARTICLE VI
  Directors
  Section 1. Board
    of Directors.
  Board
      Section 2. Classification;
    Election; Vacancies; Removal.
       B-4




---



##### Table of Contents



2 3
  Section 3. Limitation
    on Director Liability. provided that
  Section 4. Amendments
    to this Article. 2 3
  ARTICLE VII
  Shareholder
    Meetings
  Section 1. Meetings
    Generally.
  Section 2. Special
    Meetings.
  Section 3. Amendments
    to this Article. 2 3
  Section 4. Quorum
    at Adjourned Meetings.
 B-5




---



##### Table of Contents



ARTICLE VIII
  Bylaws
  2 3 2 3
  ARTICLE IX
  Business
    Opportunities of the Corporation
  Section 1. Definitions.
  Bareboat Charter Agreement
  Bareboat Charter Opportunity
  Business Opportunity
  Corporation
  Capital Maritime
  Capital Maritime Entity
  Manager
  Opportunity Period
  
    with respect to a Period Charter Opportunity or Bareboat Charter
    Opportunity, 48 hours from the time a Capital Maritime
    Entity notifies Crude Carriers of such Period Charter
    Opportunity or Bareboat Charter Opportunity;
    with respect to a Spot Charter Opportunity, a reasonable period
    of time in light of the circumstances (including without
    limitation the time period the Spot Charter Opportunity is
    expected to be available) from the time a Capital Maritime
    Entity informs Crude Carriers of such Spot Charter Opportunity;
    with respect to a Vessel Acquisition Opportunity, 120 hours
    from the time a Capital Maritime Entity notifies Crude Carriers
    of such Vessel Acquisition Opportunity, unless Crude Carriers
    notifies Capital Maritime that it wishes to extend the
    Opportunity Period for such Vessel Acquisition Opportunity, in
    which case the Opportunity Period for such Vessel Acquisition B-6




---



##### Table of Contents



Opportunity shall be 192 hours from the time a Capital
    Maritime Entity notifies Crude Carriers of such Vessel
    Acquisition Opportunity; and  
    with respect to any other Business Opportunity, 120 hours
    from the time a Capital Maritime Entity notifies Crude Carriers
    of such Business Opportunity.  Period Charter Agreement
  Period Charter Opportunity
  Spot Charter Agreement
  Spot Charter Opportunity
  Vessel Acquisition Opportunity
  Section 2. General. and/or and/or
  Section 3. Business
    Opportunities.
         B-7




---



##### Table of Contents



Section 4. Termination;
    survival.
  ARTICLE X
  Amendment of
    Articles
    ARTICLE XI
  Corporate
    Existence
   B-8




---



##### Table of Contents



ANNEX C
  AMENDED
    AND RESTATED BYLAWS OF SURVIVING ENTITY
 C-1




---



##### Table of Contents



ANNEX C
  SECOND
    AMENDED AND RESTATED BYLAWS
    OF
    CRUDE CARRIERS CORP.
  ARTICLE I
  Offices and
    Agent
  Section 1. Registered
    Office and Agent. Corporation
  Section 2. Other
    Offices. Board
  ARTICLE II
  Meetings of
    Shareholders
  Section 1. Place
    of Meetings.
  Section 2. Annual
    Meetings. Articles of Incorporation
  Section 3. Special
    Meetings.
  Section 4. Notice
    of Meetings.
 C-2




---



##### Table of Contents



Section 5. Quorum;
    Adjournment. provided that
  Section 6. Proxies.
  Section 7. Voting.
  Section 8. Organization;
    Order of Business.
       C-3




---



##### Table of Contents



Section 9. Voting
    List.
  Section 10. Stock
    Ledger.
  Section 11. Record
    Date.
  Section 12. Inspectors
    of Election.
 C-4




---



##### Table of Contents



ARTICLE III
  Board of
    Directors
  Section 1. General
    Powers. provided that
  Section 2. Number
    of Directors.
  Section 3. Election
    of Directors.
  Section 4. Resignations.
  Section 5. Removal
    of Directors.
  Section 6. Newly
    Created Directorships and Vacancies.
  Section 7. Chairman
    of the Board.
  Section 8. Annual
    Meetings. provided that
  Section 9. Regular
    Meetings.
 C-5




---



##### Table of Contents



Section 10. Special
    Meetings.
  Section 11. Quorum.
  Section 12. Manner
    of Acting.
  Section 13. Organization.
  Section 14. Action
    by Written Consent.
  Section 15. Meetings
    by Electronic Means.
  Section 16. Compensation.
 C-6




---



##### Table of Contents



ARTICLE IV
  Committees
  Section 1. Constitution
    and Powers.
  Section 2. Organization
    of Committees.
  ARTICLE V
  Officers
  Section 1. Officers.
  Section 2. Chief
    Executive Officer.
  Section 3. President.
  Section 4. Chief
    Financial Officer.
 C-7




---



##### Table of Contents



Section 5. Secretary.
  Section 6. Vice
    Presidents.
  Section 7. Treasurer.
  Section 8. Assistant
    Treasurers, Assistant Controllers and Assistant
    Secretaries.
  Section 9. Removal.
  Section 10. Resignation.
 C-8




---



##### Table of Contents



Section 11. Vacancies.
  Section 12. Bank
    Accounts. provided that
  Section 13. Voting
    of Stock Held. Person
  ARTICLE VI
  Capital Stock
  Section 1. Capital
    Stock.
        and/or
 C-9




---



##### Table of Contents



Section 2. Transfers
    of stock.
  Section 3. Transfer
    Agent and Registrar.
  Section 4. Beneficial
    Owners.
  Section 5. Regulations.
  Section 6. Dividends.
  ARTICLE VII
  Indemnification
  Section 1. Directors
    Indemnification. Proceeding
   C-10




---



##### Table of Contents



provided that
      Section 2. Survival
    of Indemnification and Advancement of
    Expenses.
  ARTICLE VIII
  General
    Provisions
  Section 1. Books
    and Records.
  Section 2. Seal.
  Section 3. Fiscal
    Year.
  Section 4. Notices
    and Waivers Thereof.
     C-11




---



##### Table of Contents



Section 5. Amendments.
  Section 6. Saving
    Clause.
 C-12




---



##### Table of Contents



Appendix B
  
                               B-1




---



##### Table of Contents



B-2




---



##### Table of Contents



and/or
       B-3




---



##### Table of Contents



PART II



INFORMATION
    NOT REQUIRED IN PROSPECTUS  Item 20.
    Indemnification
    of Directors and Officers      out-of-pocket
       II-1




---



##### Table of Contents



Item 21.
    Exhibits
    and Financial Statement Schedules  Exhibit No.

Description of Document2
.1

Agreement and Plan of Merger, dated as of May 5, 2011, by
    and among Capital Product Partners L.P., Capital GP L.L.C.,
    Poseidon Project Corp., and Crude Carriers Corp. (attached as
    Appendix A to the proxy statement/prospectus).2
.2

Support Agreement (attached as Annex A to Appendix A
    to the proxy statement/prospectus).2
.3

Form of Second Amended and Restated Articles of Incorporation of
    Crude Carriers Corp., to be in effect as of the effective time
    of the merger (attached as Annex B to Appendix A to
    the proxy statement/prospectus).2
.4

Form of Second Amended and Restated Bylaws of Crude Carriers
    Corp., to be in effect as of the effective time of the merger
    (attached as Annex C to Appendix A to the proxy
    statement/prospectus).3
.1

Amended and Restated Articles of Incorporation of Crude Carriers
    Corp., as currently in effect.3
.2

Amended and Restated Bylaws of Crude Carriers Corp., as
    currently in effect.5
.1

Opinion of Watson, Farley & Williams (New York) LLP as
    to the legality of the units being registered.8
.1

Tax Opinion of Sullivan & Cromwell LLP.8
.2

Tax Opinion of Akin Gump Strauss Hauer & Feld LLP.8
.3

Tax Opinion of Watson, Farley & Williams (New York)
    LLP.23
.1

Consent of Deloitte. Hadjipavlou, Sofianos & Cambanis
    S.A. regarding CPLP.23
.2

Consent of Deloitte. Hadjipavlou, Sofianos & Cambanis
    S.A. regarding Crude.99
.1

Consent of Jefferies & Company, Inc.99
.2

Proxy Card for the Special Meeting of Crude Carriers Corp.   Item 22.
    Undertakings          S-3, Form S-8 Form F-3
   II-2




---



##### Table of Contents



Form 20-F
           II-3




---



##### Table of Contents



SIGNATURES   
    By:
    Capital GP L.L.C., its general partnerBy:
    /s/  Ioannis
    E. Lazaridis   Title:
    Chief Executive Officer and Chief      
 Signature

Title

Date/s/  Evangelos
    M. MarinakisEvangelos
    M. Marinakis

Chairman of the Board of
    Directors of CPLP

July 18, 2011/s/  Ioannis
    E. LazaridisIoannis
    E. Lazaridis

Chief Executive Officer and
    Chief Financial Officer of 
    Capital GP L.L.C.

July 18, 2011/s/  Donald
    J. PuglisiDonald
    J. Puglisi

U.S. Representative

July 18, 2011  
 II-4