Exhibit 10.4


 


FORM OF ADMINISTRATIVE SERVICES
AGREEMENT


 


THIS AGREEMENT
made effective the • day of • 2007; by and
between CAPITAL PRODUCT PARTNERS L.P., a limited partnership duly organized and
existing under the laws of the Marshall Islands with its registered office at
c/o Capital Ship Management Corp., 3 Iassonos Street, Piraeus, 18537, Greece (“CLP”)
and CAPITAL SHIP MANAGEMENT CORP., a company duly organized and existing under
the laws of Panama with its registered office at Hong Kong Bank building, 6th
floor, Samuel Lewis Avenue, Panama, and a representative office established in
Greece at 3, Iassonos street, Piraeus Greece (“CSM”).


 


WHEREAS:


 


A.   CLP,
a limited partnership whose units will be listed and will trade on the Nasdaq
Global Market, owns vessels and requires certain administrative support
services for the operation of its fleet; and


 


B.   CLP
wishes to engage CSM to provide such administrative support services to CLP on
the terms set out herein.


 


NOW THEREFORE, the
parties agree that, in consideration for CSM providing the administrative
support services set forth in Schedule “A” to this Agreement (the “Services”),
and subject to the Terms and Conditions attached hereto, CLP shall reimburse
CSM the costs and expenses incurred by CSM in the manner provided for in
Schedule “B” to this Agreement (the “Costs and Expenses”).


 


IN WITNESS WHEREOF the
Parties have executed this Agreement by their duly authorized signatories with
effect on the date first above written.


 


	
   

  	
  CAPITAL PRODUCT PARTNERS L.P. BY ITS GENERAL
  PARTNER, CAPITAL GP L.L.C.,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


	
   

  	
  CAPITAL SHIP MANAGEMENT CORP.,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 

















 


ARTICLE I


 


TERMS AND CONDITIONS


 


Section 1. Definitions. In this
Agreement, the term:


 


“Change of Control” means with respect to any
entity, an event in which securities of any class entitling the holders thereof
to elect a majority of the members of the board of directors or other similar
governing body of the entity are acquired, directly or indirectly, by a “person”
or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the
Exchange Act), who did not immediately before such acquisition own securities
of the entity entitling such person or group to elect such majority (and for
the purpose of this definition, any such securities held by another person who
is related to such person shall be deemed to be owned by such person);


 


“Limited Partnership Agreement” means the
amended and restated agreement of limited partnership of CLP dated as of •
, as from time to time amended;


 


“CGP” means Capital GP L.L.C., a Marshall
Islands limited liability company that is the general partner of CLP;


 


“CLP Group” means CLP, CGP and subsidiaries of
CLP;


 


“Costs and Expenses” has the meaning set forth
in Schedule B to this Agreement; and


 


“Unitholders” means holders of units
representing limited partnership interests in CLP.


 


Section 2. General.  CSM shall provide all or such portion
of the Services, in a commercially reasonable manner, as CLP, may from time to
time direct, all under the supervision of CLP, as represented by CGP in its
capacity as the general partner of CLP.


 


Section 3. Covenants.  During the term of this Agreement CSM
shall:


 


(a) diligently provide or sub-contract for
the provision of (in accordance with Section 19 hereof) the Services to CLP as
an independent contractor, and be responsible to CLP for the due and proper
performance of same;


 


(b) retain at all times a qualified staff so
as to maintain a level of expertise sufficient to provide the Services; and


 


(c) keep full and proper books, records and
accounts showing clearly all transactions relating to its provision of Services
in accordance with established general commercial practices and in accordance
with United States generally accepted accounting principles, and allow CLP and
its representatives to audit and examine such books, records and accounts at
any time during customary business hours.


 


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Section 4. Non-exclusivity.  CSM and its employees may provide
services of a nature similar to the Services to any other person. There is no
obligation for CSM to provide the Services to CLP on an exclusive basis.


 


Section 5. Confidential Information.  CSM shall be obligated to keep
confidential, both during and after the term of this Agreement, all information
it has acquired or developed in the course of providing Services under this
Agreement. CLP shall be entitled to any equitable remedy available at law or
equity, including specific performance, against a breach by CSM of this
obligation. CSM shall not resist such application for relief on the basis that
CLP has an adequate remedy at law, and CSM shall waive any requirement for the
securing or posting of any bond in connection with such remedy.


 


Section 6. Reimbursement of Costs and Expenses.  In consideration for CSM providing the
Services, CLP shall reimburse CSM the Costs and Expenses in the manner provided
in Schedule “B” to this Agreement.


 


Section 7. General Relationship Between The Parties.  The
relationship between the parties is that of independent contractor. The parties
to this Agreement do not intend, and nothing herein shall be interpreted so as,
to create a partnership, joint venture, employee or agency relationship between
CSM and any one or more of CLP, CGP in its capacity as general partner on
behalf of CLP or any member of the CLP Group.


 


Section 8. Indemnity.  CLP shall indemnify and hold harmless
CSM and its employees and agents against all actions, proceedings, claims,
demands or liabilities which may be brought against them due to this Agreement
including, without limitation, all actions, proceedings, claims, demands or
liabilities brought under the environmental laws of any jurisdiction, and
against and in respect of all costs and expenses (including legal costs and
expenses on a full indemnity basis) they may suffer or incur due to defending
or settling same, provided however that such indemnity shall exclude any or all
losses, actions, proceedings, claims, demands, costs, damages, expenses and
liabilities whatsoever which may be caused by or due to the fraud, gross
negligence or willful misconduct of CSM or its employees or agents.


 


Section 9. NO CONSEQUENTIAL DAMAGES.  NEITHER CSM NOR ANY OF ITS AFFILIATES
SHALL BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY
CLP, OR FOR PUNITIVE DAMAGES, WITH RESPECT TO ANY TERM OR THE SUBJECT MATTER OF
THIS AGREEMENT, EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE. THIS
LIMITATION APPLIES TO ALL CAUSES OF ACTION, INCLUDING, WITHOUT LIMITATION,
BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, FRAUD,
MISREPRESENTATION AND OTHER TORTS.


 


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Section 10. Term And Termination.  This Agreement shall have an initial
term of five years unless terminated by either party hereto on not less than
one hundred and twenty (120) days notice if:


 


(a)           in
the case of CLP, there is a Change of Control of CSM and in the case of CSM, if
there is a Change of Control of CGP or CLP;


 


(b)           in the case of CSM and at the election of
CSM, there is a Change of Control of CLP;


 


(c)           the
other party breaches this Agreement;


 


(d)           a
receiver is appointed for all or substantially all of the property of the other
party;


 


(e)           an
order is made to wind-up the other party;


 


(f)            a
final judgment, order or decree which materially and adversely affects the
ability of the other party to perform this Agreement shall have been obtained
or entered against that party and such judgment, order or decree shall not have
been vacated, discharged or stayed; or


 


(g)           the
other party makes a general assignment for the benefit of its creditors, files
a petition in bankruptcy or for liquidation, is adjudged insolvent or bankrupt,
commences any proceeding for a reorganization or arrangement of debts,
dissolution or liquidation under any law or statute or of any jurisdiction
applicable thereto or if any such proceeding shall be commenced.


 


Section 11. Costs and Expenses Upon Termination.  Upon termination of this Agreement in
accordance with Section 10 hereof, CLP shall be obligated to pay CSM any and
all amounts payable pursuant to Section 6 hereof for Services provided prior to
the time of termination.


 


Section 12. Surrender Of Books And Records.  Upon termination of this Agreement,
CSM shall forthwith surrender to CLP any and all books, records, documents and
other property in the possession or control of CSM relating to this Agreement
and to the business, finance, technology, trademarks or affairs of CLP and any
member of the CLP Group and, except as required by law, shall not retain any
copies of same.


 


Section 13. Force Majeure.  Neither party shall be liable for any
failure to perform this Agreement due to any cause beyond its reasonable
control.


 


Section 14. Entire Agreement.  This Agreement forms the entire
agreement between the parties with respect to the subject matter hereof and
supersedes and replaces all previous agreements, written or oral, with respect
to the subject matter hereof.


 


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Section 15. Severability.  If any provision herein is held to be
void or unenforceable, the validity and enforceability of the remaining
provisions herein shall remain unaffected and enforceable.


 


Section 16. Currency.  Unless stated otherwise, all currency
references herein are to United States Dollars.


 


Section 17. Law And Arbitration.  This Agreement shall be governed by
the laws of England. Any dispute under this Agreement shall be put to
arbitration in England, a jurisdiction to which the parties hereby irrevocably
submit.


 


Section 18. Notice.  Notice under this Agreement shall be
given (via hand delivery or facsimile) as follows:


 


If to CLP:


 


3 Iassonos Street


Piraeus, 18537 Greece


Attn: Ioannis E. Lazaridis


Fax: +30 210 428 4285


 


If to CSM:


 


3 Iassonos Street


Piraeus, 18537 Greece


Attn: Director


Fax: +30 210 428 4285


 


Section 19. Sub-contracting And Assignment.  CSM shall not assign this Agreement to
any party that is not a subsidiary or affiliate of CSM except upon written
consent of CLP. CSM may freely sub-contract or sub-license this Agreement, so
long as CSM remains liable for performance of the Services and its obligations
under this Agreement.


 


Section 20. Waiver. The failure of
either party to enforce any term of this Agreement shall not act as a waiver.
Any waiver must be specifically stated as such in writing.


 


Section 21. Affiliates.  This Agreement shall be binding upon
and inure to the benefit of the affiliates of CLP and/or CSM.


 


Section 22. Counterparts. This
Agreement may be executed in one or more signed counterparts, facsimile or
otherwise, which shall together form one instrument.


 


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SCHEDULE A



SERVICES


 


CSM shall provide such of the following administrative
support services (the “Services”) to CLP, as CGP may from time to time
request and direct CSM to provide pursuant to Section 1.02:


 


(a)                                  Keep and maintain at
all times books, records and accounts which shall contain particulars of
receipts and disbursements relating to the assets and liabilities of CLP and
such books, records and accounts shall be kept pursuant to normal commercial
practices that will permit CLP to prepare or cause to be prepared financial
statements in accordance with U.S. generally accepted accounting principles and
in each case shall also be in accordance with those required to be kept by CLP
under applicable federal securities laws and regulations in the United States
and as CLP is required to keep and file under applicable foreign taxing
regulations and the U.S. Internal Revenue Code of 1986 and the regulations
applicable with respect thereto, all as amended from time to time;


 


(b)                                 Prepare all such
returns, filings and documents, for review and approval by CLP as may be
required under the Limited Partnership Agreement as well as such other returns,
filings, documents and instruments as may from time to time be requested or
instructed by CLP; and file such documents, as applicable, as directed by CLP
with the relevant authority;


 


(c)                                  Provide, or arrange
for the provision of, advisory services to CLP with respect to CLP’s
obligations under applicable securities laws and regulations in the United
States and assist CLP in arranging for compliance with continuous disclosure
obligations under applicable securities laws and regulations and the rules and
regulations of the Nasdaq Global Market and any other securities exchange upon
which CLP’s securities are listed, including the preparation for review,
approval and filing by CLP of reports and other documents with all applicable
regulatory authorities, providing that nothing herein shall permit or authorize
CSM to act for or on behalf of CLP in its relationship with regulatory
authorities except to the extent that specific authorization may from time to
time be given by CLP;


 


(d)                                 Provide, or arrange
for the provision of, advisory, clerical and investor relations services to
assist and support CLP in its communications with its Unitholders, including in
connection with disclosures that may be required for regulatory compliance to
its Unitholders and the wider financial markets, as CLP may from time to time
request or direct, provided that nothing herein shall permit or authorize CSM
to determine the content of any such communications by CLP to its Unitholders
and the wider financial markets;


 


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(e)                                  At the request and
under the direction of CLP, handle, or arrange for the handling of, all
administrative and clerical matters in respect of (i) the call and arrangement
of all meetings of the Unitholders pursuant to the Limited Partnership
Agreement, (ii) the preparation of all materials (including notices of meetings
and information circulars) in respect thereof and (iii) the submission of all
such materials to CLP in sufficient time prior to the dates upon which they
must be mailed, filed or otherwise relied upon so that CLP has full opportunity
to review them, approve them, execute them and return them to CSM for filing or
mailing or other disposition as CLP may require or direct;


 


(f)                                    Provide, or arrange
for the provision of, or secure sufficient and necessary office space,
equipment and personnel including all accounting, clerical, secretarial,
corporate and administrative services as may be reasonably necessary for the
performance of CLP’s business;


 


(g)                                 Arrange for the
provision of such audit, accounting, legal, insurance and other professional
services as are reasonably required by CLP from time to time in connection with
the discharge of its responsibilities under the Limited Partnership Agreement,
to the extent such advice and analysis can be reasonably provided or arranged
by CSM, provided that nothing herein shall permit CSM to select the auditor of
CLP, which shall be selected in accordance with the provisions for the appointment
of the auditor pursuant to the Limited Partnership Agreement or as otherwise be
required by law governing CLP, or to communicate with the auditor other than in
the ordinary course of making such books and records available for review as
the auditors may require and to respond to queries from the auditors with
respect to the accounts and statements prepared by, or arranged by, CSM, and in
particular CSM will not have any of the authorities, rights or responsibilities
of the audit committee of CSM, but shall provide, or arrange for the provision
of, information to such committee as may from time to time be required or
requested; and provided further that nothing herein shall entitle CSM to retain
legal counsel for CLP unless such selection is specifically approved by CSM;


 


(h)                                 Provide, or arrange
for the provision of, such assistance and support as CLP may from time to time
request in connection with any new or existing financing for CLP, such
assistance and support to be provided in accordance with the direction, and
under the supervision of CLP, as represented by CGP in its capacity as the
general partner of CLP;


 


(i)                                     Provide, or
arrange for the provision of, such administrative and clerical services as may
be required by CLP to support and assist CLP in considering any future
acquisitions or divestments of assets of CLP, all under the direction and under
the supervision of CLP, as represented by CGP in its capacity as the general
partner of CLP;


 


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(j)                                     Provide, or
arrange for the provision of, such support and assistance to CLP as CLP may
from time to time request in connection with any future offerings of Units that
CLP may at any time determine is desirable for CLP, all under the direction and
supervision of CLP, as represented by CGP in its capacity as the general
partner of CLP;


 


(k)                                  Provide, or arrange
for the provision of, at the request and under the direction of CLP, such
communications to the transfer agent for CLP as may be necessary or desirable;


 


(l)                                     Prepare and
provide, or arrange for the preparation and provision of, regular cash reports
and other accounting information for review by CLP, so as to permit and enable
CLP to make all determinations of financial matters required to be made pursuant
to the Limited Partnership Agreement, including the determination of amounts
available for distribution by CLP to its Unitholders, and to assist CLP in
making arrangements with the transfer agent for CLP for the payment of
distributions to the Unitholders in accordance with the Limited Partnership
Agreement;


 


(m)                               Provide, or arrange for
the provision of, such assistance to CLP as CLP may request or direct with
respect to the performance of the obligations to the Unitholders under the
Limited Partnership Agreement and to provide monitoring of various obligations
and rights under agreements entered into by CLP and provide advance reports on
a timely basis to CLP advising of steps, procedures and compliance issues under
such agreements, so as to enable CLP, through its general partner to make all
such decisions as would be necessary or desirable thereunder;


 


(n)                                 Provide, or arrange
for the provision of, such additional administrative and clerical services
pertaining to CLP, the assets and liabilities of CLP and the Unitholders and
matters incidental thereto as may be reasonably requested by CLP from time to
time;


 


(o)                                 Negotiate and arrange,
at the request and under the direction of CLP, for interest rate swap
agreements, foreign currency contracts, forward exchange contracts and any
other hedging arrangements;


 


(p)                                 Provide, or arrange
for the provision of, IT services;


 


(q)                                 Maintain, or arrange
for the maintenance of, CLP’s and CLP’s subsidiaries’ existence and good
standing in necessary jurisdictions;


 


(r)                                    Negotiate, at the
request and under the direction of CLP, loan and credit terms with lenders and
monitor and maintain compliance therewith;


 


(s)                                  Provide, or arrange
for the provision of, at the request and under the direction of CLP, cash
management and services, including assistance


 


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with preparation of budgets, overseeing
banking services and bank accounts and arranging for the deposit of funds; and


 


(t)                                    Monitor the
performance of investment managers.


 


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SCHEDULE B  



COSTS AND EXPENSES


 


Within 30 days after the end of each month, CSM shall
submit to CLP for payment an invoice for reimbursement of all costs and
expenses reasonably incurred by CSM (the “Costs and Expenses”) in
connection with the provision of the Services listed in Schedule A by CSM to
CLP for such month. Each statement will contain such supporting detail as may
be reasonably required to validate such amounts due.


 


CLP shall make payment within 15 days of the date of
each invoice (any such day on which a payment is due, the “Due Date”). All
invoices for Services are payable in U.S. dollars. All amounts not paid within
10 days after the Due Date shall bear interest at the rate of 1.00% per annum
over US$ LIBOR from such Due Date until the date payment is received in full by
CSM.


 


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