EX-4.54



 Exhibit 4.54 

EXECUTION COPY 
 AMENDMENT TO
FLOATING RATE MANAGEMENT AGREEMENT 
 AMENDMENT NO. 21 made effective the 26th day of February 2016, to the Floating Rate Management
Agreement dated the 9th of June 2011 (the “Floating Rate Management Agreement”), as amended; by and between CAPITAL PRODUCT PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands
(“CLP”), and CAPITAL SHIP MANAGEMENT CORP., a company duly organized and existing under the laws of Panama with its registered office at Hong Kong Bank building, 6th floor, Samuel Lewis Avenue, Panama, and a representative office
established in Greece at 3, Iassonos Street, Piraeus Greece (“CSM”). 
 WHEREAS: 

 

	 	A.	CLP owns vessels and requires certain commercial and technical management services for the operation of its fleet; 

  

	 	B.	Pursuant to the Floating Rate Management Agreement, CLP engaged CSM to provide such commercial and technical management services to CLP on the terms set out therein; 


 

	 	C.	CLP and CSM agree to make a correction as required and amend and restate this agreement. 

 NOW
THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows: 

Section 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the
Floating Rate Management Agreement. 

  
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Amendments. 
 (a) Schedule “B” of the Floating Rate Management
Agreement is hereby amended to read in its entirety as follows: 
 SCHEDULE B 

VESSELS AND DATE OF TERMINATION 
  

			
	 Vessel Name
	  	 Expected

Termination Date

	Cape Agamemnon	  	June 2021
	Arionas	  	August 2016
	Agisilaos	  	December 2016
	Avax	  	April 2017
	Axios	  	June 2017
	Akeraios	  	August 2017
	Apostolos	  	September 2017
	Aristotelis	  	November 2018
	Agamemnon	  	December 2017
	Archimidis	  	December 2017
	Anemos I	  	December 2017
	Hyundai Premium	  	Mar-April 2018
	Hyundai Paramount	  	Mar-April 2018
	Hyundai Platinum	  	August-September 2018
	Hyundai Privilege	  	August-September 2018
	Huyndai Prestige	  	August-September 2018
	Assos	  	 April 2019

	Atrotos	  	 April 2019

	Ayrton II	  	 April 2019

	Amore Mio II	  	 May 2019

	Active	  	March 2020
	CMA CGM Amazon	  	 June 2020

	Amadeus	  	 June 2020

	CMA CGM Uruguay	  	 September 2020

	Alkiviadis	  	 October 2020

	CMA CGM Magdalena	  	 February 2021



  
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 Section 2. Effectiveness of Amendment. This Amendment shall become effective for each
vessel as of 26th February 2016 (the “Amendment Effective Date”). 
 Section 3. Effect of Amendment. Except as
expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, amend, or otherwise affect the rights and remedies of CLP or CSM under the Floating Rate Management Agreement, and shall not
alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Floating Rate Management Agreement, all of which are ratified and affirmed in all respects and shall continue in full force
and effect. Nothing herein shall be deemed to entitle CLP or CSM to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Floating Rate Management
Agreement in similar or different circumstances. This Amendment shall apply and be effective with respect to the matters expressly referred to herein. After the Amendment Effective Date, any reference to the Floating Rate Management Agreement shall
mean the Floating Rate Management Agreement with such amendments effected hereby. 
 Section 4. Counterparts. This Amendment may
be executed in one or more signed counterparts, facsimile or otherwise, which shall together form one instrument. 

  
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 IN WITNESS WHEREOF the Parties have executed this Amendment this 26th day of February 2016 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:
	 	 /s/ Gerasimos Kalogiratos

	 Name:
	 	Gerasimos Kalogiratos
	 Title:
	 	Chief Executive Officer and Chief Financial Officer of Capital GP L.L.C.
	
	CAPITAL SHIP MANAGEMENT CORP.,
		
	 By:
	 	 /s/ Nikolaos Syntichakis

	 Name:
	 	Nikolaos Syntichakis
	 Title:
	 	Attorney-in-Fact&Legal Representative



  
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