EX-4.46



 Exhibit 4.46 

EXECUTION COPY 
 AMENDMENT TO
FLOATING RATE MANAGEMENT AGREEMENT 
 AMENDMENT NO. 12 made effective the 28th day of November, 2013, 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 wishes for CSM to provide commercial and technical services under the Floating Rate Management Agreement with respect to the Liberian flagged
product carrier “Aristotelis”; 


  

	 	D.	 CLP has requested that CSM agree to amend certain provisions of the Floating Rate Management Agreement, as set forth herein; and



  

	 	E.	 CSM is willing to agree to such amendments as set forth herein. 



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. 

  
 1 








 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 2016
		
	Arionas	  	August 2016
		
	Agisilaos	  	December 2016
		
	Avax	  	April 2017
		
	Axios	  	June 2017
		
	Akeraios	  	August 2017
		
	Apostolos	  	September 2017
		
	Aristotelis	  	November 2018
		
	Archimidis	  	December 2017
		
	Anemos I	  	December 2017
		
	Alexandros II	  	Mar-May 2013
		
	Hyundai Premium	  	Mar-April 2018
		
	Hyundai Paramount	  	Mar-April 2018
		
	Hyundai Platinum	  	August-September 2018
		
	Hyundai Privilege	  	August-September 2018
		
	CCNI Angol	  	August-September 2018


  
 2 








 Section 2. Effectiveness of Amendment. This Amendment shall become
effective for each vessel as of 28th November 2013 (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. 

  
 3 








 IN WITNESS WHEREOF the Parties have executed this Amendment this 28th November, 2013 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/ Ioannis E. Lazaridis
		 		 	Name:	 	 Ioannis E. Lazaridis

		 		 	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



  
 4