Exhibit
4.5
  EXECUTION
COPY
  AMENDMENT
TO MANAGEMENT AGREEMENT
  AMENDMENT NO. 1 made effective the 24th
day of September 2007 to the Management Agreement dated the 3rd day of April
2007 (the “Management
Agreement”); 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 Management Agreement, CLP engaged CSM to provide such commercial
      and technical management services to CLP on the terms set out
      therein;
  C.
              CLP
      wishes to acquire the product tanker M/T
  Attikos;
  D.
              CLP
      wishes for CSM to provide commercial and technical services under the
      Management Agreement with respect to the product tanker M/T
      Attikos;
  E.
              CLP
      has requested that CSM agree to amend certain provisions of the Management
      Agreement, as set forth herein; and
  F.
              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 Management
Agreement.
  Section 2.  Amendments.  (a)
The definition of “Additional Vessels” set forth in Section 1 of the Management
Agreement is hereby amended to read in its entirety as follows:
  “Additional Vessels”
means product tankers not in the ownership of CLP on the date of this agreement
and product tankers not forming part of the newbuildings fleet as set out in
Schedule “C” to this Agreement, that CLP may subsequently purchase.
    A-1
   Such
Additional Vessels, after their acquisition by CLP, for the purposes of this
Agreement shall also be referred to herein as Vessels.
  (b) Schedule “B” of the Management
Agreement is hereby amended to read in its entirety as follows:
  SCHEDULE B
  FEES
  In consideration for the provision of
the Services listed in Schedule A by CSM to CLP, CLP shall pay CSM a fixed daily
fee of US$5,500 per time-chartered Vessel, payable on the last day of each
month, and will also pay a fixed daily fee of US$250 per bareboat-chartered
Vessel, as set forth in the table below.  Notwithstanding anything in
this Agreement to the contrary, this Schedule will be amended from time to time
to reflect the applicable fee for each Additional Vessel, which fee shall be
negotiated on a vessel-by-vessel basis.
  Vessel
      Name
              
              Daily
      Fee in US$Atlantas
              
              250Aktoras
              
              250Agisilaos
              
              5,500Assos
              
              5,500Arionas
              
              5,500Axios
              
              5,500Aiolos
              
              250Avax
              
              5,500Atrotos
              
              5,500Akeraios
              
              5,500Anemos
      I
              
              5,500Apostolos
              
              5,500Alexandros
      II
              
              250Aristotelis
      II
              
              250Aris
      II
              
              250Attikos
              
              5,500
 
   
   (c) Schedule “E” of the
Management Agreement is hereby amended to read in its entirety as
follows:
  SCHEDULE
E
  DATE OF
TERMINATION
 Vessel
      Name
              
              Expected
                  Termination
      DateAtlantas
              
              January-April
      2011Aktoras
              
              April-July
      2011Agisilaos
              
              May-August
      2011Assos
              
              February-May
      2011Arionas
              
              August-November
      2011Axios
              
              December
      2011-March 2012Aiolos
              
              November
      2011- February 2012Avax
              
              June
      2010Atrotos
              
              February-May
      2012Akeraios
              
              May-August
      2012Anemos
      I
              
              July-October
      2012Apostolos
              
              July-October
      2012Alexandros
      II
              
              December
      2012-March 2013Aristotelis
      II
              
              March-June
      2013Aris
      II
              
              May-August
      2013Attikos
              
              September-November
      2009
 
 Section 3.  Effectiveness of
Amendment.  This Amendment shall become effective as of the
date hereof (the “Amendment Effective
Date”).
  Section 4.  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
    
    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
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 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 Management Agreement shall mean
the Management Agreement with such amendments effected hereby.
  Section 5.  Counterparts.  This
Amendment may be executed in one or more signed counterparts, facsimile or
otherwise, which shall together form one instrument.
    
 
  IN WITNESS WHEREOF the Parties have
executed this Amendment 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:  Ioannis E. LazaridisTitle:   Chief Executive Officer and
                  Chief Financial Officer of
                  Capital GP L.L.C.
  CAPITAL
      SHIP MANAGEMENT CORP.,By:Name:  Nikolaos SyntichakisTitle  :  Attorney-in-Fact