Exhibit
4.14








AMENDMENT
TO MANAGEMENT AGREEMENT
  AMENDMENT
NO. 6 dated 30th
April2009 to the
Management Agreement dated the 3rd day
of April 2007, as amended, and made effective as of the Amendment Effective Date
as defined below (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.
              Certain
      matters have come to the attention of the Parties which were not covered
      by such Management Agreement at the time it was entered
    into;
  D.
              The
      Parties are willing to agree and have agreed to amend certain provisions
      of the Management Agreement, as set forth herein;
  and
  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.
  
 A-1
  
 Section
2. Amendments.  (a)
Paragraph (1) of Schedule “D” of the Management Agreement is hereby amended to
read in its entirety as follows:
  (1) repairs,
refurbishment or modifications, including those not covered by the guarantee of
the shipbuilder or by the insurance covering the Vessels, resulting from
maritime accidents, collisions, other accidental damage or unforeseen events
(except to the extent that such accidents, collisions, damage or events are due
to the fraud, gross negligence or wilfull misconduct of CSM, its employees or
its agents, unless and to the extent otherwise covered by insurance). CSM shall
be entitled to receive additional remuneration for time (charged at the rate of
US$750 per man per day of 8 hours) for any time that the personnel of CSM will
spend on attendance on any Vessel in connection with matters set out this
subsection (1). In addition CLP will pay any reasonable travel and accommodation
expenses of the CSM personnel incurred in connection with such additional time
spent.
  Section
3. Effectiveness of
Amendment.  The Parties agree that this Amendment shall be
effective as of 1stApril
2009.
  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.  As of the date hereof, 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