Exhibit
4.12





AMENDMENT
TO MANAGEMENT AGREEMENT
  AMENDMENT
NO. 4 made effective the 7th day of April 2009 to the Management Agreement dated
the 3rd day of April 2007, as amended the 24th day of September 2008 and the
27th day of March 2008 and the 30th day of April 2008 (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 Agamemnon II and to dispose of the
      product tanker Assos;
  D.
              CLP
      wishes for CSM to provide commercial and technical services under the
      Management Agreement with respect to the product tanker Agamemnon II and
      to cease providing such services for the product tanker
    Assos;
  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.
   A-1
   Section
2. Amendments.  (a)
Paragraph (22) of Schedule “A” of the Management Agreement is hereby amended to
read in its entirety as follows:
  (22)
      CSM shall make arrangements as instructed by the respective Classification
      Societies of the Amore Mio II, the Aristofanis and the Agamemnon II for
      the next scheduled intermediate or special survey of each vessel, as
      applicable, and all costs in connection with passing such survey
      (including dry-docking) and satisfactory compliance with class
      requirements will be borne by CSM.
  (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 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
                
                5,500Arionas
                
                5,500Axios
                
                5,500Aiolos
                
                250Avax
                
                5,500Atrotos
                
                5,500Akeraios
                
                5,500Anemos
      I
                
                5,500Apostolos
                
                5,500Alexandros
      II
                
                250Aristotelis
      II
                
                250Aris
      II
                
                250Attikos
                
                5,500Amore
      Mio II
                
                8,500Aristofanis
                
                5,500Agamemnon
      II
                
                6,500
   A-2
   (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
      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
      2012Amore
      Mio II
              
              March
      - April 2013Aristofanis
              
              March
      - April 2013Agamemnon
      II
              
              October
      2013
   A-3
   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