Exhibit
4.6




EXECUTION
COPY






AMENDMENT
TO MANAGEMENT AGREEMENT





AMENDMENT
NO. 2 made effective the 27th day of March 2008 to the Management Agreement
dated the 3rd day of April 2007, as amended the 24th day of September 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 Amore Mio II;D.
              CLP
      wishes for CSM to provide commercial and technical services under the
      Management Agreement with respect to the product tanker Amore Mio
      II;E.
              CLP
      has requested that CSM agree to amend certain provisions of the Management
      Agreement, as set forth herein; andF.
              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 tankers not in the ownership of CLP on the date of this agreement and
tankers not forming part of the newbuildings fleet as set out in Schedule “C” to
this Agreement, that CLP may subsequently purchase.







Such
Additional Vessels, after their acquisition by CLP, for the purposes of this
Agreement shall also be referred to herein as Vessels.




(b)  The
      first paragraph of Section 9 of the Management Agreement is hereby amended
      to read in its entirety as follows:




Section
9. Term And
Termination.  With respect to each of the Vessels, this
Agreement shall commence from the date on which each Vessel is acquired by CLP
and will continue for approximately five years or as more specifically described
on Schedule E to this Agreement, unless terminated by either party hereto on not
less than one hundred and twenty (120) days notice if:













(c)
Schedule “A” of the Management Agreement is hereby amended to read in its
entirety as follows:




SCHEDULE
A




SERVICES




CSM shall provide such of the following
commercial and technical management services (the “Services”) to CLP, as
CGP may from time to time request and direct CSM to provide pursuant to Section
1.02:




(1)           Negotiating
on behalf of CLP time charters, bareboat charters and other employment contracts
with respect to the Vessels and monitor payments thereunder;




(2)           Exercising
of due diligence to:




(i)
            maintain
      and preserve each Vessel and her equipment in full compliance with
      applicable rules and regulations, including Environmental Laws, good
      condition, running order and repair, so that each Vessel shall be, insofar
      as due diligence can make her in every respect seaworthy and in good
      operating condition;




(ii)
            keep
      each Vessel in such condition as will entitle her to the highest
      classification and rating from the classification society chosen by her
      owner or charter for vessels of the class, age and
  type;




(iii)
            prepare
      and obtain all necessary approvals for a shipboard oil pollution emergency
      plan (SOPEP) in a form approved by the Marine Environment Protection
      Committee of the International Maritime Organisation pursuant to the
      requirements of Regulation 26 of Annex I of the International Convention
      for the Prevention of Pollution from Ships, 1973, as modified by the
      Protocol of 1978 relating thereto, as amended (MARPOL 73/78), and provide
      assistance with respect to such other documentation and record-keeping
      requirements pursuant to applicable Environmental
  Laws;




(iv)
            arrange
      for the preparation, filing and updating of a contingency Vessel Response
      Plan in accordance with the requirements of the U.S. Oil Pollution Act of
      1990 as amended (“OPA”), and instruct the crew in all aspects of the
      operation of such plan;




(v)
            inform
      CLP promptly of any major release or discharge of oil or other hazardous
      material in compliance with law and identify and ensure the availability
      by contract or otherwise of a Qualified Individual, a Spill Management
      Team, an Oil Spill Removal Organisation (as such terms are defined by
      applicable Environmental Laws), and any other individual or entity
      required by Environmental Laws, resources having salvage, firefighting,
      lightering
      and, if applicable, dispersant capabilities, and public relations/media
      personnel to assist CLP to deal with the media in the event of discharges
      of oil;













(vi)
            arrange
      and procure for the vetting of the Vessels and CLP or CSM  by
      major charterers and arranging and attending relevant inspections of the
      Vessels, including pre-vetting inspections, or visits at the premises of
      CSM up to a maximum number of five inspection visits per Vessel per year
      to be attended by CSM, with additional visits to be for the account of
      CLP; and




(vii)
            provide
      copies of any vessel inspection reports, valuations, surveys or similar
      reports upon request.






CSM is
expressly authorized as agents for CLP to enter into such arrangements by
contract or otherwise as are required to ensure the availability of the Services
outlined above. CSM is further expressly authorized as agents for CLP to enter
into such other arrangements as may from time to time be necessary to satisfy
the requirements of OPA or other Federal or State laws.




(3)           Storing,
victualing and supplying of each Vessel and the arranging for the purchase of
certain day to day stores, supplies and parts;




(4)           Procuring
and arrangement for port entrance and clearance, pilots, vessel agents, consular
approvals, and other services necessary or desirable for the management and safe
operation of each Vessel;




(5)           Preparing,
issuing or causing to be issued to shippers the customary freight contract,
cargo receipts and/or bills of lading;




(6)           Performance
of all usual and customary duties concerned with the loading and discharging of
cargoes at all ports;




(7)           Naming
of vessel agents for the transaction of each Vessel’s business;




(8)           Arrangement
and retention in full force and effect of all customary insurance pertaining to
each Vessel as instructed by the owner or charterer and all such policies of
insurance, including but not limited to protection and indemnity, hull and
machinery, war risk and oil pollution covering each Vessel; if requested by the
owner or charterer, making application for certificates of financial
responsibility on behalf of the Vessels covered hereunder;




(9)           Adjustment
and the negotiating of settlements, with or on behalf of claimants or
underwriters, of any claim, damages for which are recoverable under policies of
insurance;













(10)         If
requested, provide CLP with technical assistance in connection with any sale of
any Vessel. CSM  will, if requested in writing by CLP, comment on the
terms of any proposed Memorandum of Agreement, but CLP will remain solely
responsible for agreeing the terms of any Memorandum of Agreement regulating any
sale;




(11)         Arrangement
or the prompt dispatch of each Vessel from loading and discharging ports and for
transit through canals;




(12)         Arrangement
for employment of counsel, and the investigation, follow-up and negotiating of
the settlement of all claims arising in connection with the operation of each
Vessel; it being understood that CLP will be responsible for the payment of such
counsel’s fees and expenses;




(13)         Arrangement
for the appointment of an adjuster and assistance in preparing the average
account, taking proper security for the cargo’s and freight’s proportion of
average, and in all ways reasonably possible protecting the interest of each
Vessel and her owner; it being understood that CLP will be responsible for the
payment of such adjuster’s fees and expenses;




(14)         Arrangement
for the appointment of surveyors and technical consultants as necessary; it
being understood that CLP will be responsible for the payment of such surveyor’s
or technical consultant’s fees and expenses outside the ordinary course of
business;




(15)         Negotiating
of the settlement of insurance claims of Vessel owner’s or charterer’s
protection and indemnity insurance and the arranging for the making of
disbursements accordingly for owner’s or charterer’s account;  CLP
shall arrange for the provision of any necessary guarantee bond or other
security;




(16)         Attendance
to all matters involving each Vessel’s crew, including, but not limited to, the
following:




(i)
            arranging
      for the procurement and enlistment for each Vessel, as required by
      applicable law, of competent, reliable and duly licensed personnel
      (hereinafter referred to as “crew members”)
      in accordance with the requirements of International Maritime Organisation
      Convention on Standards of Training Certification and Watchkeeping for
      Seafarers 1978 and as subsequently amended, and all replacements therefore
      as from time to time may be
required;




(ii)
            arranging
      for all transportation, board and lodging for the crew members as and when
      required at rates and types of accommodations as customary in the
      industry;




(iii)
            keeping
      and maintaining full and complete records of any labour agreements which
      may be entered into between owner or disponent owner and the crew members
      and the prompt reporting to owner or disponent
      owner as soon as notice or knowledge thereof is received of any change or
      proposed change in labour agreements or other regulations relating to the
      master and the crew members;














(iv)
            negotiating
      the settlement and payment of all wages with the crew members during the
      course of and upon termination of their
  employment;




(v)
            the
      handling of all details and negotiating the settlement of any and all
      claims of the crew members including, but not limited to, those arising
      out of accidents, sickness, or death, loss of personal effects, disputes
      under articles or contracts of enlistment, policies of insurance and
      fines;




(vi)
            keeping
      and maintaining all administrative and financial records relating to the
      crew members as required by law, labour agreements, owner or charterer,
      and rendering to owner or charterer any and all reports when, as and in
      such form as requested by owner or
charterer;




(vii)
              the
      performance of any other function in connection with crew members as may
      be requested by owner or charterer;
and
  (viii)
                  negotiating
      with unions, if
required.


(17)         Payment
of all charges incurred in connection with the management of each Vessel,
including, but not limited to, the cost of the items listed in (2) to (16)
above, canal tolls, repair charges and port charges, and any amounts due to any
governmental agency with respect to the Vessel crews;




(18)         In
such form and on such terms as may be requested by CLP, the prompt reporting to
CLP of each Vessel’s movement, position at sea, arrival and departure dates,
casualties and damages received or caused by each Vessel;




(19)         In
case any of the Vessels is employed under a voyage charter, CLP shall pay for
all voyage related expenses (including bunkers, canal tolls and port
dues)  and CSM shall arrange for the provision of bunker fuel of the
quality agreed with CLP as required for any Vessel's trade. CSM shall be
entitled to order bunker fuel through such brokers or suppliers as CLP deem
appropriate unless CLP instruct CSM to utilize a particular supplier which CSM
will be obliged to do provided that the CLP have made prior credit arrangements
with such supplier.  CLP shall comply with the terms of any credit
arrangements made by CSM on their behalf;




(20)         CSM
shall not in any circumstances have any liability for any bunkers which do not
meet the required specification. CSM will, however, take such action, on behalf
of CLP, against the supplier of the bunkers, as is agreed with CLP.













(21)         Except
as provided in paragraph (22) below, CSM shall make arrangements as instructed
by the Classification Society of each Vessel for the intermediate and special
survey of each Vessel and all costs in connection with passing such surveys
(including dry-docking) and satisfactory compliance with class requirements will
be borne by CSM.




(22)         CSM
shall make arrangements as instructed by the Classification Society of the Amore
Mio II for the next scheduled intermediate or special survey of the Amore Mio
II, 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.
















(d)
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
                5,500Amore
      Mio II
                8,500




(e)  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
      2012Amore
      Mio II
                March
      - April 2013





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