AMENDMENT TO MANAGEMENT AGREEMENT

Exhibit 4.13

AMENDMENT TO MANAGEMENT AGREEMENT

AMENDMENT NO. 5 made effective the  13th 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 and the 7th April 2009 (the “Management Agreement”); by and between CAPITAL PRODUCT PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Xxxxxxxx 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, 0xx xxxxx, Xxxxxx Xxxxx Xxxxxx, Xxxxxx, and a representative office established in Greece at 0, Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxx (“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 Xxxxxx XX and to dispose of the product tanker Atrotos;

D.   CLP wishes for CSM to provide commercial and technical services under the Management Agreement with respect to the product tanker Xxxxxx XX and to cease providing such services for the product tanker Atrotos;

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.

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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, the Agamemnon II and Xxxxxx XX 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		250
Aktoras		250
Agisilaos		5,500
Arionas		5,500
Axios		5,500
Aiolos		250
Avax		5,500
Atrotos		5,500
Akeraios		5,500
Anemos I		5,500
Apostolos		5,500
Xxxxxxxxxx XX		250
Xxxxxxxxxxx XX		250
Xxxx XX		250
Attikos		5,500
Amore Mio II		8,500
Aristofanis		5,500
Agamemnon II		6,500
Xxxxxx XX		6,500

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(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 Date
Atlantas		January-April 2011
Aktoras		April-July 2011
Agisilaos		May-August 2011
Arionas		August-November 2011
Axios		December 2011-March 2012
Aiolos		November 2011-February 2012
Avax		December 2011-March 2012
Atrotos		February-May 2012
Akeraios		May-August 2012
Anemos I		July-October 2012
Apostolos		July-October 2012
Xxxxxxxxxx XX		December 2012-March 2013
Xxxxxxxxxxx XX		March-June 2013
Xxxx XX		May-August 2013
Attikos		September-November 2012
Amore Mio II		March - April 2013
Aristofanis		March - April 2013
Agamemnon II		October 2013
Xxxxxx XX		March 2014

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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.

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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: Xxxxxxx X. Xxxxxxxxx

Title: Chief Executive Officer and Chief Financial Officer of Capital GP L.L.C.

CAPITAL SHIP MANAGEMENT CORP.,

By:

Name: Nikolaos Syntichakis

Title  : Attorney-in-Fact

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