AMENDMENT TO MANAGEMENT AGREEMENT

Exhibit 4.22

AMENDMENT TO MANAGEMENT AGREEMENT

AMENDMENT NO. 9 made effective the 13th day of August 2010 to the Management Agreement dated the 3rd day of April 2007, as amended (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. On the 13th day of August 2010, CLP acquired Canvey Shipmanagement Co. (“Canvey”), the vessel owning company of the product tanker “Insurgentes”, ex name Assos (the “Vessel”), currently registered in the port of Salina Cruz, Oaxaca, Mexico in the name of  Arrendadora Ocean Mexicana S.A. De C.V. of the Republic of Mexico (“Arrendadora”) as lessee pursuant to a financial lease agreement (the “Financial Lease Agreement”) between Arrendadora as lessee and Canvey as lessor;

D. Arrendadora, as lessee, has entered into a bareboat charter (the “Bareboat Charter”) with Pemex Refinación (“Pemex”) a public organization, decentralized from the federal government of Mexico, as bareboat/demise charterer in respect of the Vessel.

E. Arrendadora has also entered into a management agreement with CSM, pursuant to which CSM performs a number of technical management services for the normal operation of the Vessel, excluding services related to the following: (i) fuel/bunkers and lubricating oil, (ii) victual/stores to the Vessel,  (iii) crew (except that personnel required for the maintenance on board and on shore is to be provided by CSM), (iv) port fees, (v) catering, (vi) all Mexican taxes/duties and (vii) all type of insurances and bonds in relation to the Vessel (the “Arrendadora Management Agreement”). The technical and management services to be provided by CSM to Arrendadora are described exclusively and exhaustively in more detail in Schedule 2 of the Arrendadora Management Agreement.

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F. In accordance with the terms of the Arrendadora Management Agreement, Arrendadora pays a fixed daily amount of USD$3,075.00 (Three thousand seventy five 00/100 US Dollars) for the duration of the Financial Lease Agreement (the “Arrendadora Management Fee”). Following the formation of an Administrative Trust Agreement amongst, inter alia, Canvey, CSM and Arrendadora such Arrendadora Management Fee is paid by Arrendadora to CSM through payment made to Canvey.

G. CLP has agreed to pay the Arrendadora Management Fee to CSM through Canvey.

H. In addition to the services set out in the Arrendadora Management Agreement, CLP has agreed to pay a fixed daily fee of USD$500 to CSM for the provision of certain additional services not provided under the Arrendadora Management Agreement (the “CLP Bareboat Fee”);

I. CLP has requested that CSM agree to amend certain provisions of the Management Agreement, as set forth herein; and

J. 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) Definition of “Vessels” shall include also the Vessel (as defined hereinabove) and any relevant reference in the Management Agreement to Vessel, Vessel or ownership of a Vessel by CLP shall be logically amended to reflect the legal structure under which the Vessel is or will be in the beneficial ownership of CLP.

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

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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, except that in the case of the m.t. “Insurgentes” (ex Assos) CLP shall pay a fixed daily fee of USD$3,575, comprising of the Arrendadora Management Fee of US$3,075 and the CLP Bareboat Fee of USD$500, 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
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
El Pipila (ex Atrotos)			3,575	(3,075 + 500)
Alkiviadis			7,000
Insurgentes (ex Assos)			3,575	(3,075 + 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
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
El Pipila (ex Atrotos)		March 2014
Alkiviadis		June 2015
Insurgentes (ex Assos)		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:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxx
		Title:	Chief Executive Officer and Chief Financial Officer of Capital GP L.L.C.

	CAPITAL SHIP MANAGEMENT CORP.,
	By:	/s/ Nikolaos Syntichakis
		Name:	Nikolaos Syntichakis
		Title:	Attorney-in-Fact

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