AMENDMENT TO FLOATING RATE MANAGEMENT AGREEMENT

Exhibit 4.46

EXECUTION COPY

AMENDMENT TO FLOATING RATE MANAGEMENT AGREEMENT

AMENDMENT NO. 13 made effective the 1^st of April 2014, to the Floating Rate Management Agreement dated the 9th of June 2011 (the “Floating Rate Management Agreement”), as amended; 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 Floating Rate Management Agreement, CLP engaged CSM to provide such commercial and technical management services to CLP on the terms set out therein;

C. CLP wishes for CSM to provide commercial and technical services under the Floating Rate Management Agreement with respect to the Liberian flagged product carriers “Assos”, “Atrotos” and “Xxxxxx XX”;

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

E. 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 Floating Rate Management Agreement.

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Amendments.

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

SCHEDULE B

VESSELS AND DATE OF TERMINATION

Vessel Name		Expected Termination Date
Cape Agamemnon		June 2016
Arionas		August 2016
Agisilaos		December 2016
Avax		April 2017
Axios		June 2017
Akeraios		August 2017
Apostolos		September 2017
Aristotelis		November 2018
Archimidis		December 2017
Anemos I		December 2017
Xxxxxxxxxx XX		Mar-May 2013
Hyundai Premium		Mar-April 2018
Hyundai Paramount		Mar-April 2018
Hyundai Platinum		August-September 2018
Hyundai Privilege		August-September 2018
Hyundai Prestige		August-September 2018
Assos		April 2019
Atrotos		April 0000
Xxxxxx XX		April 2019

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Section 2. Effectiveness of Amendment. This Amendment shall become effective for each vessel as of April 2014 (the “Amendment Effective Date”).

Section 3. 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 Floating Rate 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 Floating Rate 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 Floating Rate 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 Floating Rate Management Agreement shall mean the Floating Rate Management Agreement with such amendments effected hereby.

Section 4. 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 this 1^st of April, 2014 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 & Legal Representative

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