EX-4.92



 Exhibit 4.92 
 Deutsche Bank Securities Inc. 
 60 Wall Street, 3rd Floor 

New York, New York 10005 
 December 18, 2013 
 BY FAX 

G.E. Bairactaris & Partners 
 130 Kolokotroni Street 
 Piraeus 185-36, GREECE 

Attn: Evangelos Bairactaris 
 Fax: +332104284626/627 
 BY FAX & EMAIL 

Sullivan & Cromwell LLP 
 125 Broad Street, New York, NY 10004-2498 
 Attn: Michael H. Torkin &
Alexa J. Kranzley 
 Fax: (212) 558-3588 
 Email: Torkinm@sullcrom.com; Kranzleya@sullcrom.com 
  

	 Re:
	 Settlement Notice and Refund Modification 



Reference is made to (i) the Assignment of Claim Agreement (the “Wind Dancer Agreement”) dated as of
June 24, 2013 among Capital Product Partners L.P. (“CPLP”), Wind Dancer Shipping Inc. (“Wind Dancer”), and Deutsche Bank Securities Inc. (“DB”); (ii) the Assignment of Claim Agreement (the “Sorrel
Shipmanagement Agreement”) dated as of June 24, 2013 among CPLP, Sorrel Shipmanagement Inc. (“Sorrel”), and DB; and (iii) the Assignment of Claim Agreement (the “Belerion Maritime Agreement”; together with the Wind
Dancer Agreement and the Sorrel Shipmanagement Agreement, and together with all documents annexed to each such agreements, are collectively referred to as the “Agreements”) dated as of June 24, 2013 among CPLP, Belerion Maritime Co.
(“Belerion”; together with Wind Dancer and Sorrel, collectively the “Sellers”), and DB. Capitalized terms used but not defined herein shall have the meanings ascribed to those terms in the Agreements. 

Each of the undersigned parties agrees as follows: 

 

	 	 1)
	 Pursuant to Section 13(e) of each of the Agreements, the Sellers and CPLP hereby consent to DB settling the three Rejection Claims for an
aggregate amount that is less than the aggregate Settlement Limit (for the avoidance of doubt, the aggregate Settlement Limit is $48,275,000.00); 


  

	 	 2)
	 Notwithstanding section 6(a)(ii) of each Agreement, upon Allowance of the three Rejection Claims in an aggregate amount that is less than
$43,250,000.00, the maximum aggregate amount that shall be refunded and due and owing to DB in connection with the Agreements is $643,750.00; and 


  

	 	 3)
	 If DB is entitled to a refund under the Agreements (as revised by paragraph 2 above), Sellers or CPLP on the Sellers’ behalf, shall pay such
amount to DB not later than the second (2nd) Business
Day following Allowance of the three Rejection Claims. 









 G.E. Bairactaris & Partners 

Sullivan & Cromwell LLP 
 December 18, 2013 
  
 DB hereby represents to each Seller and CPLP that it has (a) not assigned, hypothecated, sold, conveyed, pledged or otherwise transferred to anyone any interest in any of the Agreements or any
Transferred Rights or any proceeds therefrom, and (b) the full power and authority to execute and deliver this agreement. CPLP and each Seller each represent to DB that each of them has the full power and authority to execute and deliver this
agreement. 
 —signature page to follow— 







 G.E. Bairactaris & Partners 

Sullivan & Cromwell LLP 
 December 18, 2013 
  
  

													
		 		 		 		 	 Sincerely,

					
		 		 		 		 	 Deutsche Bank Securities Inc.

						
		 		 		 		 	 By:
	 	 /s/ Shawn Faurot

		 		 		 		 		 	  

		 		 		 		 		 	 Name:
	 	 Shawn Faurot

		 		 		 		 		 	 Title:
	 	 Managing Director

						
		 		 		 		 	 By:
	 	 /s/ Joanne Adkins

		 		 		 		 		 	  

		 		 		 		 		 	 Name:
	 	 Joanne Adkins

		 		 		 		 		 	 Title:
	 	 Managing Director

					
	 AGREED TO:
	 		 		 		 	
					
	 Capital Product Partners L.P.
	 		 		 		 	
				
	 By:
	 	 /s/ Evangelos Bairactaris
	 		 	 /s/ Ioannis Lazaridis

		 	  
	 		 	  

		 	 Name:
	 	 Evangelos Bairactaris
	 		 	 IOANNIS LAZARIDIS

		 	 Title:
	 	 Secretary of CAPITAL GP L.L.C., the general Partner of Capital Product Partners L.P.
	 		 	 CEO & CFO
 Capital Product Partners LP

					
	 Wind Dancer Shipping Inc.
	 		 		 		 	
						
	 By:
	 	 /s/ Evangelos Bairactaris
	 		 		 		 	
		 	  
	 		 		 		 	
		 	 Name:
	 	 Evangelos Bairactaris
	 		 		 		 	
		 	 Title:
	 	 Sole Director
	 		 		 		 	
					
	 Sorrel Shipmanagement Inc.
	 		 		 		 	
						
	 By:
	 	 /s/ Evangelos Bairactaris
	 		 		 		 	
		 	  
	 		 		 		 	
		 	 Name:
	 	 Evangelos Bairactaris
	 		 		 		 	
		 	 Title:
	 	 Sole Director
	 		 		 		 	
					
	 Belerion Maritime Co.
	 		 		 		 	
						
	 By:
	 	 /s/ Evangelos Bairactaris
	 		 		 		 	
		 	  
	 		 		 		 	
		 	 Name:
	 	 Evangelos Bairactaris
	 		 		 		 	
		 	 Title:
	 	 Sole Director