Exhibit 10.2


 


Execution Version


 


AMENDMENT NO. 1 TO CREDIT FACILITY AGREEMENT



Dated as of December 16, 2011


 


Amendment No. 1 dated as of December 16, 2011
(this "Amendment") to that certain senior secured term loan credit facility
agreement dated as of July 29, 2011 (as so amended, the "Credit Facility Agreement"),
providing for a senior secured term loan credit facility made by and among
(i) DSS VESSEL II LLC, a Marshall Islands limited liability company, as borrower (the "Borrower"), (ii) the banks,
financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages of
the Credit Facility Agreement, (iii) NORDEA BANK FINLAND PLC, NEW YORK BRANCH ("Nordea"), as administrative agent
and security agent (together with any successor administrative agent and security agent) appointed pursuant to Article VII of the
Credit Facility Agreement, the "Administrative Agent" or as applicable, the "Security Agent")
for the Secured Parties, (iv) DNB Bank ASA (formerly known as DnB NOR Bank ASA) and Nordea, as mandated lead arrangers (the "Mandated
Lead Arrangers"), and (v) DNB Markets Inc. (formerly known as DnB NOR Markets Inc.) and Nordea, as bookrunners. Unless
otherwise expressly defined herein, terms which are defined in the Credit Facility Agreement have the same meaning when used herein.


 


The Lenders, by their respective signatures
set forth below, hereby direct the Administrative Agent to execute and deliver this Amendment as Administrative Agent and to execute
and deliver, if appropriate, amendments to the other Finance Documents.


 


The parties hereto agree that the Credit Facility
Agreement be amended from and after the date hereof as follows:


 


ARTICLE I


 


AMENDMENTS


 


Section 1.          The
definition of "Applicable Margin" in Section 1.01 of the Credit Facility Agreement is hereby deleted in its entirety
and the following new definition is substituted therefor:


 


"Applicable
Margin" means, from July 29, 2011 until and including October 31, 2011, 2.75% per annum and, effective as of November
1, 2011 and thereafter, 3.00% per annum."


 


Section 2.          In
Section 1.01 of the Credit Facility Agreement, the definition of "Eligible Assignee" is amended by inserting
the words "direct or indirect" prior to the words "controlling corporation" in the second line thereof.


 


Section 3.          Section
8.01(b)(vii) of the Credit Facility Agreement is hereby deleted in its entirety and the following is substituted therefor:


 


"(vii) release any Collateral (except
Collateral or the release of any Vessel Owning Subsidiary and the Equity Interests thereof in accordance with the terms of


 




    	 



    	 



    

 


Section 5.02(e)(ii)) or accept
any additional Collateral (except as contemplated by Section 2.08(b) or Section 5.04(c)), "


 


ARTICLE II


 


MISCELLANEOUS


 


Section 1.          The
Borrower hereby represents and warrants that (a) no Event of Default or event which, with the passage of time, giving of notice
or both would become an Event of Default, has occurred and is continuing, (b) the representations and warranties of Borrower contained
in the Credit Facility Agreement are true on and as of the date hereof, and (c) this Amendment has been duly authorized, executed
and delivered by it.


 


Section 2.          Except
as expressly modified in this Amendment, all terms and conditions of the Credit Facility Agreement shall remain in full force
and effect, and the Credit Facility Agreement shall be read and construed as if the terms of this Amendment were included therein
by way of addition or substitution, as the case may be.


 


Section 3.          This
Amendment may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together,
shall constitute one agreement. Delivery of an executed counterpart of a signature page of this letter agreement by facsimile
or email transmission shall be effective as delivery of a manually executed counterpart hereof.


 


Section 4.          No
compensation from the Borrower shall be payable to any Lender or other Secured Party in connection with this Amendment.


 


Section 5.          This
Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.


 




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IN WITNESS WHEREOF, each of the undersigned
has duly executed and delivered this Amendment as of the date first above written.


 


	 	DSS VESSEL II LLC	 
	 	 	 
	 	By: 	/s/ Craig H. Stevenson Jr.	 
	 	Name: Craig H. Stevenson Jr.	 
	 	Title: President and CEO	 


 




    	 



    	 



    

  


	NORDEA BANK FINLAND PLC, NEW YORK BRANCH,	 
	as Administrative Agent, Security Agent, Initial Lender, 	 
	a Mandated Lead Arranger and a Bookrunner 	 


 


	By:	/s/ Henrik M. Steffensen	 
	Name: Henrik M. Steffensen	 
	Title: Executive Vice President	 
	 	 	 
	By:	/s/ Christian D. Christensen	 
	Name: Christian D. Christensen	 
	Title: AVP	 


 


	DNB BANK ASA (formerly known as DnB NOR Bank ASA),	 
	as Initial Lender and a Mandated Lead Arranger	 


 


	By:	/s/ Cathleen Buckley	 
	Name: Cathleen Buckley	 
	Title: Senior Vice President	 
	 	 	 
	By:	/s/ Giacoma Landi	 
	Name: Giacoma Landi	 
	Title: Senior Vice President	 


 


	DNB MARKETS INC. (formerly known as DnB NOR Markets Inc.), 	 
	as a Bookrunner	 	 


 


	By:	/s/ Daniel M. Hochstadt	 
	Name: Daniel M. Hochstadt	 
	Title: Managing Director	 
















 




    	 



    	 



    

 


CONSENTED AND AGREED:


 


DIAMOND S SHIPPING III LLC,

as Parent Guarantor


 


	By:	/s/ Craig H. Stevenson Jr.	 
	Name: Craig H. Stevenson Jr.	 
	Title: President and CEO	 


 


HEROIC GAEA INC.


HEROIC URANUS INC.


HEROIC HERA INC.


HEROIC HERCULES INC.


HEROIC AQUARIUS INC.


HEROIC LEO INC.


HEROIC LIBRA INC.


HEROIC PISCES INC.


HEROIC SAGITTARIUS INC.


HEROIC SCORPIO INC.


HEROIC ANDROMEDA INC.


HEROIC VIRGO INC.


HEROIC PEGASUS INC.


HEROIC RHEA INC.


HEROIC AVENIR INC.


HEROIC BOOTES INC.


HEROIC SERENA INC.


HEROIC CORONA BOREALIS INC.


HEROIC EQUULEUS INC.


WHITE HYDRANGEA SHIPPING S.A.


WHITE HOLLY SHIPPING S.A.


WHITE BOXWOOD SHIPPING S.A.


HEROIC PERSEUS INC.


HEROIC OCTANS INC.


HEROIC HYDRA INC.


HEROIC LYRA INC.


HEROIC HOLOGIUM INC.


HEROIC SCUTUM INC.


HEROIC TUCUNA INC.


HEROIC AURIGA INC.


as Guarantors


 


	By:	/s/ Craig H. Stevenson Jr.	 
	Name: Craig H. Stevenson Jr.	 
	Title: President and CEO