Exhibit 10.2


 


EXECUTION VERSION


 


TECHNICAL AMENDMENT 


 


TECHNICAL AMENDMENT, dated
as of October 20, 2021 (this “Amendment”), by and among Diamond S Shipping Inc., a Marshall Islands corporation (“DSS
Inc.” or the “Borrower”), and Nordea Bank ABP, New York Branch, as Administrative Agent (in such capacity,
the “Administrative Agent”).


 


PRELIMINARY STATEMENTS


 


WHEREAS, the Borrower, the Administrative
Agent, and the other parties thereto are party to that certain Credit Agreement, dated as of December 23, 2019 (as amended by that certain
Amendment Letter, dated May 14, 2019, as amended and restated by that certain Amendment and Restatement Agreement, dated May 27, 2021
and as further amended, restated, amended and restated, supplemented and/or otherwise modified from time to time prior to the date hereof,
the “Credit Agreement” and, the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”).


 


WHEREAS, the Borrower and the
Administrative Agent have jointly identified an administrative error and omission in Section 7.12(a) of the Credit Agreement and, pursuant
to Section 11.12(c), have entered into this Amendment to correct such administrative error and omission.


 


NOW, THEREFORE, in consideration
of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which are hereby acknowledged, the
parties hereto hereby agree as follows:


 


SECTION 1. Definitions.
Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.


 


SECTION 2. Technical Amendment.
Effective as of the date of this Amendment, in accordance with Section 11.12(c) of the Credit Agreement, the first sentence of Section
7.12(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following sentence:


 


“At the time of
the delivery of Compliance Certificates in connection with the financial statements required to be delivered pursuant to Section 7.01(a)
and 7.01(b) for the second and fourth quarter of each fiscal year of Holdings, the Borrower shall deliver Appraisals for each Collateral
Vessel dated within thirty (30) days prior to the end of the quarterly accounting period, in each case, in form and substance reasonably
acceptable to the Administrative Agent and from two (2) Approved Appraisers.”


 


SECTION 3. Miscellaneous.


 


(a)               
Except as expressly set forth in Section 2 of this Amendment, nothing in this Amendment shall constitute a modification or alteration
of the terms, conditions or covenants of the Credit Agreement or any other Credit Document, or a waiver of any other terms or provisions
thereof, and the Credit Agreement and the other Credit Documents shall remain unchanged and shall continue in full force and effect, in
each case as amended hereby. From and after the date of this Amendment, (i) each reference in the Credit Agreement and the other Credit
Documents to “the Credit Agreement”, “this Agreement”, “hereunder”, “hereof”, “herein”
or words of like import and each reference to the Credit Agreement in any other Credit Document shall be deemed a reference to the Amended
Credit Agreement, and (ii) the “Obligations” and “Secured Obligations” under, and each as defined in, the Credit
Agreement shall continue as Obligations and Secured Obligations under the Amended Credit Agreement.


 


(b)               
This Amendment may not be amended, modified or waived except in accordance with Section 11.12 of the Credit Agreement.


 






     


     


    

 


(c)               
This Amendment shall constitute a “Credit Document” for all purposes of the Amended Credit Agreement and the other
Credit Documents.


 


SECTION 4. Execution in Counterparts.
This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this
Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually
executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of
like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar applicable state laws based
on the Uniform Electronic Transactions Act.


 


SECTION 5. Successors.
This Amendment shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties
hereto.


 


SECTION 6. GOVERNING LAW;
SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Section 11.09 of the Credit Agreement is incorporated
herein by reference, mutatis mutandis.


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first
above written.


 


 


	 	
    DIAMOND S SHIPPING INC.,

    as Borrower

	 	 
	 	 
	 	By:	/s/ James D. Small III
	 	Name:	James D. Small III
	 	Title:	Vice President & Secretary
	 	 	 
	 	 	 
	 	 	 
	 	
    NORDEA BANK ABP, NEW YORK
    BRANCH, 

    as Administrative Agent

	 	 
	 	 
	 	By:	/s/ Martin Lunder
	 	Name:	Martin Lunder
	 	Title:	Managing Director
	 	 	 
	 	 	 
	 	By:	/s/ Oddbjorn Warpe
	 	Name:	Oddbjorn Warpe
	 	Title:	Executive Director



 


 






    [Signature Page to DSS 525 Technical Amendment]