Exhibit 10.11


 





EXECUTION VERSION


 


NT SUEZ HOLDCO LLC


33 Benedict Place


Greenwich, CT 06830


 


November 27, 2018


 


CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK


as Administrative Agent, Collateral Agent and Lender


12, Place des Etats-Unis – CS 70052


92547 Montrouge Cedex


France


Attention: Clementine Costil


Clementine.Costil@ca-cib.com 


Copy: Jerome Duval


NYShipFinance@ca-cib.com / jerome.duval@ca-cib.com


 


NIBC BANK N.V.


as Lender


Postbus 380


2501 BH, Den Haag


The Netherlands


Attn: Maaike Oterdoom / Frederik de Haas – van Dorsser


Maaike.Oterdoom@nibc.com / frederik.van.dorsser@nibc.com


 


		Re:	Credit Agreement dated August 9, 2016 for a $66,000,000
Loan Facility



 


Ladies and Gentlemen:


 


Reference is made to
that certain senior secured credit agreement dated as of August 9, 2016 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), providing for a credit facility made by and among, inter alios, (i)
NT Suez Holdco LLC, a Marshall Islands limited liability company, as borrower (the “Borrower”), (ii) NT Suez
GP LLC, a Marshall Islands limited liability company, as parent guarantor, (iii) the banks, financial institutions and other institutional
lenders listed on the signature pages thereof, as lenders (the “Lenders”) and (iv) Crédit Agricole Corporate
and Investment Bank, as administrative agent and collateral agent (together with any successor administrative agent and collateral
agent appointed pursuant to Section 10 of the Credit Agreement, the “Administrative Agent” or as applicable,
the “Collateral Agent”) for the Secured Creditors. Unless otherwise expressly defined herein, terms which are
defined in the Credit Agreement have the same meaning when used herein.


 


DSSH
is in exclusive discussions with Capital Product Partners L.P. (“Parent”), a Marshall Islands limited partnership
whose limited partnership interests are listed on the NASDAQ Global Select Market, regarding a transaction pursuant to which Diamond
S Shipping, Inc., a company to be incorporated under the laws of the Marshall Islands (“Newco”) will enter into
a transaction agreement (the “Transaction Agreement”) on or about November 27, 2018 pursuant to which (A) Parent
agrees to (i) contribute Parent’s crude tanker and product tanker assets and existing contracts to Newco, (ii) distribute
all of the shares of Newco to Parent’s existing unitholders and (B) Newco agrees to engage in reverse triangular mergers
(and be the surviving entity following such mergers) with intermediate holding companies of DSSH and following such mergers will
be renamed Diamond S Shipping Group, Inc., and Diamond S Shipping Group, Inc. and DSSH existing shareholders to become the controlling
shareholders of the merged entity (such transactions as set out in (A) and (B) above collectively referred to as the “Proposed
Transaction”).


 




     


     


    

 


In order to implement the Proposed
Transaction, the Credit Parties are requesting the Lenders’ consent and agreement to the Proposed Transaction and
amendments, waivers and consents to the Credit Agreement and the other Credit Documents, including of the amendment of
Section 7.13(b) of the Credit Agreement (pursuant to which Diamond S Shipping Group, Inc., in replacement of DSSH, shall at
all times directly (or indirectly through one or more Wholly-Owned Subsidiaries of Diamond S Shipping Group, Inc.) own not
less than 51% of the Equity Interests in the Borrower and Guarantors).


 


This letter (this “Consent
Letter”) shall become effective on the date (the “Consent Effective Date”) when (i) the Lenders shall
have signed a counterpart hereof and shall have delivered the same to the Administrative Agent and (ii) the Closing (as defined
in the Transaction Agreement) shall be deemed to have occurred on the same terms as set forth in the Transaction Agreement.


 


Miscellaneous Provisions.


 


In order to induce
the Lenders to enter into this Consent Letter, the Credit Parties hereby represent and warrant that (i) no Default or Event of
Default exists on the Consent Effective Date both before and after giving effect to this Consent Letter and (ii) all of the representations
and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on
the Consent Effective Date after giving effect to this Consent Letter, with the same effect as though such representations and
warranties had been made on and as of the Consent Effective Date (it being understood that any representation or warranty made
as of a specific date shall be true and correct in all material respects as of such specific date).


 


This Consent Letter
is limited precisely as written and shall not be deemed to (i) be a waiver of or a consent to the modification of or deviation
from any other term or condition of the Credit Agreement or any other Credit Document or (ii) prejudice any right or rights which
any of the Lenders or the Agents now have or may have in the future under or in connection with the Credit Agreement or the Credit
Documents.


 


THIS CONSENT LETTER
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE
STATE OF NEW YORK. The following provisions of the Credit Agreement are incorporated herein by reference, mutatis mutandis:
Sections 11.01 (Payment of Expenses, etc.), 11.08 (Agreement Binding), 11.10 (Counterparts) and 11.22 (Severability).


 


From and after the
Consent Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall
be deemed to be references to the Credit Agreement, as modified hereby. This Consent Letter shall constitute a “Credit Document”
for all purposes under the Credit Agreement and the other Credit Documents.


 


[Signature pages follow]


 




     


     


    

 


	Very truly yours,
	 
	NT SUEZ HOLDCO LLC,
	as Borrower


 


	By:	/s/ Florence Ioannou	 
	Name: 	Florence Ioannou	 
	Title: 	Chief Financial Officer	 
	 	 
	NT SUEZ GP LLC,	 
	as Corporate Guarator	 
	 	 
	By:	/s/ Florence Ioannou	 
	Name: 	Florence Ioannou	 
	Title: 	Chief Financial Officer	 
	 	 
	NT SUEZ ONE LLC,	 
	as Subsidiary Guarator	 
	 	 
	By:	/s/ Florence Ioannou	 
	Name: 	Florence Ioannou	 
	Title: 	Chief Financial Officer	 
	 	 
	NT SUEZ TWO LLC,	 
	as Subsidiary Guarator	 
	 	 
	By:	/s/ Florence Ioannou	 
	Name: 	Florence Ioannou	 
	Title: 	Chief Financial Officer	 


 




     


     


    

 


CONSENTED TO AND AGREED this 27th day of November, 2018


 


CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,


as Administrative Agent, Collateral Agent and Lender


 


	By:	/s/ Manon Didier	 
	Name:	Manon Didier	 
	Title:	Senior Associate	 
	 	 
	By:	/s/ Y. LE Gourieres	 
	Name:	 Y. LE Gourieres	 
	Title:	Director	 


 




     


     


    

 


CONSENTED TO AND AGREED this 27th day of November, 2018


 


NIBC BANK N.V.,


as Lender


 


	By:	/s/ H. J. VAN WEST	 
	Name:	H. J. VAN WEST	 
	Title:	MD	 
	 	 
	By:	/s/ R. A. de Haes	 
	Name:	R. A. de Heas	 
	Title:	Vice-President