EX 103


		
			EXHIBIT 10.3
		

		
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			INTERNATIONAL SHIPHOLDING CORPORATION 
11 North Water Street, Suite 18290
		

		
			Mobile, Alabama 36602
		

		
			January 13, 2016
		

		
			DVB Bank SE
		

		
			Park House
		

		
			16-18 Finsbury Circus
		

		
			London EC2M 7EB, United Kingdom
		

		
			Attn: Peter Attridge, Transaction and Loan Services
		

		
			Email: tls.london@dvbbank.com / Facsimile No.: +44 207 256 4352
		

		
			Re:Certain requests under that certain Senior Secured Term Loan Credit Agreement
		

		
			dated as of August 26, 2014, as amended, for the vessel GREEN BAY
		

		
			Dear Sirs:
		

		
			Reference is made to that certain Senior Secured Term Loan Credit Agreement dated as of August 26, 2014 (as the same has been amended from time to time, the "Credit Agreement"), by and among (1) Central Gulf Lines, Inc., as borrower, (2) International Shipholding Corporation, as guarantor, (3) the lenders from time to time party thereto, (4) DVB Bank SE, as facility agent and as security trustee, and (5) DVB Bank SE, as mandated lead arranger. Reference is further made to that certain letter agreement dated November 4, 2015, by and between DVB Bank SE, as Facility Agent, Security Trustee and Lender under the Credit Agreement, and the Borrower and the Guarantor (the "November Letter Agreement"). Capitalized terms used herein shall have the meanings provided to them in the Credit Agreement and the November Letter Agreement.
		

		
			In connection with the most recent information provided by the Borrower and the Guarantor to the Lenders and the Agents regarding the implementation of the Company's 2015 restructuring plan, the Guarantor, on behalf of itself and the Borrower, hereby requests that the Lenders and the Agents permit the Guarantor to amend the 2015 restructuring plan, certain aspects of which were set forth in the November Letter Agreement, as follows:
		

			
	
			
				 a.
			substituting the sale of certain of the assets/operations of CG Railway, Inc. (but not including the railferry vessels), which sale shall occur by February 28, 2016, in lieu of both (i) the sale of the assets or stock of N. W. Johnsen & Co., Inc. and (ii) the sale of the Designated Assets designated as the PTFI/MPV notes;




			
	
			
				 b.
			permitting the Guarantor to sell either the assets or the stock of Frascati Shops, Inc. and Tower, LLC (the November Letter Agreement currently mentions only the sale of the assets or properties of those entities) and extending the date by which such sales and that of the of the Nadia Ramil shall occur until February 28, 2016;




			
	
			
				 c.
			permitting the Guarantor or one of its subsidiaries to receive one (1) mini bulker cargo vessel as consideration for the transfer of the Guarantor's equity




		
			 
		


		

		

		 

 

		DVB Bank SE
		

		
			January 13, 2016
		

		
			Page 2
		

		
			interests (which equity interests are held by Bulk Shipholding, Inc., a subsidiary of the Guarantor) in Oslo Bulk Shipping AS and Oslo Bulk Holding Pte.
		

		
			Please indicate your agreement to the foregoing by signing this letter agreement where indicated below. It is noted that any signature provided by DVB Bank SE is subject to the other lenders to International Shipholding Corporation or its subsidiaries granting the same waivers. If you have any questions, please feel free to contact the undersigned.
		

		
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			Sincerely yours,
		

		
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			INTERNATIONAL SHIPHOLDING CORPORATION
		

		
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			By: David B. Drake
		

		
			Name: David B. Drake
		

		
			Title: Vice President – Treasurer
		

		
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			Acknowledged and agreed to
		

		
			this 13th day of January, 2016
		

		
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			DVB Bank SE, as Facility Agent,
		

		
			Security Trustee and Lender
		

		
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			By: /s/ Elsa Savvatianou
		

		
			Name: Elsa Savvatianou
		

		
			Title: Vice President – Legal Counsel
		

		
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			By: /s/ Georg Junginger
		

		
			Name: Georg Junginger
		

		
			Title: Vice President – Legal Counsel
		

		
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			cc: DVB TRANSPORT (US) LLC
		

		
			609 Fifth Avenue, 5th Floor
		

		
			New York, New York 10017, USA
		

		
			Attn: Christoph Clauss
		

		
			Email: christoph.clauss@dvbbank.com
		

		
			Facsimile: (212) 858 - 2664