AMENDMENT NO. 8 TO FACILITY AGREEMENT PROVIDING FOR A SENIOR SECURED TERM LOAN OF V5,102,500,000 dated January 23, 2008, EAST GULF SHIPHOLDING, INC. as Borrower, AND The Banks and Financial Institutions listed on Schedule I thereto, as Lenders, , AND DNB BANK ASA, NEW YORK BRANCH as Facility Agent and as Security Trustee AND INTERNATIONAL SHIPHOLDING CORPORATION, as Guarantor Dated as of November 25, 2014

Exhibit 10.6

AMENDMENT NO. 8
TO

FACILITY AGREEMENT PROVIDING FOR A
SENIOR SECURED TERM LOAN
OF V5,102,500,000

dated January 23, 2008,

EAST GULF SHIPHOLDING, INC.
as Borrower,

AND

The Banks and Financial Institutions listed on Schedule I thereto,

as Lenders,

, AND

DNB BANK ASA, NEW YORK BRANCH
as Facility Agent and as Security Trustee

AND

INTERNATIONAL SHIPHOLDING CORPORATION,
as Guarantor

Dated as of November 25, 2014

AMENDMENT NO. 8 TO LOAN AGREEMENT

THIS AMENDMENT NO. 8 TO LOAN AGREEMENT (this "Amendment") is dated as of November 25, 2014, by and among (1) EAST GULF SHIPHOLDING, INC., a corporation organized and existing under the laws of the Republic of the Marshall Islands, as borrower (the "Borrower"), (2) INTERNATIONAL SHIPHOLDING CORPORATION, a corporation organized and existing under the laws of the State of Delaware, as guarantor (the "Guarantor"), (3) DNB Capital LLC and the other banks and financial institutions listed on Schedule 1 to the Facility Agreement (as defined below), as lenders (together with any bank or financial institution which becomes a Lender pursuant to Article 11 of the Facility Agreement, as defined below, the "Lenders" and each a "Lender"), and (4) DNB BANK ASA, NEW YORK BRANCH (formerly known as DnB NOR Bank ASA) ("DNB"), as facility agent (in such capacity including any successor thereto, the "Facility Agent"), as security trustee for the Lenders (in such capacity, the "Security Trustee" and, together with the Facility Agent, the "Agents"), and amends and is supplemental to the Senior Secured Facility Agreement dated as of January 23, 2008, entered into by and among the Borrower, the Guarantor, the Lenders and the Agents, as amended by Amendment No. 1 thereto dated as of April 21, 2010, Amendment No. 2 thereto dated as of December 31, 2010, Amendment No. 3 thereto dated as of April 5, 2011, Amendment No. 4 thereto dated as of November 28, 2012, Amendment No. 5 thereto dated as of August 7, 2013, Amendment No. 6 thereto dated as of August 26, 2014 and Amendment No. 7 dated as of October 31, 2014 (the "Original Agreement" and as further amended hereby, the "Facility Agreement").

WITNESSETH THAT:

WHEREAS, the Guarantor has informed the Creditors that the Borrower intends to sell (the "Sale") the Borrower's vessels EGS CREST, EGS TIDE and EGS WAVE and that two other wholly-owned Subsidiaries of the Guarantor intend to sell their respective vessels NAIDA RAMIL, PEGGY PALMER and OCEAN PORPOISE (the "Vessels");

WHEREAS, the Guarantor has informed the Creditors that as a result of the Sale, it is anticipated that the Borrower and the Guarantor may incur impairment losses under GAAP (the "Impairment Losses");

WHEREAS, the Guarantor has informed the Creditors that (i) a default under Section 8.1(m) of the Original Agreement may, absent a waiver from the Lenders, occur as a result of the Impairment Losses and (ii) the covenants contained in Sections 9.2(i) and 9.3(c) of the Original Agreement will, absent a waiver from the Lenders, be breached upon the occurrence of the Sale; and

WHEREAS, the Security Parties and the Creditors have agreed, inter alia, to amend the Original Agreement as follows.

NOW, THEREFORE, in consideration of the premises and such other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the parties, it is hereby agreed as follows:

Agreement, as amended hereby;

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"'Impairment Losses' shall mean any impairment losses incurred by the Borrower or the Guarantor, which, in accordance with GAAP, would result from the sale of the vessels EGS CREST, EGS TIDE and EGS WAVE by the Borrower, and the sale of the vessels NAIDA RAMIL, PEGGY PALMER and OCEAN PORPOISE by two separate wholly-owned Subsidiaries of the Guarantor;"; and

"(c) Minimum Consolidated Tangible Net Worth. Maintain a

Consolidated Tangible Net Worth, as measured at the end of each fiscal quarter, in an amount of not less than the sum of Two Hundred Ninety Nine Million Seven Hundred Eighty Six Thousand Dollars ($299,786,000), minus the amount of Impairment Losses, plus fifty percent (50%) of all Consolidated Net Income of the Guarantor and the Subsidiaries earned after March 31, 2014, excluding the amount of Impairment Losses, plus 100% of the proceeds of all issuances of Equity Interests (common or preferred) of the Guarantor and the Subsidiaries (on a consolidated basis) received after March 31, 2014 (other than issuances in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement).".

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9. Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment shall be expressly subject to the following conditions precedent:

(a)This Amendment. The Borrower and the Guarantor shall have duly

executed and delivered this Amendment to the Facility Agent;

(b)Corporate Authority. The Facility Agent shall have received the following

documents in form and substance satisfactory to the Facility Agent and its legal advisers:

(c)Legal Opinions. The Facility Agent shall have received such legal

opinions as it shall reasonably require.

(d)         Interest, Fees and Expenses Paid. The Facility Agent shall have received

payment in full of all interest, fees and expenses due under or in connection to the Original Agreement and this Amendment.

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