AMENDMENT NO. 3 TO FACILITY AGREEMENT PROVIDING FOR A SENIOR SECURED TERM LOAN OF UP TO US$47,500,000 dated June 20, 2011, DRY BULK AMERICAS LTD. and DRY BULK AUSTRALIA LTD., as Joint and Several Borrowers, AND The Banks and Financial Institutions listed on Schedule I thereto, as Lenders, AND ING BANK N.V., LONDON BRANCH, as Facility Agent and as Security Trustee AND INTERNATIONAL SHIPHOLDING CORPORATION, as Guarantor Dated as of November 26 2014

Exhibit 10.9

AMENDMENT NO. 3

TO

FACILITY AGREEMENT PROVIDING FOR A
SENIOR SECURED TERM LOAN

OF UP TO US$47,500,000

dated June 20, 2011,

DRY BULK AMERICAS LTD.
and
DRY BULK AUSTRALIA LTD.,
as Joint and Several Borrowers,

AND

The Banks and Financial Institutions listed on Schedule I thereto,

as Lenders,

AND

ING BANK N.V., LONDON BRANCH,
as Facility Agent and as Security Trustee

AND

INTERNATIONAL SHIPHOLDING CORPORATION,
as Guarantor

Dated as of November 26 2014

AMENDMENT NO. 3 TO FACILITY AGREEMENT

THIS AMENDMENT NO. 3 TO FACILITY AGREEMENT (this "Amendment") is dated as of November 26, 2014, by and among (1) DRY BULK AMERICAS LTD., a corporation organized and existing under the laws of the British Virgin Islands ("Dry Bulk Americas") and DRY BULK AUSTRALIA LTD., a corporation organized and existing under the laws of the British Virgin Islands ("Dry Bulk Australia"), as joint and several borrowers (the "Borrowers",  and each individually a "Borrower"), (2) INTERNATIONAL SHIPHOLDING CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the "Guarantor"), as guarantor, -(3)-the banks and financial institutions listed -on Schedule-I to the Original Agreement (as defined below), as lenders (together with any bank or financial institution which becomes a Lender pursuant to Section 12 of the Facility Agreement, as defined below, the "Lenders" and each a "Lender") and (4) ING BANK N.V., LONDON BRANCH , as facility agent (in such capacity including any successor thereto, the "Facility Agent") and 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 Term Loan Facility Agreement dated as of June 20, 2011, entered into by and among the Borrowers, the Guarantor, the Lenders and the Agents, as amended by Amendment No. 1 thereto dated as of September 19, 2013 and an Amendment No. 2 dated as of November 4, 2014 (the "Original Agreement" and as further amended hereby, the "Facility Agreement").

WITNESSETH THAT:

WHEREAS, the Guarantor has informed the Creditors that certain affiliates of the Guarantor intend to sell the vessels the EGS TIDE, the EGS WAVE, the EGS CREST, the NAIDA RAMIL, the PEGGY PALMER and the OCEAN PORPOISE and certain other nonperforming assets, including [insert details] (which represent approximately 11% of the Guarantor's total assets) (the "Sale");

WHEREAS, the Guarantor has informed the Creditors that as a  result of the Sale, it is anticipated that the Borrowers 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;

WHEREAS, the Security Parties and the Creditors have agreed, inter cilia, 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:

(a)All references to "this Agreement" shall be deemed to refer to the Original

Agreement, as amended hereby;

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(b)The following definition shall be added to Section 1.1 of the Original

Agreement in its alphabetical order as follows:

"'Impairment Losses" shall mean any impairment losses incurred by the Guarantor, on a consolidated basis, which, in accordance with GAAP, would result from the placement of the following assets as held for sale on the balance sheet: the vessels EGS TIDE, EGS WAVE, EGS CREST, NAIDA RAM1L, PEGGY PALMER and OCEAN PORPOISE [insert any additional nonperforming assets to be included as part of the impairment losses};' ; and

(C)Section 9.3(c) of the Original Agreement is hereby amended and restated

in its entirety as follows:

"(c) 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 (i) ninety per cent (90%) of Consolidated Tangible Net Worth as of December 31, 2009, less Impairment Losses, and (ii) the sum of fifty per cent (50%) of (a) all net income of the Guarantor (on a consolidated basis) earned after December 31, 2009, excluding any impairment charge taken by the Guarantor during 2010 with respect to its Mexican rail ferry service and Impairment Losses, and (b) the proceeds from the issuance of any common and/or preferred stock of the Guarantor on or after December 31, 2009; and".

i. copies, certified as true and complete by an officer of each of the Security Parties, of the resolutions of its board of directors and, with respect to the Borrowers, shareholders evidencing approval the, transactions contemplated hereby

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and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf;

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15. Headings; Amendment. In this Amendment, section headings are inserted for convenience of reference only and shall be ignored in the interpretation of this Amendment. This Amendment cannot be amended other than by written agreement signed by the parties

hereto.

[Signature Page Follows]

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