Date: August 24,2007 ****** ADDENDUM NO. ONE TO MEMORANDUM OF AGREEMENT DATED AUGUST24,2007 BETWEEN ******, as guaranteedby ****** AND WATERMAN STEAMSHIP CORPORATION, asguaranteed by INTERNATIONAL SHIPHOLDING CORPORATION

1.  

With reference to Box 11 of the above captioned MOA, the Vessel Price is ******.

2.  

The sale and purchase commission payable by Sellers to ****** in the sum of ****** will be paid by way of adding to the agreed daily Time Charter Hire. Settlement of such commission will be made in a manner as agreed between Buyers and ******.

 Place and Date of Agreement

August 24 , 2007

Code Name: NIPPON SALE 1999

(Part I)

1. Sellers (Preamble)

2. Buyers (Preamble)

******,

Waterman Steamship

Corporation

as guaranteed by

by

as guaranteed by

******

International Shipholding Corporation

3. Vessel's name (Preamble)

4. Flag/Registry (Preamble, Cl. 3 (a) (ii) )

  ******

Panamanian

  5. Class (Preamble, CI. 6 (b))

6. Built (year and builder's name) (Preamble)

KR

******

******

7. Gross register tonnage (Preamble)

8. Summer deadweight tonnage (Preamble)

59,217

18,381

 9.  Place/Date of superficial inspection (Preamble, CL 5 (a), Cl. 10)

 10. Place/date of class records examination (Preamble)

11. Purchase Price (C1. I)

As agreed.

12. Place of closing (CI. 3 (c))

Tokyo, Singapore and New York

13. Delivery range (CI. 4 (a), CI. 6 (e)(i), (I)

Singapore

  14. Delivery period (CI. 4 (a)) and Cancelling Date (CI. 4 (a), (d), (e))

   September 7-14, 2007

15. Places (Cl. 2 (a), CI. 4 (c))

Singapore

16. Liquidated damages, per day (CI. 7 (c)

   The additional clauses, if any, numbered from 16 to [

22

]

$20,000

shall be deemed to be fully incorporated into this Agreement.

..

PURCHASE PRICE9

2. PAYMENT           SEE CLAUSE 16

 

(a)As security for the fulfillment of this agreement, the Buyers shall remit a deposit of ten (10) per cent of the Purchase Price (“the Deposit”) to a bank nominated by the Sellers within three (3) bank days (being days on which banks are open for the transaction of business in the place stated in Box 15 (“Banking Days”)), from the date of this Agreement, in the names of both the Sellers and the Buyers. Any interest earned on the Deposit shall be credited to the Buyers. Bank charges on the Deposit shall be borne equally by the Sellers and the Buyers. The Deposit shall be paid to the Sellers as a part of the Purchase Price in the same manner as the balance of the ninety (90) per cent of the Purchase Price as provided for hereunder.

 

(b) The Buyers shall remit the balance of the Purchase Price by telegraphic transfer to the said bank immediately after the Notice of Readiness for Delivery is tendered by the Sellers as per clause 7 of this agreement. The balance shall be paid to the Sellers together with the Deposit against the Protocol of Delivery and Acceptance being duly signed by a representative of each party at the time of delivery of the Vessel.

DOCUMENTATIONSEE CLAUSES 18 AND 19

 

(a)At the time of delivery of the Vessel, the Sellers shall provide the Buyers with the following documents:

 

(i) the Bill of Sale, duly notarized by a Notary Public, specifying that the   Vessel is free from all debts, encumbrances, mortgages and maritime liens; and

 

(ii) a letter from the Sellers undertaking to supply a Deletion Certificate from the Registry stated in Box 4 as soon as practicable after the Vessel's delivery; and

 

(iii)  such other documents as may be mutually agreed.

 

(b)Upon delivery the Buyers and the Sellers shall execute and exchange a Protocol of Delivery and Acceptance, thereby confirming the date and time of delivery of the Vessel.

 

(c) Closing shall take place at the place stated in Box 12.

 

(e) Notwithstanding the exercise of due diligence by them, if the Sellers anticipate that the Vessel will not be ready for delivery by the Cancelling Date, (whether it be the first agreed Cancelling Date or any subsequent Cancelling Date as provided for in sub-clause (d) above), then the Sellers may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing that that date shall be the new Cancelling Date. Upon receipt of such notification the Buyers shall have the option to cancel this Agreement, provided such option is exercised in writing within two (2) Working Days from the receipt of the aforesaid notification from the Sellers. If the Buyers do not exercise the option to cancel this Agreement, the date proposed by the Sellers shall be the new Cancelling Date as if stated in Box 14.

 

(a)The Sellers shall deliver the Vessel to the Buyers in substantially the same condition as when the Vessel was inspected by the Buyers at the place stated in Box 9, fair wear and tear expected, but recommendations and average damage affecting her present class and with all her class, national and international trading certificates clean and valid at the time of delivery.

 

(b)Upon the Vessel being delivered to and accepted by the Buyers in accordance with this Agreement the Sellers shall have no liability whatsoever for any fault or deficiency in their description of the Vessel or for any defects in the Vessel regardless of whether such defect was apparent or latent at the time of delivery.

 

(a)The Sellers may deliver the Vessel without drydocking, subject to the following provisions.

 

(b) Prior to delivery of the Vessel the Buyers shall have the right to have divers approved by a classification society referred to in Box 5 ("the Classification Society"), carry out an inspection of the Vessel's underwater parts below the summer load line in the presence of a surveyor of the Classification Society arranged by the Sellers. Such inspection, if any, is to be at the Buyers' arrangement, risk and expense and is not to interfere with the Vessel's operation and delivery schedule.

 

(c)The Buyers shall give a written notice of their intention to have an underwater inspection carried out within two (2) days from the receipt of the seven (7) days notice stipulated in sub-clause (b) of Clause 4. If the Buyers fail to give such a written notice within two (2) days, they shall lose their right to have an underwater inspection.

 

(d)Upon receipt of the Buyers' notice the Sellers shall arrange with the Classification Society to carry out an underwater inspection. The cost of the underwater inspection shall be borne by the Buyers unless damage affecting the class is found, in which case the Sellers shall bear the cost.

 

(e)Should any damage affecting the class be found by such divers' inspection the following shall apply:

 

(i) where the damage is of such nature that repairs are not required prior to the next scheduled drydocking by the Classification Society, then the Sellers and the Buyers shall each select a reputable shipyard in the Delivery Range stated in Box 13 or near thereto and obtain from such shipyard a quotation for the cost of repairs of the damage. Each quotation is to be for the direct repair costs of the damage only and is not to include the cost of

 

(ii)where the damage is of such nature that repairs are required prior to the next scheduled drydocking by the Classification Society, then the Sellers shall repair the damage at their cost and expense and to the Classification Society's satisfaction.

 

(f)In the event that the Vessel is drydocked to effect repairs of  damage in accordance with sub-clause (e) hereof, the Sellers shall have the right to designate the drydock place as the new delivery place if such drydock place is within the Delivery Range stated in Box 13. In such event the Buyers shall have the right to clean and paint the underwater parts of the Vessel at their risk and expense and without interfering with the work of the Sellers and a surveyor of the Classification Society and without affecting the Vessel's delivery schedule. However if the Buyers' work in drydock is still in progress when the Sellers have completed their work, then the additional docking period necessary for  completing such work shall be at the Buyers' risk and  expense, in which event the Sellers shall have the right to tender a Notice of Readiness for Delivery on or after completion of their work.

 

(g)If repairs are required in accordance with sub-clause (e) hereof, then the Cancelling Date shall be extended by the corresponding time lost to effect such repairs provided that such extension shall not in any event exceed thirty (30) days.

7.NOTICE OF READINESS AND LIQUIDATED DAMAGES 

 

(a)When the Vessel becomes ready for delivery, the Sellers shall tender to the Buyers a Notice of Readiness for Delivery.

 

(b)The Buyers shall take over the Vessel within three (3) Banking Days from the day of receipt of such Notice of Readiness for  Delivery.

 

(c) In the event the Buyers do not take delivery of the Vessel  within the period specified above, the Buyers shall pay to  the Sellers for each day of the delay up to the tenth (10"') day  of the delay the liquidated damages as stated in Box 16. If the delay exceeds ten (10) days then the Sellers shall have the right to cancel this Agreement, and claim damages for their losses following therefrom.

 

 

(a) Should the Buyers default in the payment of the Deposit or   the balance of the Purchase Price in the manner and within the time herein specified, or the Buyers otherwise fail to perform their obligations under this Agreement and such failure is not remedied within seven (7) days following receipt of a notice of default from the Sellers to the Buyers, then the Sellers shall have the right to cancel this Agreement. In such event the Deposit if already paid, together with interest accrued thereon, if any, shall be forfeited to the Sellers. If the Deposit has not yet been paid the Sellers shall have the right to receive the amount equivalent to the Deposit from the Buyers. If the Deposit or the amount equivalent to the Deposit does not cover the Sellers' losses, the Sellers shall have the right to claim further compensation from the Buyers to recover such losses.

 

(b) Should the Sellers default in the delivery of the Vessel with everything belonging to her in the manner and within the time herein specified, or the Sellers otherwise fail to perform their obligations under this Agreement and such failure is not remedied within seven (7) days following receipt of a notice of default from the Buyers to the Sellers, then the Buyers shall have the right to cancel this Agreement. In such event the Buyers shall have the right to be paid the amount equivalent to tbe Deposit by the Sellers and the Deposit, if already paid, together with interest accrued thereon, if any, shall be released to the Buyers. If the amount equivalent to the Deposit does not cover the Buyers' losses the Buyers shall have the right to claim further compensation from the Sellers to recover such losses.

 ARBITRATION266

16.  

Buyers shall pay within three (3) banking days from the date of lifting all subjects to this Agreement a deposit of ten (10) percent of purchase money. This amount shall be deposited in a joint escrow account established at the DnB NOR Bank ASA, Singapore and held by them in the names of Sellers and Buyers.

17.  

Before delivery, Sellers shall furnish Buyers with a copy of the Vessel's current Provisional or Permanent Registration of Navigation.

18.  

At the time of delivery of the Vessel, the Sellers shall furnish the Buyers with the following documents:

 

a)

the Bill of Sale on United States Coast Guard form attached as Exhibit A, duly attested by a Notary Public and Apostilled, specifying that the Vessel is free from all debts, encumbrances and maritime lines,

 

b)

a Certification of Ownership issued by the Panamanian Authorities which shows ownership of the Vessel and that the Vessel is free from vessel's mortgages, encumbrances, debts and liens,

 

d)

a letter from the Sellers undertaking to supply a Deletion Certificate from the Panama Registry after the Vessel's delivery, and

 

e)

such other documents including required Powers of Attorney and Corporate Authorizations duly notarized and Apostilled as may be reasonably required by Buyers and by Buyers' flag for registration purpose only,

 

f)

the documents mentioned in subclauses a), b), c) and d) above shall be executed in English.

19.

Sellers shall, at the time of delivery, hand to the Buyers all classification certificates as well as all plans, etc., which are not required to return to registry/KR or relative authorities. After delivery of the vessel, other technical documentation which may be in the Sellers' possession shall promptly upon the Buyers' instructions be forwarded to the Buyers. The Sellers may keep the log books, but the Buyers has the right to take copies of same.

20.

Sellers agree that Buyers's officers and representatives may join the Vessel for familiarization purposes before delivery to Buyers in which case Buyers will take responsibility for costs incurred for its officers and representatives during their stay onboard an for any accidents or injury and/or loss of life of Buyers' officers or representatives which occur during their stay onboard the Vessel. Sellers also agree that Buyers may borrow Sellers' officers ex the Vessel after delivery of the Vessel

 

to Buyers subject to the Buyers' paying the agreed amount of cost to Sellers and taking responsibility for such Sellers' officers' accidents of injury and/or loss of life.

21.

This MOA is subject to the United States Government authorities approval.

22.

The terms and conditions of this MOA are strictly confidential.