10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q/A

(Amendment No.1)

(Mark One)

[X]            Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2012

[   ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number:  001-10852

INTERNATIONAL SHIPHOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)   11 North Water Street, Mobile, Alabama (Address of principal executive offices) 36-2989662 (I.R.S. Employer Identification No.)     36602 (Zip Code)

(251)-243-9100

(Registrant’s telephone number, including area code)

Former name, former address and former fiscal year, if changed since last report:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer þ Non-accelerated filer o Smaller Reporting Company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class Common Stock, $1 par value, Outstanding as of June 30, 2012 7,203,860 shares

 

EXPLANATORY NOTE

This Amendment No. 1 to Form 10-Q on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q of International Shipholding Corporation (the “Company”) for the quarter ended June 30, 2012, filed with the Securities and Exchange Commission (the “Commission”) on August 7, 2012 (the “Original Filing”).  This Amendment is being filed solely to modify the redacted version of Exhibit 10.19 to the Original Filing to include information previously excluded.  This revision is in response to comments that the Company received from the staff of the Commission in connection with the Company’s request for confidential treatment with respect thereto.

As required by Rule 12b-15 of the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment.  Except as described above, no attempt has been made in this Amendment to modify or update other items or disclosures presented in the Original Filing. This Amendment does not reflect events occurring after the date of the Original Filing or modify or update those disclosures that may be affected by subsequent events.

PART II – OTHER INFORMATION

ITEM 6 – EXHIBITS

The exhibits to this Amendment No. 1 to Form 10-Q on Form 10-Q/A for the quarter ended June 30, 2012 are listed in the Exhibit Index, which appears at the end of this report.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INTERNATIONAL SHIPHOLDING CORPORATION

/s/ Manuel G. Estrada

_____________________________________________

Manuel G. Estrada

Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

Date:   November 21, 2012

EXHIBIT INDEX

(3.1)	Restated Certificate of Incorporation of the Registrant, as amended through May 19, 2010 (filed with the Securities and Exchange Commission as Exhibit 3.1 to the Registrant's Form 10-Q dated July 28, 2010 and incorporated herein by reference)
(3.2)	By-Laws of the Registrant as amended through October 28, 2009 (filed with the Securities and Exchange Commission as Exhibit 3.2 to the Registrant's Form Current Report on Form 8-K dated November 2, 2009 and incorporated herein by reference)
(4.1)	Specimen of Common Stock Certificate (filed as an exhibit to the Registrant's Form 8-A filed with the Securities and Exchange Commission on April 25, 1980 and incorporated herein by reference)
(10.1)	Credit Agreement, dated as of September 30, 2003, by and among LCI Shipholdings, Inc. and Central Gulf Lines, Inc., as Joint and Several Borrowers, the banks and financial institutions listed therein, as Lenders, Commerzbank AG, as successors to Deutsche Schiffsbank Aktiengesellschaft as Facility Agent and Security Trustee, DnB NOR Bank ASA, as Documentation Agent, and the Registrant, as Guarantor (filed with the Securities and Exchange Commission as Exhibit 10.2 to Pre-Effective Amendment No. 2, dated December 10, 2004 and filed with the Securities and Exchange Commission on December 10, 2004, to the Registrant's Registration Statement on Form S-1 (Registration No. 333-120161) and incorporated herein by reference)
(10.2)	Credit Agreement, dated September 26, 2005, by and among Central Gulf Lines, Inc., as Borrower, the banks and financial institutions listed therein, as Lenders, DnB NOR Bank ASA, as Facility Agent and Arranger, and Commerzbank AG, as successors to Deutsche Schiffsbank Aktiengesellschaft, as Security Trustee and Arranger, and the Registrant, as Guarantor (filed with the Securities and Exchange Commission as Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated September 30, 2005 and incorporated herein by reference)
(10.3)	Credit Agreement, dated December 13, 2005, by and among CG Railway, Inc., as Borrower, the investment company, Liberty Community Ventures III, L.L.C., as Lender, and the Registrant, as Guarantor (filed with the Securities and Exchange Commission as Exhibit 10.4 to the Registrant's Form 10-K for the annual period ended December 31, 2005 and incorporated herein by reference)
(10.4)	Credit Agreement, dated as of August 2, 2010, by and among East Gulf Shipholding, Inc., as borrower, the Registrant, as guarantor, the banks and financial institutions listed therein, as lenders, and ING Bank N.V., London Branch, as facility agent and security trustee. (filed with the Securities and Exchange Commission as Exhibit 10.12 to the Registrant’s Form 10-Q/A dated December 23, 2010 and incorporated herein by reference) (On December 28, 2010, the Securities and Exchange Commission granted confidential treatment with respect to certain portions of this exhibit.)
(10.5)	$30,000,000 Revolving Loan to the Registrant and seven of its subsidiaries by Regions Bank dated March 7, 2008, as amended by instruments dated March 3, 2009, August 13, 2009, March 31, 2010, March 31, 2011, July 18, 2011 and March 31, 2012. (filed with the Securities and Exchange Commission as Exhibit 10.5 to the Registrant’s Form 10-Q for the quarterly period ended September 30, 2012 and incorporated herein by reference)
(10.6)	Credit Agreement, dated as of January 23, 2008, by and among East Gulf Shipholding, Inc., as borrower, the Registrant, as guarantor, the banks and financial institutions party thereto, as lenders, DnB NOR Bank ASA, as facility agent, and Commerzbank AG, as successors to Deutsche Schiffsbank Aktiengesellschaft, as security trustee. (filed with the Securities and Exchange Commission as Exhibit 10.13 to the Registrant’s Form 10-K for the annual period ended December 31, 2007 and incorporated herein by reference)
(10.7)	Credit Agreement, dated as of June 20, 2011, by and among Dry Bulk Australia Ltd. and Dry Bulk Americas Ltd., as joint and several borrowers, the Registrant, as guarantor, and ING Bank N.V. London branch, as lender, facility agent and security trustee (filed with the Securities and Exchange Commission as Exhibit 10.8 to the Registrant’s Form 10-Q for the quarterly period ended June 30, 2011 and incorporated herein by reference)
(10.8)	Credit Agreement, dated as of June 29, 2011, by and among LCI Shipholdings, Inc. and Waterman Steamship Corporation, as joint and several borrowers, the Registrant, as guarantor, DnB NOR Bank ASA and HSH Nordbank AG, New York Branch, as lenders, DnB NOR Bank ASA, as bookrunner, facility agent and security trustee and DnB NOR Bank ASA and HSH Nordbank AG, New York Branch, as mandated lead arrangers (filed with the Securities and Exchange Commission as Exhibit 10.9 to the Registrant’s Form 10-Q for the quarterly period ended June 30, 2011 and incorporated herein by reference)
(10.9)	International Shipholding Corporation 2011 Stock Incentive Plan (filed with the Securities and Exchange Commission as Exhibit 99.2 to the Registrant's Current Report dated April 27, 2011 on Form 8-K filed on April 29, 2011 and incorporated herein by reference)
(10.10)	Form of Incentive Agreement for Restricted Stock Units granted May 7, 2012 (filed with the Securities and Exchange Commission as Exhibit 10.1 to the Registrant’s Form Current Report on Form 8-K dated May 7, 2012 and incorporated herein by reference)
(10.11)	Description of Life Insurance Benefits Provided by the Registrant to Niels W. Johnsen and Erik F. Johnsen Plan (filed with the Securities and Exchange Commission as Exhibit 10.8 to the Registrant's Form 10-K for the annual period ended December 31, 2004 and incorporated herein by reference)
(10.12)	Change of Control Agreement, by and between the Registrant and Niels M. Johnsen, effective as of August 6, 2008 (filed with the Securities and Exchange Commission as Exhibit 10.14 to the Registrant’s Form 10-Q for quarterly period ended June 30, 2008 and incorporated herein by reference)
(10.13)	Change of Control Agreement, by and between the Registrant and Erik L. Johnsen, effective as of August 6, 2008 (filed with the Securities and Exchange Commission as Exhibit 10.15 to the Registrant’s Form 10-Q for quarterly period ended June 30, 2008 and incorporated herein by reference)
(10.14)	Change of Control Agreement, by and between the Registrant and Manuel G. Estrada, effective as of August 6, 2008 (filed with the Securities and Exchange Commission as Exhibit 10.16 to the Registrant’s Form 10-Q for quarterly period ended June 30, 2008 and incorporated herein by reference)
(10.15)	Form of Indemnification Agreement, by and between the Registrant and members of the Board of Directors, effective as of November 11, 2009 (filed with the Securities and Exchange Commission as Exhibit 10.20 to the Registrant’s Form 10-K for the annual period ended December 31, 2009 and incorporated herein by reference)
(10.16)	Agreement to Acquire and Charter, dated as of February 22, 2012, by and between Waterman Steamship Corporation, Wells Fargo Bank Northwest, National Association, Regions Equipment Finance, Ltd, International Shipholding Corporation and Gulf South Shipping Pte. Ltd, (filed in redacted form with the Securities and Exchange Commission as Exhibit 10.16 to the Registrant’s Form 10-Q for the quarterly period ended June 30, 2012 and incorporated herein by reference - confidential treatment has been requested pursuant to Rule 24b-2 for certain portions thereof.)
(10.17)	Charter Assignment and Security Agreement, dated as of February 22, 2012, by Waterman Steamship Corporation in favor of Wells Fargo Bank Northwest, National Association, (filed in redacted form with the Securities and Exchange Commission as Exhibit 10.17 to the Registrant’s Form 10-Q for the quarterly period ended June 30, 2012 and incorporated herein by reference - confidential treatment has been requested pursuant to Rule 24b-2 for certain portions thereof.)
(10.18)	Bareboat Charter Agreement, dated as of February 22, 2012, by and between Waterman Steamship Corporation and Wells Fargo Bank Northwest, National Association, (filed in redacted form with the Securities and Exchange Commission as Exhibit 10.17 to the Registrant’s Form 10-Q for the quarterly period ended June 30, 2012 and incorporated herein by reference - confidential treatment has been requested pursuant to Rule 24b-2 for certain portions thereof.)
(10.19)	Notice and Acknowledgment of Collateral Assignment of Time Charter and Subordination Agreement, dated as of February 22, 2012, from Waterman Steamship Corporation and Wells Fargo Bank Northwest, National Association to Nippon Yusen Kaisha*
(10.20)	Guaranty Agreement, dated as of February 22, 2012, executed by International Shipholding Corporation in favor of Wells Fargo Bank Northwest, National Association.   (filed with the Securities and Exchange Commission as Exhibit 10.20 to the Registrant’s Form 10-Q for the quarterly period ended June 30, 2012 and incorporated herein by reference)
(31.1)	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
(31.2)	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
(32.1)	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
(32.2)	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
	*filed with this report

EX-10.19

NOTICE AND ACKNOWLEDGMENT OF

COLLATERAL ASSIGNMENT OF TIME CHARTER AND

SUBORDINATION AGREEMENT

TO: NIPPON YUSEN KAISHA

PLEASE BE ADVISED that Waterman Steamship Corporation (“Waterman”) has entered into a sale/leaseback transaction with Wells Fargo Bank Northwest, National Association, a national banking association organized under the laws of the United States of America, with offices at 299 South Main Street, 12th Floor, Salt Lake City, Utah 84111, not in its individual capacity, but solely as the Trustee of The Green Bay Vessel Trust (together with its successors and assigns, the “Trustee”), involving the M/V GREEN BAY, Official Number 1204654 (the “Vessel”), under the terms of that certain Bareboat Charter Agreement dated February 22, 2012 between Waterman, as “Charterer”, and the Trustee, as “Owner” (the “Bareboat Charter”).  As security for the payment and performance of the obligations of Waterman under the Bareboat Charter and the Charter Documents (as defined in the Bareboat Charter) related thereto, Waterman has collaterally assigned and granted a security interest in (a) all of its right, title and interest in and to that certain Time Charter of the Vessel, dated June 24, 2010 (the “Time Charter”), between Waterman and Nippon Yusen Kaisha (hereinafter “you” or “NYK”), and (b) all charter hire, freights, subfreights, earnings, demurrage, detention and other earnings, accounts and general intangibles payable under the Time Charter, to and in favor of the Trustee (the “Assignment”).  A copy of the Assignment is attached hereto for your files.

The assignment of the Time Charter is only for the purposes of security, and Waterman will continue to perform all of its obligations under the Time Charter.  Until such time, if any, that you receive written notice from the Trustee of a default by Waterman under the Bareboat Charter, and a demand by the Trustee for the payment of charter hire and other sums due from NYK to Waterman under the Time Charter directly to the Trustee, you may continue to tender all performance due under the Time Charter to Waterman.  Upon receipt of written notice from the Trustee of a default by Waterman under the Bareboat Charter, and a written demand from the Trustee to tender all further payments of charter hire and other sums payable under the Time Charter directly to the Trustee, you are hereby authorized and directed immediately, without further consent or authorization from Waterman, to tender all further payments and performance under the Time Charter to the Trustee, in accordance with and subject to the terms and conditions of the Time Charter.  Any tender of performance to the Trustee pursuant to this authorization shall be deemed to satisfy any and all of the obligations of NYK to Waterman under the Time Charter, to the extent of such performance, as fully as if such performance had been tendered directly to Waterman.

It is a condition to the consummation of the sale/leaseback transaction that NYK agree to subordinate all of its right, title and interest in and to the Vessel under the Time Charter to the interests of the Trustee under the Bareboat Charter.  By signing below, NYK agrees that, under the terms of this subordination, notwithstanding the effective date of the Time Charter and the delivery of the Vessel thereunder, all right, title and interest of the Trustee in and to the Vessel, and all right, title, interest, liens and security interests of the Trustee arising from the Bareboat Charter, shall, for all times and for all purposes, be superior in rank, preference and priority to any right, interest, claim, lien or security interest in or against the Vessel, whether now existing or hereafter arising, in favor of NYK, whether arising under the Time Charter or otherwise.  Without limiting the foregoing, NYK agrees that at no time and under no circumstance shall it seek to challenge, invalidate or assert priority over any right, title or interest of the Trustee in and to the Vessel, or any right, title, interest, liens and security interests of the Trustee under the Bareboat Charter or the Assignment.  NYK further agrees that, so long as the Bareboat Charter remains in effect, it will forbear from exercising any lien rights against the Vessel arising under the Time Charter or under applicable law and that it will not foreclose on any claim, lien and/or security interest created in its favor under the Time Charter or otherwise without the prior written consent of the Trustee first being obtained.  In the event of foreclosure by NYK, NYK shall not accept any proceeds from any foreclosure (or sale) of the Vessel unless and until the indebtedness and other obligations of Waterman (including all interest, fees and expenses) to the Trustee under the Bareboat Charter and related Charter Documents have been fully paid.

Finally, in addition to its right to collect charter hire payable by NYK under the terms of the Time Charter referenced above, following the occurrence and during the continuance of a default by Waterman under the Bareboat Charter, the Trustee is authorized, in its discretion, among other remedies, to terminate the Bareboat Charter, recover possession of the Vessel and sell or re-charter the Vessel under terms acceptable to the Trustee.  In consideration of the agreement of NYK to subordinate and forbear from the enforcement of any lien rights in its favor against the Vessel, the Trustee agrees that, should the Trustee elect to terminate the Bareboat Charter and sell or re-charter the Vessel following a default by Waterman, prior to any such termination and such sale or re-charter, the Trustee will forward notice of the default and its intention to terminate the Bareboat Charter and sell or re-charter the Vessel (a “Notice of Intent”) to NYK, and grant to NYK the following options which shall be exercisable by NYK only so long as the Time Charter remains in force in accordance with its terms.

If the Trustee elects to re-charter the Vessel, the Trustee in the Notice of Intent shall request NYK to name a replacement operator to take over the position of Waterman under the Bareboat Charter within ten (10) business days following receipt of the Notice of Intent.  Any such replacement operator must meet all approval requirements of the United States Maritime Administration or any successor agency of the United States government charged with the administration of United States vessel transfer restrictions (collectively, “MARAD”), agree to assume all Bareboat Charter obligations of Waterman, and meet all internal credit approval requirements of the Trustee.

In the event that the Trustee has elected to sell the Vessel (either at auction or by private sale), the Notice of Intent shall disclose that intention, and prior to any such sale or re-charter, NYK or its nominee shall have the option to purchase the Vessel for a cash purchase price (the “Purchase Price”) equal to (a) the stipulated loss value of the Vessel stated on the table attached hereto determined as of one month prior to the last charter hire installment date under the Bareboat Charter through which the Trustee has received full payment of charter hire in good and indefeasible funds (either from Waterman and/or by application of charter hire paid by NYK to the Trustee under the Time Charter pursuant to the instructions of the Trustee) plus (b) any taxes, duties, fees, assessments or charges of any nature imposed by any governmental authority relating to the sale, registration, use, delivery of the Vessel.  Any sale of the Vessel to NYK pursuant to the foregoing option is subject to the prior written consent of MARAD, and shall be on an “AS IS, WHERE IS” basis without any warranties whatsoever (other than a warranty that the Trustee will transfer such title to the Vessel as was conveyed to the Trustee by Waterman free and clear of any liens or other encumbrances imposed by the Trustee).  If NYK elects to purchase the Vessel pursuant to the foregoing option, NYK shall provide written notice to the Trustee of that election within ten (10) business days following receipt by NYK of the Notice of Intent issued by the Trustee.  Upon the timely receipt of such notice from NYK, the Trustee will proceed to apply to MARAD for, and use commercially reasonable efforts to obtain, permission to transfer the Vessel to NYK during which time NYK shall finalize all board of director and shareholder approval required for the purchase.  Should MARAD grant permission for the sale of the Vessel to NYK, the Trustee will forward notice of such approval to NYK, and NYK shall consummate the purchase by tender of the Purchase Price to the Trustee, in U.S. Dollars, and in good and indefeasible funds, within ten (10) business days following the receipt by NYK of notice from the Trustee of the grant by MARAD of permission for the sale or sixty (60) business days from the date of the Notice of Intent, whichever is later (the “Closing Date”).

If, as applicable, (i) NYK fails to name a replacement operator as provided above, (ii) provide timely notice of its election to purchase the Vessel pursuant to the foregoing purchase option and consummate the purchase of the Vessel by the Closing Date, or (iii) the re-charter to NYK’s suggested operator or the sale of the Vessel to NYK is not approved by MARAD, the Trustee may proceed to sell or re-charter the Vessel to any person free of any liens or other interest arising in favor of NYK under the Time Charter.  Any right, interest, claim, lien or security interest in or against the Vessel in favor of NYK arising under the terms of the Time Charter shall remain subject and subordinate to the rights of the Trustee as provided above and shall be deemed to attach, if at all, only to any proceeds of the sale of the Vessel remaining after the satisfaction of all indebtedness and other obligations of Waterman (including all interest, fees and expenses) to the Trustee under the Bareboat Charter.

Please acknowledge your receipt of this notice, your agreement to comply with the instructions set forth above, your agreement to subordinate your interests in the Vessel arising pursuant to the Time Charter and applicable law to the interests of the Trustee in the Vessel arising pursuant to the Bareboat Charter and related Charter Documents under the terms set forth above and your agreement to and understanding of the terms of the purchase option granted above by signing in the signature block below.  By signing below, you acknowledge that the Trustee is relying on this Notice and Acknowledgment, and your agreement to subordinate your rights with respect to the Vessel under the Time Charter as provided herein, as an inducement to provide financing to Waterman.  Except as provided above, your signature below is without prejudice to any rights which NYK may have under the Time Charter including but not limited to the right to make deductions from the payment of charter hire to the extent of claims which NYK may have against Waterman or the Vessel to the extent permitted pursuant to the terms of the Time Charter.

                                                                                                                                                                                                                                                                                                                       Dated:  February 22, 2012

WATERMAN STEAMSHIP CORPORATION

By:           /s/ D. B. Drake 

Name:      D. B. Drake                               

Title:        Vice President and Treasurer

WELLS FARGO BANK NORTHWEST, N.A.,

 as Trustee of The Green Bay Vessel Trust

By:           /s/ Jon Croasmun                  

Name:     Jon Croasmun                         

         Title:       Vice President                         

ACKNOWLEDGED, ACCEPTED AND

AGREED THIS 22ND DAY OF

FEBRUARY, 2012

NIPPON YUSEN KAISHA

By:           /s/ Tomo Moriya                                                                

Name:      Tomo Moriya

Title:        Manager – Coordination Team Car Carrier Group

STIPULATED LOSS VALUES

“SLV” means stipulated loss value

“Capitalized Owner’s Cost” is $59,000,000.00 (U.S. Dollars)

Payment Date	SLV as a % of Capitalized Owner’s Cost	Payment Date	SLV as a % of Capitalized Owner’s Cost
3/1/2012	105.11	4/1/2017	80.46
4/1/2012	104.76	5/1/2017	80.00
5/1/2012	104.40	6/1/2017	79.53
6/1/2012	104.05	7/1/2017	79.06
7/1/2012	103.70	8/1/2017	78.59
8/1/2012	103.34	9/1/2017	78.12
9/1/2012	102.98	10/1/2017	77.64
10/1/2012	102.62	11/1/2017	77.16
11/1/2012	102.26	12/1/2017	76.68
12/1/2012	101.90	1/1/2018	76.20
1/1/2013	101.54	2/1/2018	75.72
2/1/2013	101.17	3/1/2018	75.23
3/1/2013	100.80	4/1/2018	74.74
4/1/2013	100.43	5/1/2018	74.25
5/1/2013	100.06	6/1/2018	73.76
6/1/2013	99.69	7/1/2018	73.26
7/1/2013	99.31	8/1/2018	72.77
8/1/2013	98.94	9/1/2018	72.27
9/1/2013	98.56	10/1/2018	71.77
10/1/2013	98.18	11/1/2018	71.26
11/1/2013	97.79	12/1/2018	70.76
12/1/2013	97.41	1/1/2019	70.25
1/1/2014	97.02	2/1/2019	69.74
2/1/2014	96.64	3/1/2019	69.23
3/1/2014	96.25	4/1/2019	68.71
4/1/2014	95.85	5/1/2019	68.19
5/1/2014	95.46	6/1/2019	67.67
6/1/2014	95.07	7/1/2019	67.15
7/1/2014	94.67	8/1/2019	66.63
8/1/2014	94.27	9/1/2019	66.10
9/1/2014	93.87	10/1/2019	65.57
10/1/2014	93.47	11/1/2019	65.04
11/1/2014	93.06	12/1/2019	64.51
12/1/2014	92.65	1/1/2020	63.98
1/1/2015	92.25	2/1/2020	63.44
2/1/2015	91.83	3/1/2020	62.90
3/1/2015	91.42	4/1/2020	62.35
4/1/2015	91.01	5/1/2020	61.81
5/1/2015	90.59	6/1/2020	61.26
6/1/2015	90.17	7/1/2020	60.71
7/1/2015	89.75	8/1/2020	60.16
8/1/2015	89.33	9/1/2020	59.61
9/1/2015	88.90	10/1/2020	59.05
10/1/2015	88.48	11/1/2020	58.49
11/1/2015	88.05	12/1/2020	57.93
12/1/2015	87.62	1/1/2021	57.37
1/1/2016	87.19	2/1/2021	56.80
2/1/2016	86.75	3/1/2021	56.23
3/1/2016	86.32	4/1/2021	55.66
4/1/2016	85.88	5/1/2021	55.09
5/1/2016	85.44	6/1/2021	54.51
6/1/2016	85.00	7/1/2021	53.94
7/1/2016	84.55	8/1/2021	53.36
8/1/2016	84.11	9/1/2021	52.77
9/1/2016	83.66	10/1/2021	52.19
10/1/2016	83.21	11/1/2021	51.60
11/1/2016	82.76	12/1/2021	51.01
12/1/2016	82.30	1/1/2022	50.42
1/1/2017	81.84	2/1/2022	49.82
2/1/2017	81.39	3/1/2022	50.00
3/1/2017	80.92

EX-31.1

EXHIBIT  31.1

CERTIFICATION

I, Niels M. Johnsen, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of International Shipholding Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 21, 2012

/s/ Niels M. Johnsen

Niels M. Johnsen

Chairman of the Board of Directors and Chief Executive Officer

International Shipholding Corporation

EX-31.2

EXHIBIT  31.2

CERTIFICATION

I, Manuel G. Estrada, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of International Shipholding Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

 a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 21, 2012

/s/ Manuel G. Estrada

___________________________

Manuel G. Estrada

Vice President and Chief Financial Officer

International Shipholding Corporation

EX-32.1

Exhibit 32.1

Certification of CEO Pursuant to 18 U.S.C. Section 1350

(Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q/A of International Shipholding Corporation (the “Company”) for the period ending June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Niels M. Johnsen, as Chairman and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)  The Report fully complies with the requirements of Section 13a or 15d of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  November 21, 2012

/s/ Niels M. Johnsen

 Niels M. Johnsen

 Chairman of the Board of Directors and Chief Executive Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2

Exhibit 32.2

Certification of CFO Pursuant to 18 U.S.C. Section 1350

(Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q/A of International Shipholding Corporation (the “Company”) for the period ending June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Manuel G. Estrada, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)  The Report fully complies with the requirements of Section 13a or 15d of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 21, 2012

/s/ Manuel G. Estrada

 Manuel G. Estrada

 Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.