0000278041-12-000038 Sample Contracts

AGREEMENT TO ACQUIRE AND CHARTER
Acquire and Charter • August 7th, 2012 • International Shipholding Corp • Deep sea foreign transportation of freight • New York

THIS AGREEMENT TO ACQUIRE AND CHARTER (this “Agreement”) is made as of the 22nd day of February, 2012 by and among WATERMAN STEAMSHIP CORPORATION, a corporation organized under the laws of the State of New York, with offices at 11 North Water St., Suite 18290, Mobile, Alabama 36602 (hereinafter, “Waterman”), WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION (the “Trust Company”), 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 (hereinafter, together with its successors and assigns, the “Purchaser”), REGIONS EQUIPMENT FINANCE, LTD., a limited partnership organized under the laws of the State of Alabama, with offices at 1900 5th Avenue North, Suite 2400, Birmingham, Alabama, 35203 (“REFL”), INTERNATIONAL SHIPHOLDING CORPORATION, a corporation organized under the laws of Delaware, with

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Contract
Bareboat Charter Agreement • August 7th, 2012 • International Shipholding Corp • Deep sea foreign transportation of freight • New York

THIS BAREBOAT CHARTER AGREEMENT (hereinafter “Charter”) is made and entered into to be effective as of the 22nd day of February, 2012, between 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 (hereinafter, together with its successors and assigns, “Owner”), and WATERMAN STEAMSHIP CORPORATION, a corporation organized under the laws of New York, with offices at 11 North Water St., Suite 18290, Mobile, Alabama 36602 (hereinafter “Charterer”).

GUARANTY AGREEMENT
Guaranty Agreement • August 7th, 2012 • International Shipholding Corp • Deep sea foreign transportation of freight • New York

THIS GUARANTY AGREEMENT (as amended, restated, extended, supplemented, or otherwise modified from time to time, this “Guaranty”) dated February 22, 2012 is executed by INTERNATIONAL SHIPHOLDING CORPORATION, a corporation organized under the laws of Delaware, with offices at 11 North Water St., Suite 18290, Mobile, Alabama 36602 (together with its successors and permitted assigns, “Guarantor”) in favor of WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION (together with its successors and assigns, the “Trust Company”), 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 (the “Trust”).

CHARTER ASSIGNMENT AND SECURITY AGREEMENT
Charter Assignment and Security Agreement • August 7th, 2012 • International Shipholding Corp • Deep sea foreign transportation of freight • New York

THIS CHARTER ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”) is executed as of February 22, 2012 by WATERMAN STEAMSHIP CORPORATION, a New York corporation, with offices at 11 North Water St., Suite 18290, Mobile, Alabama 36602 (“Debtor”), in favor of WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION (the “Trustee”) 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 affiliates, successors and assigns, “Secured Party”).

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