ROSETTA NAVIGATION CORP. LIMITED TRITON SHIPPING LIMITED as joint and several Borrowers and BOX SHIPS INC. as Corporate Guarantor and THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders and ABN AMRO BANK N.V. as Agent, Underwriter,...

Exhibit 4.41

Dated 25 June 2015

ROSETTA NAVIGATION CORP. LIMITED

TRITON SHIPPING LIMITED

as joint and several Borrowers

and

BOX SHIPS INC.

as Corporate Guarantor

and

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1

as Lenders

and

ABN AMRO BANK N.V.

as Agent, Underwriter, Swap Bank and as Security Trustee

SUPPLEMENTAL AND RELEASE AGREEMENT

relating to a loan facility of
(originally) up to US$25,000,000

Index

Clause		Page

1	Interpretation	2
2	Agreement of the Creditor Parties	4
3	Conditions Precedent	5
4	Representations and Warranties	7
5	Amendments to Loan Agreement, Corporate Guarantee, Master Agreement and other Finance Documents	7
6	Further Assurances	11
7	Expenses	12
8	Notices	12
9	Supplemental	12
10	Law and Jurisdiction	12
Execution Pages		13
Appendix A Released Finance Documents		15
Schedule 1 Lenders		16

THIS SUPPLEMENTAL AND RELEASE AGREEMENT is made on 25 June 2015

BETWEEN:

(1)

ROSETTA NAVIGATION CORP. LIMITED (“Rosetta”) and TRITON SHIPPING LIMITED (“Triton”), each a company incorporated in Hong Kong whose registered office is at Suite 801, Singga Commercial Centre, 000-000, Xxxxxxxxx Xxxx Xxxx, Xxxx Xxxx (each a "Borrower" and, together, the "Borrowers");

(2)

BOX SHIPS INC., a corporation incorporated in the Republic of the Xxxxxxxx Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH96960, as Corporate Guarantor;

(3)

THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1, as Lenders; and

(4)

ABN AMRO BANK N.V. acting through its office at 93 Coolsingel, 3012 ae, Rotterdam, The Netherlands, as Agent, Swap Bank, Underwriter and Security Trustee.

BACKGROUND

(A)

By a loan agreement dated 27 June 2012 (as amended and supplemented by two supplemental agreements dated 9 August 2013 and 25 November 2014 respectively, the “Loan Agreement”) and made between (i) the Borrowers as joint and several borrowers, (ii) the Lenders and (iii) ABN Amro Bank N.V. as Agent, Swap Bank, Underwriter and Security Trustee, the Lenders made available to the Borrowers a loan facility in an amount of (originally) up to US$25,000,000, of which an amount of US$11,250,000 is outstanding by way of principal on the date hereof.

(B)

By an agency and trust deed (the "Agency and Trust Deed") entered into pursuant to the Loan Agreement, it was agreed that the Security Trustee would hold the Trust Property on trust for the Lenders and the Swap Bank.

(C)

By a master agreement (the "Master Agreement") on the 2002 ISDA Master Agreement together with the schedule attached thereto (as amended) dated 27 June 2012 and made between (i) the Borrowers and (ii) the Swap Bank, it was agreed that the Swap Bank would enter into Designated Transactions with the Borrowers from time to time.

(D)

By a corporate guarantee dated 27 June 2012 (as amended and supplemented from time to time, the “Corporate Guarantee”) and made between (i) the Corporate Guarantor and (ii) the Security Trustee, the Corporate Guarantor has guaranteed the obligations of the Borrowers under the Loan Agreement and the Master Agreement.

(E)

The Borrowers and the Corporate Guarantor have requested that the Creditor Parties agree to:

(i)

the discharge of the Original Mortgage and the release of the Original Deed of Covenant, the Original General Assignment and the Original Charterparty Assignment and the reassignment of all rights and interests in respect of all property assigned thereunder in respect of each Ship on the relevant Reflagging Date (the “Release and Reassignment”);

(ii)

the deletion of the Ships from the Hong Kong flag and the registration of the Ships under the laws and flag of the Republic of Liberia on the relevant Reflagging Date (the “Reflagging”);

(iii)

amend the repayment schedule set out in clauses 8.1 and 8.2 of the Loan Agreement in the manner set out in Clause 5.1(a)(vi) of this Agreement (the “Repayment Schedule Amendment”);

(iv)

relax certain financial covenants set out in clause 12.3 (b) and (d) of the Corporate Guarantee (the “Corporate Guarantee Amendments”) during the Third Waiver Period (as defined below); and

(v)

waive the application of the requirements under clause 11.20 of the Loan Agreement and clause 11.15 of the Corporate Guarantee (the “Employment Amendments”) during the Third Waiver Period (as defined below),

together, the “Request”.

(F)

The Creditor Parties’ consent to the Release and Reassignment and the Reflagging is subject to, inter alia, the execution and (where relevant) registration of the New Mortgage and the New General Assignment in respect of each Ship on the relevant Reflagging Date.

(G)

This Agreement sets out the terms and conditions on which the Creditor Parties agree, with effect on and from the applicable Effective Date, to:

(i)

the Request; and

(ii)

the consequential amendment of the Loan Agreement, the Corporate Guarantee, the other Finance Documents and the Master Agreement in connection with the Request.

IT IS AGREED as follows:

Interpretation

1.1

Defined expressions

Words and expressions defined in the Loan Agreement shall have the same meanings when used in this Agreement (including the recitals) unless the context otherwise requires.

1.2

Definitions

In this Agreement, unless the contrary intention appears:

“Borrowers’ New First Documents” means, together, the New Mortgages and the New General Assignments and, in the singular, means any of them;

“Borrowers’ New Second Documents” means, together, in relation to each Ship:

(a)

a second preferred Liberian mortgage over that Ship; and

(b)

a second priority general assignment of the Earnings, the Insurances and any Requisition Compensation in respect of that Ship,

each executed or to be executed by the Borrower owning that Ship in favour of the Syndicate Security Trustee in the Agreed Form and, in the singular, means any of them;

“Corporate Guarantee” means the guarantee (as amended and supplemented from time to time) as referred to in Recital (D);

“Effective Date” means each of the First Effective Date and the Reflagging Effective Dates and, in the plural means all of them;

“First Effective Date” means, in relation to each of the Repayment Schedule Amendment, the Corporate Guarantee Amendments, the Employment Amendments and the amendments to the Loan Agreement, the Corporate Guarantee, the other Finance Documents and the Master Agreement set out in Clauses 5.1(a), 5.2 and 5.3, the date on which the Agent confirms to the Borrowers in writing substantially in the form set out in Schedule 2 that all the conditions precedent in Clause 3.2 have been satisfied;

“Intercreditor Deed Supplemental Letter” means a letter made or to be made between the Borrowers, the Security Trustee and Syndicate Security Trustee in the Agreed Form amending and supplementing the Intercreditor Deed;

“Loan Agreement” means the loan agreement (as amended, supplemented and/or restated from time to time) as referred to in Recital (A);

“Master Agreement” means the master agreement (as amended and supplemented from time to time) as referred to in Recital (C) and includes all Designated Transactions from time to time entered into and Confirmations from time to time exchanged under the master agreement;

“New General Assignment” means, in relation to a Ship, a first priority general assignment of the Earnings, the Insurances and any Requisition Compensation in respect of that Ship in the Agreed Form and, in the plural, means both of them;

“New Mortgage” means, in relation to a Ship, the first preferred Liberian mortgage on that Ship in the Agreed Form and in the plural, means both of them;

“Original Charterparty Assignment” means, in the case of:

(a)

the Rosetta Ship, a first priority assignment of the rights of Rosetta under the Rosetta Approved Charter, dated 5 July 2012 and executed by Rosetta in favour of the Security Trustee; and

(b)

the Triton Ship, a first priority assignment of the rights of Triton under the Triton Approved Charter, dated 5 July 2012 and executed by Triton in favour of the Security Trustee,

and, in the plural, means both of them;

“Original Deed of Covenant” means, in relation to a Ship, a first priority deed of covenant collateral to the Original Mortgage on that Ship dated 5 July 2012 and executed by the Borrower owning that Ship in favour of the Security Trustee and, in the plural means both of them;

“Original General Assignment” means, in relation to a Ship, a first priority general assignment of the Earnings, the Insurances and any Requisition Compensation in respect of that Ship dated 5 July 2012 and executed by the Borrower owning that Ship in favour of the Security Trustee and, in the plural, means both of them;

“Original Mortgage” means, in relation to a Ship, the first priority Hong Kong mortgage on that Ship dated 5 July 2012 and executed by the Borrower owning that Ship in favour of the Security Trustee and, in the plural, means both of them;

“Reflagging Date” means, in respect of each Ship, the date on which that Ship is deleted from the Hong Kong flag and is registered under the laws and flag of Liberia subject to the terms and conditions in this Agreement;

"Reflagging Effective Date" means each of the Rosetta Effective Date and the Triton Effective Date and, in the plural, means both of them;

“Released Finance Documents” means the Original Mortgages, the Original Deeds of Covenants, the Original General Assignments and the Original Charterparty Assignments;

“Rosetta Effective Date” means, in relation to the Release and Reassignment and the Reflagging in respect of the Rosetta Ship and the relevant amendments to the Loan Agreement, the other Finance Documents and the Master Agreement set out in Clauses 5.1(b) and 5.3, the date on which the Agent confirms to the Borrowers in writing substantially in the form set out in Schedule 2 that all the conditions precedent in Clause 3.3 relevant to the Rosetta Ship have been satisfied;

“Rosetta Ship” means the 1996-built container vessel of 5,500 TEU (previously named “OOCL CHINA”) currently registered in the ownership of Rosetta under the Hong Kong flag with the name “BOX CHINA”, which will be registered in the ownership of Rosetta under the Liberian flag with the same name pursuant to the terms of this Agreement;

“Ship“ means each of the Rosetta Ship and the Triton Ship and, in the plural, means both of them;

“Syndicate Loan Agreement” means the loan agreement dated 6 May 2011 (as amended and restated by two amending and restating agreements dated respectively 9 August 2012 and 9 August 2013 and as further amended and supplemented by a supplemental agreement dated 25 November 2014 and a supplemental and release agreement dated 25 June 2015 and as the same may be amended, supplemented and/or restated from time to time) made between (i) the Syndicate Borrowers as joint and several borrowers, (ii) the banks and financial institutions listed in Schedule 1 thereto as lenders, (iii) ABN AMRO Bank N.V. as agent and underwriter, (iv) the Syndicate Security Trustee and (v) ABN AMRO Bank N.V. and HSH Nordbank AG as swap banks, in respect of a loan facility of (originally) up to US$100,000,000;

“Third Waiver Period” means the period commencing 30 June 2015 (inclusive) and ending on 29 June 2016 (inclusive);

“Triton Effective Date” means, in relation to the Release and Reassignment and the Reflagging in respect of the Rosetta Ship and the relevant amendments to the Loan Agreement, the other Finance Documents and the Master Agreement set out in Clauses 5.1(b) and 5.3, the date on which the Agent confirms to the Borrowers in writing substantially in the form set out in Schedule 2 that all the conditions precedent in Clause 3.3 relevant to the Triton Ship have been satisfied; and

“Triton Ship” means the 1995-built container vessel of 5,500 TEU (previously named “OOCL HONG KONG”) currently registered in the ownership of Triton under the Hong Kong flag with the name “BOX HONG KONG”, which will be registered in the ownership of Triton under the Liberian flag with the same name pursuant to the terms of this Agreement.

1.3

Application of construction and interpretation provisions of Loan Agreement

Clauses 1.2 and 1.5 of the Loan Agreement apply, with any necessary modifications, to this Agreement.

Agreement of the Creditor Parties

2.1

Agreement of the Creditor Parties

The Creditor Parties agree, subject to and upon the terms and conditions of this Agreement, to:

(a)

the Request, including the release of each of the Released Finance Documents listed in Appendix A herein in respect of each Ship (including the Original Mortgage, the Original Deed of Covenant, the Original General Assignment and the Original Charterparty Assignment in relation to that Ship) on that Ship’s Reflagging Date and the reassignment of all rights and interests in respect of all property assigned thereunder in respect of that Ship; and

(b)

the consequential amendment of the Loan Agreement, the Corporate Guarantee, the other Finance Documents and the Master Agreement as set out in Clause 5.

2.2

Effective Date

Subject to Clause 3.1, the agreement of the Creditor Parties contained in Clause 2.1 shall have effect on and from the applicable Effective Date.

Conditions Precedent

3.1

General

The agreement of the Creditor Parties contained in Clause 2.1 in connection with:

(a)

the Repayment Schedule Amendment, the Corporate Guarantee Amendments and the Employment Amendments, is subject to the fulfilment of the conditions precedent set out in Clause 3.2; and

(b)

the Release and Reassignment and the Reflagging in respect of each Ship, is subject to the fulfilment of the conditions precedent in relation to that Ship set out in Clause 3.3.

3.2

Conditions precedent to First Effective Date

The conditions referred to in Clause 3.1(a) are that the Agent shall have received the following documents and evidence in all respects in form and substance satisfactory to the Agent and its lawyers on or before the date of this Agreement:

(a)

documents of the kind specified in paragraphs 2, 3, 4 and 5 of Schedule 3, Part A to the Loan Agreement in respect of each Borrower and the Corporate Guarantor with appropriate modifications to refer to this Agreement, the Intercreditor Deed Supplemental Letter and the Borrowers’ New First Documents (as applicable);

(b)

an original of this Agreement duly executed by the parties to it and acknowledged by the Approved Manager;

(c)

an original of the Intercreditor Deed Supplemental Letter duly executed by the parties thereto;

(d)

favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of Hong Kong, the Xxxxxxxx Islands and such other relevant jurisdictions as the Agent may require; and

(e)

documentary evidence that the process agent referred to in clause 31.4 of the Loan Agreement has accepted its appointment as agent for service of process in relation to any proceedings before the English courts in connection with this Agreement and the Intercreditor Deed Supplemental Letter.

3.3

Conditions precedent to Reflagging Effective Dates

The conditions referred to in Clause 3.1(b) are that the Agent shall have received in respect of the relevant Ship to be reflagged (the “Relevant Ship”) the following documents and evidence in all respects in form and substance satisfactory to the Agent and its lawyers on or before the Reflagging Effective Date in respect of the Relevant Ship:

(a)

evidence that the conditions precedent set out in Clause 3.2 have been satisfied;

(b)

release and discharge of the Original Mortgage in respect of the Relevant Ship;

(c)

an original of the New Mortgage and the New General Assignment in respect of the Relevant Ship duly executed by the relevant Borrower in favour of the Security Trustee;

(d)

evidence that:

(i)

the Relevant Ship is registered in the ownership of the relevant Borrower under the Liberian flag;

(ii)

the Relevant Ship is in the absolute and unencumbered ownership of the relevant Borrower save as contemplated by the Borrowers’ New First Documents and the Borrowers’ New Second Documents to which that Borrower is a party;

(iii)

the Relevant Ship maintains the highest class free of overdue recommendations and conditions, with a classification society which is a member of IACS and acceptable to the Agent;

(iv)

the New Mortgage has been duly registered against the Relevant Ship as a valid first preferred Liberian mortgage in accordance with the laws of Liberia; and

(v)

the Relevant Ship is insured in accordance with the provisions of the Loan Agreement and the requirements therein in respect of insurances have been complied with;

(e)

a favourable opinion from an independent insurance consultant acceptable to the Agent on such matters relating to the insurances for the Relevant Ship as the Agent may require;

(f)

copies, certified as true, accurate and complete by a director or the secretary (or equivalent officer of the relevant Borrower), of the Approved Manager’s current Document of Compliance and of the Relevant Ship’s Safety Management Certificate (together with any other details of the applicable safety management system which the Agent requires) and ISSC;

(g)

favourable opinions from lawyers appointed by the Agent on such matters concerning the laws of Hong Kong, the Xxxxxxxx Islands and Liberia and such other relevant jurisdictions as the Agent may require; and

(h)

documentary evidence that the agent for service of process named in clause 31.4 of the Loan Agreement has accepted its appointment as agent for service of process in relation to any proceedings before the English courts in connection with the New General Assignment in respect of the Relevant Ship.

3.4

Waiver of conditions precedent

If the Majority Lenders, at their discretion, permit (i) the Repayment Schedule Amendment, the Corporate Guarantee Amendments and the Employment Amendments to take place before certain of the conditions referred to in Clause 3.2 are satisfied or (ii) the Release and Reassignment and the Reflagging in respect of a Ship to take place before certain of the relevant conditions referred to in Clause 3.3 are satisfied, the Borrowers shall, in each case, ensure that those conditions are satisfied within a maximum of 5 Business Days after the date of the relevant Effective Date.

Representations and Warranties

4.1

Repetition of Loan Agreement representations and warranties

Each Borrower represents and warrants to the Agent that the representations and warranties in clause 10 of the Loan Agreement, as amended by this Agreement and updated with appropriate modifications to refer to this Agreement and, where appropriate, the Intercreditor Deed Supplemental Letter and the Borrowers’ New First Finance Documents, remain true and not misleading if repeated on the date of this Agreement with reference to the circumstances now existing.

4.2

Repetition of Corporate Guarantee representations and warranties

The Corporate Guarantor represents and warrants to the Agent that the representations and warranties in clause 10 of the Corporate Guarantee, as amended by this Agreement and updated with appropriate modifications to refer to this Agreement and, where appropriate, the Intercreditor Deed Supplemental Letter and the Borrowers’ New First Finance Documents, remain true and not misleading if repeated on the date of this Agreement with reference to the circumstances now existing.

4.3

Repetition of Finance Documents representations and warranties

The Borrowers and the Corporate Guarantor represent and warrant to each Creditor Party that the representations and warranties in the Finance Documents (other than the Loan Agreement and the Corporate Guarantee) to which each is respectively a party and, in the case of the Borrowers, the Master Agreement, as amended by this Agreement and updated with appropriate modifications to refer to this Agreement and, where appropriate, the Intercreditor Deed Supplemental Letter and the Borrowers’ New First Finance Documents, remain true and not misleading if repeated on the date of this Agreement with reference to the circumstances now existing.

Amendments to Loan Agreement, Corporate Guarantee, Master Agreement and other Finance Documents

5.1

Specific amendments to Loan Agreement

(a)

With effect on and from the First Effective Date, the Loan Agreement shall be, and shall be deemed by this Agreement to be, amended as follows:

(i)

the following definitions shall be included in clause 1.1 thereof in the requisite alphabetical order:

““Balloon Instalment” has the meaning given in Clause 8.1(c) and, in the plural, means both of them;”; and

““Third Waiver Period” means the period commencing on 30 June 2015 (inclusive) and ending on 29 June 2016 (inclusive);”;

(ii)

by adding the words “, the Liberian flag” after the words “Hong Kong flag” in the definition of “Approved Flag” in clause 1.1 thereof;

(iii)

by adding the words “, the Republic of Liberia” after the words “Hong Kong” in the definition of “Approved Flag State” in clause 1.1 thereof;

(iv)

by deleting the definitions of “OOCL CHINA” and “OOCL HONG KONG” in clause 1.1 thereof in their entirety and replacing them with the following new definitions respectively:

““Rosetta Ship” means the 1996-built container vessel of 5,500 TEU registered in the ownership of Rosetta under an Approved Flag with the name “BOX CHINA”;”; and

““Triton Ship” means the 1995-built container vessel of 5,500 TEU registered in the ownership of Triton under an Approved Flag with the name “BOX HONG KONG”;”;

(v)

by adding the words “and as further amended and supplemented by a supplemental agreement dated 25 November 2014 and a supplemental and release agreement dated 25 June 2015 and as the same may be further amended, supplemented and/or restated from time to time” after the words “9 August 2013” in the definition of “Syndicate Loan Agreement” in clause 1.1 thereof;

(vi)

by deleting clauses 8.1 and 8.2 thereof in their entirety and replacing them with the following new clauses:

“8.1 Amount of repayment instalments. Save as previously repaid or prepaid, the Borrowers shall repay each Tranche by:

(a)

1 repayment instalment in the amount of $625,000;

(b)

8 equal consecutive quarterly repayment instalments in the amount of $125,000 each; and

(c)

a balloon instalment in the amount of $4,000,000 (the “Balloon Instalment”).

8.2

Repayment Dates. The first repayment instalment for each Tranche shall be repaid on 2 July 2015, each subsequent repayment instalment shall be repaid at three-monthly intervals thereafter and the last repayment instalment for each Tranche together with the Balloon Instalment in respect thereof shall be repaid on 3 July 2017.”;

(vii)

by including the words “and the Third Waiver Period” after the words “other than during the Second Waiver Period” in clause 11.20 thereof;

(viii)

by construing references throughout to “OOCL CHINA” and “OOCL HONG KONG” as if the same referred to “the Rosetta Ship” and “the Triton Ship” respectively;

(ix)

by construing references throughout to “OOCL CHINA” and “OOCL HONG KONG” as the name of the Rosetta Ship and the Triton Ship respectively as if the same referred to “BOX CHINA” and “BOX HONG KONG” respectively;

(x)

the definition of, and references throughout to, the Intercreditor Deed shall be construed as if the same referred to the Intercreditor Deed as amended and supplemented by the Intercreditor Deed Supplemental Letter;

(xi)

the definition of, and references throughout to, each Finance Document and the Master Agreement shall be construed as if the same referred to that Finance Document and the Master Agreement as amended and supplemented by this Agreement; and

(xii)

by construing references throughout to "this Agreement", "hereunder" and other like expressions as if the same referred to the Loan Agreement as amended and supplemented by this Agreement; and

(b)

With effect on and from the relevant Reflagging Effective Date in respect of a Ship, the Loan Agreement shall be, and shall be deemed by this Agreement to be, further amended as follows:

(i)

in respect of the Rosetta Effective Date only:

(A)

by deleting the words “priority Hong Kong mortgage and deed of covenant collateral thereto” in paragraph (a) of the definition of “Rosetta Second Documents” in clause 1.1 thereof and replacing them with the words “preferred Liberian mortgage”;

(B)

by deleting the words “Rosetta Approved Charter” in paragraph (d) of the definition of the “Rosetta Second Documents” in clause 1.1 thereof and replacing them with the words “the Charter”;

(ii)

in respect of the Triton Effective Date only:

(A)

by deleting the words “priority Hong Kong mortgage and deed of covenant collateral thereto” in paragraph (a) of the definition of “Triton Second Documents” in clause 1.1 thereof and replacing them with the words “preferred Liberian mortgage”; and

(B)

by deleting the words “Triton Approved Charter” in paragraph (d) of the definition of “Triton Second Documents” in clause 1.1 thereof and replacing them with the words “the Charter” ;

(iii)

(iv)

by construing references throughout to "this Agreement", "hereunder" and other like expressions as if the same referred to the Loan Agreement as amended and supplemented by this Agreement.

5.2

Specific amendments to Corporate Guarantee

With effect on and from the First Effective Date, the Corporate Guarantee shall be, and shall be deemed by this Agreement to be, amended as follows:

(a)

the following definition shall be included in clause 1.2 of the Corporate Guarantee in the requisite alphabetical order:

““Third Waiver Period” means the period commencing on 30 June 2015 (inclusive) and ending on 29 June 2016 (inclusive);”;

(b)

by including the words “(other than during the Second Waiver Period and the Third Waiver Period)” after the words “The Guarantor shall ensure that throughout the Security Period” in clause 11.15 thereof;

(c)

clause 12.2(a) of the Corporate Guarantee shall be deleted and replaced as follows:

“(a)

pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital (each a “Distribution”) if an Event of Default has occurred and has not been remedied or an Event of Default will result from the payment of a dividend or the making of any other form of Distribution Provided that the Guarantor may only pay dividends or make any other form of Distribution in each financial quarter in an amount of up to, during the Waiver Period, $0.15 and, during the Second Waiver Period and the Third Waiver Period, $0.05 per common share outstanding; or”;

(d)

clause 12.3(b) of the Corporate Guarantee shall be deleted and replaced as follows:

“(b)

the Market Value Adjusted Net Worth of the Group shall not be less than:

(i)

$50,000,000 during the Second Waiver Period;

(ii)

$60,000,000 during the Third Waiver Period; and

(iii)

$100,000,000 at all other times;”;

(e)

clause 12.3(d) of the Corporate Guarantee shall be deleted and replaced as follows:

“(d)

the Leverage Ratio shall not exceed:

(i)

during the Waiver Period and the Second Wavier Period, 0.85:1;

(ii)

during the Third Waiver Period, 0.80:1; and

(ii)

at all other times, 0.65:1.”; and

(f)

by construing references throughout to "this Guarantee”, “this Agreement", "hereunder" and other like expressions as if the same referred to the Corporate Guarantee as amended and supplemented by this Agreement.

5.3

Amendments to Finance Documents and Master Agreement

With effect on and from the First Effective Date and the relevant Reflagging Date, the Master Agreement and the Finance Documents (other than the Loan Agreement) shall be, and shall be deemed by this Agreement to be, amended as follows:

(a)

by construing references throughout each of the Finance Documents and the Master Agreement to “OOCL CHINA” and “OOCL HONG KONG” as the name of the Rosetta Ship and the Triton Ship respectively as if the same referred to “BOX CHINA” and “BOX HONG KONG” respectively;

(b)

(c)

the definition of, and references throughout each of the Finance Documents and the Master Agreement to, the Loan Agreement, the Corporate Guarantee, any of the other Finance Documents and the Master Agreement shall be construed as if the same referred to the Loan Agreement, the Corporate Guarantee, those other Finance Documents and the Master Agreement as amended and supplemented by this Agreement; and

(d)

by construing references throughout each of the Finance Documents and the Master Agreement to "this Agreement", "this Deed", “hereunder” and other like expressions as if the same referred to such Finance Documents or the Master Agreement as amended and supplemented by this Agreement.

5.4

Finance Documents and Master Agreement to remain in full force and effect

The Loan Agreement, all other Finance Documents and the Master Agreement shall remain in full force and effect as amended and supplemented by:

(a)

the amendments to the Loan Agreement, the other Finance Documents and the Master Agreement contained or referred to in Clauses 5.1, 5.2 and 5.3 and the Intercreditor Deed Supplemental Letter; and

(b)

such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.

5.5

On the relevant Reflagging Effective Date in respect of each Ship, the Security Trustee shall deliver to the Borrowers (i) evidence that the relevant Original Mortgage in respect of that Ship has been discharged and (ii) executed notices of reassignment of any Insurances and (if applicable) Earnings in relation to that Ship.

Further Assurances

6.1

Borrowers’ and Corporate Guarantor’s obligations to execute further documents etc.

Each Borrower and the Corporate Guarantor shall:

(a)

execute and deliver to the Agent (or as it may direct) any assignment, mortgage, power of attorney, proxy or other document, governed by the law of England or such other country as the Agent may, in any particular case, specify; and

(b)

effect any registration or notarisation, give any notice or take any other step;

which the Agent may, by notice to the Borrowers or the Corporate Guarantor, specify for any of the purposes described in Clause 6.2 or for any similar or related purpose.

6.2

Purposes of further assurances

Those purposes are:

(a)

validly and effectively to create any Security Interest or right of any kind which the Agent intended should be created by or pursuant to the Loan Agreement or any other Finance Document, each as amended and supplemented by this Agreement; and

(b)

implementing the terms and provisions of this Agreement.

6.3

Terms of further assurances

The Agent may specify the terms of any document to be executed by the Borrowers or, as the case may be, the Corporate Guarantor under Clause 6.1, and those terms may include any covenants, powers and provisions which the Agent considers appropriate to protect its interests.

6.4

Obligation to comply with notice

The Borrowers and the Corporate Guarantor shall comply with a notice under Clause 6.1 by the date specified in the notice.

6.5

Additional corporate action

At the same time as the Borrowers or the Corporate Guarantor deliver to the Agent any document executed under Clause 6.1(a), the Borrowers and the Corporate Guarantor shall also deliver to the Agent a certificate signed by 2 of the directors or, if applicable, the sole director of each Borrower or, in the case of the Corporate Guarantor, an officer of the Corporate Guarantor, which shall:

(a)

set out the text of a resolution of that Borrower's or the Corporate Guarantor’s director specifically authorising the execution of the document specified by the Agent unless the execution of the relevant document is authorised by the existing resolutions and general power of attorney of that Borrower or, as the case maybe, the Corporate Guarantor; and

(b)

state that either the resolution was duly passed by the sole director validly convened and held throughout and is valid under that Borrower's or the Corporate Guarantor’s, as the case may be, articles of association or other constitutional documents.

Expenses

7.1

Expenses

The provisions of clause 20 (Fees and Expenses) of the Loan Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.

Notices

The provisions of clause 28 (Notices) of the Loan Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.

Supplemental

9.1

Counterparts

This Agreement may be executed in any number of counterparts.

9.2

Third party rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement.

Law and Jurisdiction

10.1

Governing law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

10.2

Incorporation of the Loan Agreement provisions

The provisions of clause 31 (Law and Jurisdiction) of the Loan Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.

THIS SUPPLEMENTAL AND RELEASE AGREEMENT has been duly executed and delivered as a Deed on the date stated at the beginning of this Agreement.

Execution Pages

BORROWERS

EXECUTED AND DELIVERED as a DEED	)
by ROSETTA NAVIGATION CORP. LIMITED	)
acting by its attorney-in-fact	)
	)
expressly authorised in accordance	)
with the laws of Hong Kong	)
by virtue of a power of attorney granted by	)
ROSETTA NAVIGATION CORP. LIMITED	)
on 12 June 2015	)
such execution being witnessed by:	)
	)
	)
Signature of witness:	)

EXECUTED AND DELIVERED as a DEED	)
by TRITON SHIPPING LIMITED	)
acting by its attorney-in-fact	)
	)
expressly authorised in accordance	)
with the laws of Hong Kong	)
by virtue of a power of attorney granted by	)
TRITON SHIPPING LIMITED	)
on 12 June 2015	)
such execution being witnessed by:	)
	)
	)
Signature of witness:	)

CORPORATE GUARANTOR

EXECUTED as a DEED	)
by BOX SHIPS INC.	)
acting by	)
its duly authorised	)
attorney-in-fact in the presence of:	)

LENDERS

EXECUTED as a DEED	)
by ABN AMRO BANK N.V.	)
acting by	)
its duly authorised	)
attorney-in-fact in the presence of:	)

AGENT

EXECUTED as a DEED	)
by ABN AMRO BANK N.V.	)
acting by	)
its duly authorised	)
attorney-in-fact in the presence of:	)

UNDERWRITER

EXECUTED as a DEED	)
by ABN AMRO BANK N.V.	)
acting by	)
its duly authorised	)
attorney-in-fact in the presence of:	)

SWAP BANK

EXECUTED as a DEED	)
by ABN AMRO BANK N.V.	)
acting by	)
its duly authorised	)
attorney-in-fact in the presence of:	)

SECURITY TRUSTEE

EXECUTED as a DEED	)
by ABN AMRO BANK N.V.	)
acting by	)
its duly authorised	)
attorney-in-fact in the presence of:	)

Appendix A

Released Finance Documents

Hong Kong Ship Mortgage dated 5 July 2012 executed by Rosetta Navigation Corp. Limited in favour of ABN AMRO BANK N.V. (Charge Registration No. 2012016872).

Deed of Covenant dated 5 July 2012 executed by Rosetta Navigation Corp. Limited in favour of ABN AMRO BANK N.V. (Charge Registration No. 2012017769).

General Assignment dated 5 July 2012 executed by Rosetta Navigation Corp. Limited in favour of ABN AMRO BANK N.V. (Charge Registration No. 2012017767).

Charterparty Assignment dated 5 July 2012 executed by Rosetta Navigation Corp. Limited in favour of ABN AMRO BANK N.V. (Charge Registration No. 2012017421).

Hong Kong Ship Mortgage dated 5 July 2012 executed by Triton Shipping Limited in favour of ABN AMRO BANK N.V. (Charge Registration No. 2012017153).

Deed of Covenant dated 5 July 2012 executed by Triton Shipping Limited in favour of ABN AMRO BANK N.V. (Charge Registration No. 2012017768).

General Assignment dated 5 July 2012 executed by Triton Shipping Limited in favour of ABN AMRO BANK N.V. (Charge Registration No. 2012017766).

Charterparty Assignment dated 5 July 2012 executed by Triton Shipping Limited in favour of ABN AMRO BANK N.V. (Charge Registration No. 2012017420).

Schedule 1

Lenders

Lender

Lending Office

ABN AMRO BANK N.V.

Xxxxxxxxxx 00

0000 XX Rotterdam

The Netherlands

SCHEDULE 2

form of [first] [ROSETTA] [TRITON] EFFECTIVE DATE NOTICE

To :	ROSETTA NAVIATION CORP. LIMITED and
	TRITON SHIPPING LIMITED
	c/o Allseas Marine S.A.
	00 Xxxxxxxxx Xxxxxx
	000 00 Xxxxx
	Xxxxxx
	Fax: x00 000 00 00 000

	Attn: Legal Department

[l] 2015

Dear Sirs

We refer to the supplemental and release agreement (the “Supplemental Agreement”) dated [l] June 2015 made between (i) yourselves as Borrowers, (ii) Box Ships Inc. as Corporate Guarantor, (iii) the banks and financial institutions listed in Schedule 1 therein as Lenders and (iv) ourselves, as Agent, Underwriter, Swap Bank and Security Trustee.

Words and expressions defined in the Supplemental Agreement shall have the same meaning when used in this letter.

We write to confirm that the conditions precedent in Clause [3.1][3.2] of the Supplemental Agreement have been fulfilled [in respect of the [l] Ship] and that [accordingly] the [First][Rosetta][Triton] Effective Date is [l] 2015.

Yours faithfully

for and on behalf of

ABN AMRO BANK N.V.

COUNTERSIGNED this day of June 2015 for and on behalf of the below company which, by its execution hereof, confirms and acknowledges that it has read and understood the terms and conditions of this Supplemental and Release Agreement, that it agrees in all respects to the same and that the Finance Documents to which it is a party shall remain in full force and effect and shall continue to stand as security for the obligations of the Borrowers under the Loan Agreement, the other Finance Documents and the Master Agreement (each as amended and supplemented by this Supplemental and Release Agreement).




for and on behalf of
ALLSEAS MARINE S.A.

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ROSETTA NAVIGATION CORP. LIMITED TRITON SHIPPING LIMITED as joint and several Borrowers and BOX SHIPS INC. as Corporate Guarantor and THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders and ABN AMRO BANK N.V. as Agent, Underwriter,...

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