SECOND DEFERRAL LETTER
Exhibit 4.31
| To: | BOX SHIPS INC. |
of Trust Company House
Trust Company Complex
Ajeltake Road, Ajeltake Island
Majuro MH96960
Xxxxxxxx Islands
| From: | CREDIT XXXXXX XX |
Xx. Xxxxx-Xxxxxx 0-0
Xxxxx XX-0000
Xxxxxxxxxxx
15 June 2016
Dear Sirs
Loan Agreement dated 11 November 2014 (as amended and supplemented from time to time, the "Loan Agreement") made between (i) Box Ships Inc. as borrower (the "Borrower") and (ii) ourselves as lender (the "Lender") in respect of a loan facility of (originally) up to US$31,650,000
We refer to:
| (a) | the Loan Agreement; |
| (b) | our letter dated 5 April 2016 where we set out a shortfall of $381,353.15 in the Retention Account; |
| (c) | our letter dated 29 April 2016 where we set out a further shortfall of $381,353.15 in the Retention Account; and |
| (d) | our letter dated 7 June 2016 where we agreed to defer the Deferred Repayment Instalments (as defined below) until the earlier of (i) 15 June 2016 and (ii) the date on which the Amendment Documentation (as defined below) is signed. |
Words and expressions defined in the Loan Agreement shall have the same meaning when used in this Letter unless the context may otherwise require and for the purposes of this Letter:
"Amendment Documentation" means any amending and restating documentation in respect of any contemplated restructuring of, or amendment to, the terms of the Loan Agreement in the Agreed Form.
"Deferred Repayment Instalments" mean:
| (a) | Tranche B Instalment, in the amount of $495,000; and |
| (b) | Tranche C Instalment, in the amount of $355,000, |
each due and payable on the date of this Letter.
"Second Deferred Date" means the date falling on the earlier of (i) 24 June 2016 and (ii) the date on which the Amendment Documentation is signed.
We also refer to the recent discussions between us in which you have requested that the Lender consents, to the further deferral of the Deferred Repayment Instalments until the Second Deferred Date (the "Deferral").
| 1 | Agreement |
| 1.1 | In consideration of the sum of US$1 and other good and valuable consideration (the receipt and adequacy of which is hereby acknowledged), the Lender hereby agrees to the Deferral subject to: |
| (a) | receipt of a copy of this Letter duly executed by the parties to it; and |
| (b) | the Security Parties executing the acknowledgement to this Letter confirming their agreement to the terms and conditions of the same. |
| 1.2 | The failure of the Borrower to pay the Deferred Repayment Instalments on or prior to the Second Deferred Date shall constitute an immediate Event of Default pursuant to clause 18.1(a) of the Loan Agreement unless otherwise provided in any Amendment Documentation entered into on the Second Deferred Date, as the case may be. |
| 2 | Representations and Warranties |
| 2.1 | The Borrower hereby represents and warrants to the Lender that (a) the representations and warranties contained in clause 9 of the Loan Agreement are true and correct on the date of this Letter as if all references therein to "this Agreement" were references to the Loan Agreement as supplemented by this Letter; and (b) this Letter comprises the legal, valid and binding obligations of the Borrower enforceable in accordance with its terms. |
| 3 | reservation of rights |
| 3.1 | The Lender’s agreement contained in this Letter is expressly without prejudice to the continuing rights of the Lender under the Loan Agreement and the other Finance Documents including, without limitation, rights in connection with any Event of Default which may have occurred or may in the future occur. |
| 4 | COUNTERPARTS |
| 4.1 | This Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one Letter. |
| 5 | LOAN AGREEMENT |
| 5.1 | The Borrower hereby agrees with the Lender that, notwithstanding our consent to the Deferral, all other provisions of the Loan Agreement and the other Finance Documents remain in full force and effect. |
| 5.2 | This Letter shall constitute a Finance Document for all purposes under the Loan Agreement and the other Finance Documents. |
| 6 | notices |
| 6.1 | Clause 27 (notices) of the Loan Agreement shall extend and apply to this Letter as if the same were (mutatis mutandis) herein expressly set forth. |
| 2 |
| 7 | Governing law |
| 7.1 | This Letter shall be governed by and construed in accordance with English law and clause 29 (law and jurisdiction) of the Loan Agreement shall extend and apply to this Letter as if the same were (mutatis mutandis) herein expressly set forth. |
Please confirm your acceptance to the foregoing terms and conditions by signing the acceptance at the foot of this Letter.
Yours faithfully
| for and on behalf of | |
| CREDIT SUISSE AG | |
| (acting as Lender) | |
| Accepted and agreed | |
| for and on behalf of | |
| BOX SHIPS INC. |
Dated 15 June 2016
| 3 |
We hereby confirm and acknowledge that we have read and understood the terms and conditions of the above Letter and agree in all respects to the same and confirm that the Finance Documents (as that term is defined in the Loan Agreement as amended and supplemented by the above Letter) to which we are a party shall remain in full force and effect and shall continue to stand as security for the obligations of the Borrower under the Loan Agreement and the other Finance Documents (each as amended and supplemented by the above Letter).
| for and on behalf of | |
| TACITA OCEANWAY CARRIER CO. |
Dated 15 June 2016
| for and on behalf of | |
| ALAQUA MARINE LIMTIED |
Dated 15 June 2016
| for and on behalf of | |
| XXXXX SHIPPING LTD |
Dated 15 June 2016
| 4 |
