Exhibit 4.33


 


Dated 25 November 2014


 


ROSETTA NAVIGATION CORP. LIMITED 


TRITON SHIPPING LIMITED


as joint and several Borrowers


 


and


 


BOX SHIPS INC.


as 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


 


SECOND SUPPLEMENTAL AGREEMENT


 


relating to a loan facility of


(originally) up to US$25,000,000


 





 




    	 



     


    

 


Index


 


	Clause	 	Page
	 	 	 
	1	Interpretation	2
	2	Agreement of all parties to the Amendment of the Loan Agreement, the Corporate Guarantee and the other Finance Documents	2
	3	Conditions Precedent	2
	4	Representations and Warranties	3
	5	Amendment of Loan Agreement	3
	6	Further Assurances	5
	7	Expenses	6
	8	Notices	6
	9	Supplemental	6
	10	Law and Jurisdiction	6
	Schedule 1 Lenders	8
	Schedule 2 Conditions Precedent Documents	9
	Execution Page	10


 




    	 



     


    

 


THIS SECOND SUPPLEMENTAL AGREEMENT is
made on 25 November 2014


 


BETWEEN


 


		(1)	ROSETTA NAVIGATION CORP. LIMITED and TRITON SHIPPING LIMITED, each a company incorporated
in Hong Kong whose registered office is at Suite 801, Singga Commercial Centre, 144-151, Connaught Road West, Hong Kong (each a
"Borrower" and, together, the "Borrowers");



 


		(2)	BOX SHIPS INC. a corporation incorporated in the Republic of the Marshall Islands whose
registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall 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 a supplemental agreement
dated 9 August 2013) and made between (i) the Borrowers as joint and several borrowers, (ii) the Lenders and (iv) ABN Amro Bank
N.V. (as Agent, Swap Bank, Underwriter and Security Trustee) (the “Loan Agreement”), the Lenders have 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$13,750,000 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 (Multicurrency
Crossborder) form 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) 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 to:



 


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



 


		(ii)	amend the application of the security cover requirements set out in clause 15.1 of the Loan Agreement
(the “Security Cover Amendments”) during the Second Waiver Period (as defined below);



 


		(iii)	waive the application of the requirements under Clause 11.20 of the Loan Agreement ( the “Employment
Amendments”) during the Second Waiver Period (as defined below); and



 


		(iv)	the consequential amendments (the “Consequential Amendments” and, together with
the Corporate Guarantee Amendments, the Security Cover Amendments and the Employment Amendments, the “Amendments”
and each an “Amendment”) to the Loan Agreement, the Corporate Guarantee and the other Finance Documents in connection
with those others.



 




    	 



     


    

 


		(F)	This Second Supplemental Agreement sets out the terms and conditions on which the parties agree,
with effect on and from the Effective Date, to the Amendments of the Loan Agreement and the Finance Documents in connection with
those matters.



 


IT IS AGREED as follows:


 


		1	Interpretation



 


		1.1	Defined expressions



 


Words and expressions defined
in the Loan Agreement shall have the same meanings when used in this Second Supplemental Agreement unless the context otherwise
requires.


 


		1.2	Definitions



 


In this Second Supplemental Agreement,
unless the contrary intention appears:


 


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


 


"Effective Date"
means the date on which the Agent notifies the Borrowers and the Creditor Parties that the conditions precedent in Clause 3 have
been fulfilled;


 


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


 


"Master Agreement"
means the Master Agreement as referred to in Recital (C); and


 


“Second Waiver Period”
means the period commencing on 1 April 2014 (inclusive) and ending on 29 June 2015 (inclusive).


 


		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 Second Supplemental Agreement.


 


		2	Agreement of all parties to the Amendment of the Loan Agreement, the Corporate Guarantee and the
other Finance Documents



 


		2.1	Agreement of the parties to this Second Supplemental Agreement



 


The parties to this Second Supplemental
Agreement agree, subject to and upon the terms and conditions of this Second Supplemental Agreement, to the amendment of the Loan
Agreement, the Corporate Guarantee and the other Finance Documents to be made pursuant to Clauses 5.1 to 5.3. The agreement of
the parties to this Second Supplemental Agreement contained in Clause 2.1 shall have effect on and from the Effective Date.


 


		3	Conditions Precedent



 


		3.1	General



 


The agreement of the parties
to this Second Supplemental Agreement contained in Clause 2.1 is subject to the fulfilment of the conditions precedent in Clause
3.2.


 




    	 	2	 



     


    

 


		3.2	Conditions precedent



 


The conditions referred to in
Clause 2.1 are that the Agent shall have received the documents and evidence referred to in Schedule 2 in all respects in form
and substance satisfactory to the Agent and its lawyers on or before the date of this Second Supplemental Agreement or such later
date as the Agent may agree with the Creditor Parties and the Borrowers.


 


		4	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 Second Supplemental
Agreement and updated with appropriate modifications to refer to this Second Supplemental Agreement and, where appropriate, each
other Finance Document which is being amended by this Second Supplemental Agreement, remain true and not misleading if repeated
on the date of this Second Supplemental 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 Lender that the representations and warranties in clause 10 of the Corporate Guarantee, as amended by this
Second Supplemental Agreement and updated with appropriate modifications to refer to this Second Supplemental Agreement and, where
appropriate, each other Finance Document which is being amended by this Second Supplemental Agreement, remain true and not misleading
if repeated on the date of this Second Supplemental Agreement with reference to the circumstances now existing.


 


		5	Amendment of Loan Agreement



 


		5.1	Amendments to Loan Agreement



 


		(a)	With effect on and from the Effective Date the Loan Agreement
shall be, and shall be deemed by this Second Supplemental Agreement to be, amended as follows:



 


		(i)	the following definitions shall be included in clause 1.1 of the Loan Agreement in the requisite
alphabetical order:



 


“Group”
means the Corporate Guarantor and any of its subsidiaries and “any member of the Group”
shall be construed accordingly;


 


“Second
Waiver Period” means the period commencing on 1 April 2014 (inclusive) and ending on 29
June 2015 (inclusive);


 


		(ii)	the definition of “Margin” in clause 1.1 of the Loan Agreement shall be deleted and
replaced as follows:



 


“Margin”
means:


 


		(a)	during the Waiver Period and the Second Waiver Period, 4.10 per cent. per annum; and



 


		(b)	at all other times, 3.75 per cent. per annum;”;



 


		(iii)	the definition of “Relevant Percentage” in the last paragraph of clause 15.1
of the Loan Agreement shall be deleted and replaced as follows:



 




    	 	3	 



     


    

 


“In
this Clause 15.1 “Relevant Percentage” means:


 


		(a)	during the Waiver Period, 110 per cent. per annum;



 


		(b)	during the Second Waiver Period, 120 per cent. per annum; and



 


		(c)	at all other times, 140 per cent. per annum.”;



 


		(iv)	the words “(other than during the Second Waiver Period)” shall be included after the
words “The Borrowers shall ensure that throughout the Security Period” in clause 11.20 of the Loan Agreement; and



 


		(b)	as so amended pursuant to (a) above, the Loan Agreement shall
continue to be binding on each of the parties to it in accordance with its terms as so amended.



 


		5.2	Amendments to Corporate Guarantee



 


		(a)	With effect on and from the Effective Date, the Corporate Guarantee
shall be, and shall be deemed by this Second Supplemental Agreement to be, amended as follows:



 


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



 


“Second
Waiver Period” means the period commencing on 1 April 2014 (inclusive) and ending on 29
June 2015 (inclusive);


 


		(ii)	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; and



 


		(ii)	$100,000,000 at all other times;”;



 


		(iii)	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; and



 


		(ii)	at all other times, 0.65:1.”; and



 


		(iv)	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 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, in the case of the Waiver Period, $0.15
and, in the case of the Second Waiver Period, $0.05 per common share outstanding; or”; and



 


		(b)	as so amended pursuant to (a) above, the Corporate Guarantee
shall continue to be binding on each of the parties to it in accordance with its terms as so amended.



 




    	 	4	 



     


    

 


		5.3	Amendments to Finance Documents



 


With effect on and from the Effective
Date each of the Finance Documents, shall be, and shall be deemed by this Second Supplemental Agreement to be, amended as follows:


 


		(a)	the definition of, and references throughout each of the Finance
Documents to, the Master Agreement, the Loan Agreement and any of the other Finance Documents shall be construed as if the same
referred to the Master Agreement, the Loan Agreement and those Finance Documents as amended by this Second Supplemental Agreement;
and



 


		(b)	by construing references throughout each of the Finance Documents
to "this Agreement", "this Deed", "hereunder" and other like expressions as if the same referred
to such Finance Documents as amended and supplemented by this Second Supplemental Agreement.



 


		5.4	The Finance Documents to remain in full force and effect



 


The Finance Documents shall remain
in full force and effect, as amended by:


 


		(a)	the amendments contained or referred to in Clauses 5.1, 5.2 and
5.3; and



 


		(b)	such further or consequential modifications as may be necessary
to give full effect to the terms of this Second Supplemental Agreement.



 


		6	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 or supplemented by this Second Supplemental Agreement; and



 


		(b)	implementing the terms and provisions of this Second Supplemental
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.


 




    	 	5	 



     


    

 


		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.



 


		7	Expenses



 


		7.1	Reimbursement of expenses



 


The Borrowers shall reimburse
to the Agent on demand all reasonable costs, fees and expenses (including, but not limited to, legal fees and expenses) and taxes
thereon incurred by the Agent or any other Creditor Party in connection with the negotiation, preparation and execution of this
Second Supplemental Agreement and any other documents required thereunder.


 


		8	Notices



 


		8.1	General



 


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


 


		9	Supplemental



 


		9.1	Counterparts



 


This Second Supplemental Agreement
may be executed in any number of counterparts.


 


		9.2	Third party rights



 


Other than a Creditor Party,
no person who is not a party to this Second Supplemental Agreement has any right under the Contracts (Rights of Third Parties)
Act 1999 to enforce or to enjoy the benefit of any term of this Second Supplemental Agreement.


 


		10	Law and Jurisdiction



 


		10.1	Governing law



 


This Second Supplemental 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 by this Second Supplemental Agreement, shall apply to this Second Supplemental
Agreement as if they were expressly incorporated in this Second Supplemental Agreement with any necessary modifications.


 


This Second Supplemental Agreement
has been duly executed as a Deed on the date stated at the beginning of this Second Supplemental Agreement.


 




    	 	6	 



     


    

 


Schedule
1



Lenders


 


 


	Lender	 	Lending Office
	ABN AMRO Bank N.V.	 	
        93 Coolsingel

        3012 AE

        Rotterdam

        The Netherlands

        Fax: +31 10401 5323



 




    	 	7	 



     


    

 


Schedule
2



Conditions Precedent Documents


 


The following are the documents referred
to in Clause 3.2:


 


		1	In relation to each Borrower, or as the case may be, the Corporate Guarantor, documents of the
kind specified in paragraphs 2, 3, 4 and 5 of Schedule 3, Part A of the Loan Agreement with appropriate modifications to refer
to this Second Supplemental Agreement (as applicable).



 


		2	A duly executed original of this Second Supplemental Agreement and any documents required pursuant
thereto.



 


		3	Documentary evidence that the agent for service of process named in clause 31 of the Loan Agreement
has accepted its appointment in respect of this Second Supplemental Agreement.



 


		4	Certified copies of all documents (with a certified translation if an original is not in English)
evidencing any other necessary action, approvals or consents with respect to this Second Supplemental Agreement (including without
limitation) all necessary governmental and other official approvals and consents in such pertinent jurisdictions as the Agent deems
appropriate.



 


		5	Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws
of Marshall Islands, Hong Kong and such other relevant jurisdictions as the Agent may require.



 


		6	Any further opinions, consents, agreements and documents in connection with this Second Supplemental
Agreement, the Finance Documents and this Second Supplemental Agreement which the Agent may request by notice to the Borrowers
prior to the Effective Date.



 




    	 	8	 



     


    

 


Execution
Page


 


BORROWERS


 


	SIGNED, SEALED and DELIVERED	)	 
	for and on behalf of	)
	ROSETTA NAVIGATION CORP. LIMITED	)
	by	)
	as Attorney-in-Fact	)
	pursuant to a Power of Attorney dated 18 November 2014	)
	in the presence of:	)
	 	 	 
	SIGNED, SEALED and DELIVERED	)	 
	for and on behalf of	)
	TRITON SHIPPING LIMITED	)
	by	)
	as Attorney-in-Fact	)
	pursuant to a Power of Attorney dated 18 November 2014	)
	in the presence of:	)
	 	 	 
	CORPORATE GUARANTOR	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	 
	BOX SHIPS INC.	)	 
	 	 	 
	LENDERS	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	 
	ABN AMRO BANK N.V.	)	 
	 	 	 
	AGENT	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	 
	ABN AMRO BANK N.V.	)	 
	 	 	 
	SECURITY TRUSTEE	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	 
	ABN AMRO BANK N.V.	)	 


 




    	 	9	 



     


    

 


	SWAP BANK	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	 
	ABN AMRO BANK N.V.	)	 
	 	 	 
	UNDERWRITER	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	 
	ABN AMRO BANK N.V.	)	 


 




    	 	10