Exhibit 4.31


 


SECOND DEFERRAL LETTER


 


		To:	BOX SHIPS INC.



of Trust Company House


Trust Company Complex


Ajeltake Road, Ajeltake
Island


Majuro MH96960


Marshall Islands


 


		From:	CREDIT SUISSE AG



St. Alban-Graben 1-3


Basel CH-4002


Switzerland


 


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.



 




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		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


 




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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.	 


 


Dated15 June 2016


 


 


	for and on behalf of	 
	ALAQUA MARINE LIMTIED	 


 


Dated15 June 2016 


 


	 	 
	for and on behalf of	 
	LAWRY SHIPPING LTD	 


 


Dated15 June 2016


 




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