Exhibit 4.28


 


SECOND SUPPLEMENTAL LETTER


 


		To:	POLYARISTI NAVIGATION CO.



EFPLOIAS SHIPPING CO.
and


AMORITA DEVELOPMENT
INC.


each of 80 Broad Street


Monrovia


Republic of Liberia


 


		From:	ABN AMRO BANK N.V.



93 Coolsingel


3012 AE Rotterdam


Netherlands


 


HSH NORDBANK AG


Gerhart Hauptmann Platz
50


D-20095 Hamburg


Germany


 


ITF INTERNATIONAL TRANSPORT
FINANCE SUISSE AG


Wasserwerkstrasse 12


CH-8006 Zurich


Switzerland


 


20 May 2016


 


Dear Sirs


 


We refer to a loan agreement dated 6 May
2011 (as amended and restated by two amending and restating agreements dated 9 August 2012 and 9 August 2013, respectively and
as further amended and supplemented by a supplemental agreement dated 25 November 2014, a supplemental and release agreement dated
25 June 2015 and a supplemental letter dated 6 May 2016, the “Loan Agreement”) and made between (i) Polyaristi
Navigation Co., Efploias Shipping Co. and Amorita Development Inc. as joint and several borrowers (the "Borrowers"),
(ii) the banks and financial institutions listed in schedule 1 therein as lenders (the "Lenders"), (iii) ABN AMRO
Bank N.V. as agent (in such capacity, the "Agent"), first swap bank, underwriter and security trustee and (iv)
HSH Nordbank AG as second swap bank, to in respect of a loan facility in an amount of (originally) up to US$100,000,000.


 


Words and expressions defined in the Loan
Agreement shall have the same meanings when used in this letter.


 


We also refer to the recent discussions
between us in which you have requested that the Creditor Parties consent to the deferral of the repayment instalments in respect
of the Tranches used to finance "MAULE", "BOX VOYAGER" and "BOX TRADER" payable on 20 May 2016 in
the aggregate amount of $1,925,000 in accordance with clauses 8.1 and 8.2 of the Loan Agreement to 10 June 2016 (the "Request").


 


		1	Agreement



 


In consideration of the sum of
US$1 and other good and valuable consideration (the receipt and adequacy of which is hereby acknowledged), the Creditor Parties
hereby agree to the Request subject to:


 




     


     


    

 


		(a)	the conditions set out in paragraph 3 below; and



 


		(b)	the Borrowers executing the acknowledgement to this letter confirming their agreement to the terms
and conditions of the same.



 


		2	Amendments to the Loan Agreement and the other Finance Documents



 


In consideration of the agreement
of the Creditor Parties referred to in paragraph 1 of this letter and upon and with effect on and from the date on which the Agent
notifies the Borrowers in writing of the satisfaction of the conditions referred to in paragraph 3.1 below (the "Effective
Date") and subject to paragraph 3.2 below, the Loan Agreement and the other Finance Documents shall be, and shall be deemed
by this letter to be, amended as follows:


 


		(a)	by construing all references in the Loan Agreement to "this Agreement", "hereunder"
and the like and in the other Finance Documents to the "Loan Agreement" as references to the Loan Agreement as amended
and supplemented by this letter;



 


		(b)	by construing references in the Loan Agreement to each of the other Finance Documents as being
references to each such document as the same is amended and supplemented by this letter; and



 


		(c)	by construing references throughout each of the Finance Documents (other than the Loan Agreement)
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 letter.



 


		3	Conditions



 


		3.1	Conditions precedent



 


Subject to paragraph 3.2 below,
our agreement contained in paragraph 1 of this letter shall be expressly subject to the condition that the Agent shall have received
in form and substance as may be approved or required by it on or before the Effective Date:


 


		(a)	an original of this letter duly executed by the parties to it; and



 


		(b)	if the Agent so requires, in respect of any of the documents referred to above, a certified English
translation prepared by a translator approved by the Agent.



 


		3.2	Conditions subsequent



 


Our agreement
contained in paragraph 1 of this letter shall also be expressly subject to the condition that the Agent shall have received in
form and substance as may be approved or required by it, within 5 Business Days from the date of this letter, a copy of the restructuring
term sheet duly signed by the parties to it by setting out the main terms agreed in respect of the restructuring of the Loan.


 


Failure by
the Borrowers to satisfy the condition set out in this paragraph 3.2 shall render the Effective Date, and the amendments to the
Loan Agreement and the other Finance Documents set out in paragraph 2 of this letter, null and void as from the date of this letter,
and the provisions of the Loan Agreement and the other Finance Documents shall remain in full force and effect as if the same had
not been amended or supplemented by this letter.


 


		4	Representations and Warranties



 


		(a)	Each Borrower hereby represents and warrants to the Agent that (a) the representations and warranties
contained in clause 10 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 Borrowers enforceable in accordance with its terms.



 




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		(b)	The Corporate Guarantor hereby represents and warrants to the Agent that (a) the representations
and warranties contained in clause 10 of the Corporate Guarantee 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 Corporate Guarantor enforceable in accordance with its terms.



 


		5	Loan Agreement and other Finance Documents



 


Subject to
paragraph 3.2 above, each Borrower hereby agrees with the Agent that the provisions of the Loan Agreement and the other Finance
Documents shall be and are hereby re-affirmed and remain in full force and effect as amended and supplemented by this letter.


 


		6	notices



 


Clause 28 (notices)
of the Loan Agreement shall extend and apply to this letter as if the same were (mutatis mutandis) herein expressly set forth.


 


		7	Governing law



 


This letter
shall be governed by and construed in accordance with English law and clause 31 (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	 
	ABN AMRO BANK N.V.	 
	 	 
	 	 
	for and on behalf of	 
	ITF INTERNATIONAL TRANSPORT FINANCE SUISSE AG	 
	 	 
	 	 
	for and on behalf of	 
	HSH NORDBANK AG	 


 




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	Accepted and agreed	 
	 	 
	BORROWERS	 
	 	 
	 	 
	for and on behalf of	 
	POLYARISTI NAVIGATION CO.	 
	 	 
	 	 
	for and on behalf of	 
	EFPLOIAS SHIPPING CO.	 
	 	 
	 	 
	for and on behalf of	 
	AMORITA DEVELOPMENT INC.	 
	 	 
	COLLATERAL OWNERS	 
	 	 
	 	 
	for and on behalf of	 
	ROSETTA NAVIGATION CORP. LIMITED	 
	 	 
	 	 
	for and on behalf of	 
	TRITON SHIPPING LIMITED	 
	 	 
	Dated  20 May 2016	 


 




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COUNTERSIGNED this 20th
day of May 2016 for and on behalf of each Security Party which, by its execution hereof, confirms and acknowledges that it has
read and understood the terms and conditions of the above letter (the "Supplemental Letter"), 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 and the Master Agreements (each as
amended and supplemented by the Supplemental Letter).


 


 


	 	 
	for and on behalf of	 
	BOX SHIPS INC.	 
	 	 
	 	 
	for and on behalf of	 
	ALLSEAS MARINE S.A.	 


 




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