Guarantee dated May 17, 2011



 Exhibit 4.26 
 Date 17 May 2011 
 BOX SHIPS INC. 

as Guarantor 

– and – 

UNICREDIT BANK AG 
 as Lender 
  

 
 GUARANTEE

  
  

relating to 
 a
Loan Agreement dated 17 May 2011 
 WATSON, FARLEY & WILLIAMS 

Piraeus 







 INDEX 

 

							
	Clause	 	 	  	Page	 
			
	 1
	 	INTERPRETATION	  	 	1	  
			
	 2
	 	GUARANTEE	  	 	3	  
			
	 3
	 	LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR	  	 	3	  
			
	 4
	 	EXPENSES	  	 	4	  
			
	 5
	 	ADJUSTMENT OF TRANSACTIONS	  	 	4	  
			
	 6
	 	PAYMENTS	  	 	4	  
			
	 7
	 	INTEREST	  	 	4	  
			
	 8
	 	SUBORDINATION	  	 	5	  
			
	 9
	 	ENFORCEMENT	  	 	5	  
			
	 10
	 	REPRESENTATIONS AND WARRANTIES	  	 	5	  
			
	 11
	 	UNDERTAKINGS	  	 	6	  
			
	 12
	 	CORPORATE UNDERTAKINGS	  	 	8	  
			
	 13
	 	JUDGMENTS AND CURRENCY INDEMNITY	  	 	10	  
			
	 14
	 	SET-OFF	  	 	10	  
			
	 15
	 	SUPPLEMENTAL	  	 	10	  
			
	 16
	 	ASSIGNMENT	  	 	11	  
			
	 17
	 	NOTICES	  	 	11	  
			
	 18
	 	INVALIDITY OF LOAN AGREEMENT	  	 	12	  
			
	 19
	 	INCORPORATION OF LOAN AGREEMENT PROVISIONS	  	 	12	  
			
	 20
	 	GOVERNING LAW AND JURISDICTION	  	 	12	  
		
	 EXECUTION PAGE
	  	 	14	  
		
	 SCHEDULE FORM OF COMPLIANCE CERTIFICATE
	  	 	15	  








 THIS GUARANTEE is made on 17 May 2011 
 BETWEEN 
  

	(1)	BOX SHIPS INC., a corporation incorporated in the Marshall Islands whose registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro
MH96960, The Marshall Islands (the “Guarantor”); and 

  

	(2)	UNICREDIT BANK AG, a company incorporated in Germany, acting through its office at 7 Heraklitou Street, 106 73 Athens, Greece (the “Lender”,
which expression includes its successors and assigns). 

 BACKGROUND 

 

	(A)	By a loan agreement dated 17 May 2011 and made between (i) Aral Sea Shipping S.A. as borrower (the “Borrower”) and (ii) the Lender, it
was agreed that the Lender would make available to the Borrower a loan facility of up to US$32,800,000. 

  

	(B)	By a master agreement (the “Master Agreement”) on the 2002 ISDA Multicurrency Crossborder Form (together with the Schedule thereto as amended) dated
17 May 2011 and made between (i) the Borrower and (ii) the Lender, the Lender agreed to enter into Transactions with the Borrower from time to time to hedge the Borrower’s exposure under the Loan Agreement to interest rate
fluctuations. 

  

	(C)	The execution and delivery to the Lender of this Guarantee is a condition precedent to the availability of the facility under the said Loan Agreement.


 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 Guarantee unless the context otherwise
requires. 

  

	1.2	Construction of certain terms. In this Guarantee: 

 “Applicable Accounts” means, as at the date of calculation or, as the case may be, in respect of an accounting period, the annual audited consolidated accounts of the Group or the
quarterly unaudited consolidated accounts of the Group, in each case, which the Guarantor is obliged to deliver to the Lender pursuant to Clause 11.3; 
 “bankruptcy” includes a liquidation, receivership or administration and any form of suspension of payments, arrangement with creditors or reorganisation under any corporate or insolvency
law of any country; 
 “Compliance Certificate” means a certificate in the form set out in the Schedule;

 “EBITDA” means, as at the date of calculation or, as the case may be, for any accounting period, the
consolidated net income of the Group for that accounting period: 
  

	 	(a)	plus, to the extent deducted in computing consolidated net income of the Group for that accounting period, the sum, without duplication, of: 


 

	 	(i)	all federal, state, local and foreign taxes and tax distributions; 

  

	 	(ii)	Net Interest Expenses; and 









	 	(iii)	depreciation, depletion, amortisation of intangibles and other non-cash charges or non-cash losses (including non-cash transaction expenses, the amortisation of debt
discounts and non-cash loss on sale or cancellation of vessels) and any extraordinary losses not incurred in the ordinary course of business; 

  

	 	(b)	minus, to the extent added in computing consolidated net income of the Group for that accounting period, any non-cash income or non-cash gains (including any noncash
gains on sale or cancellation of vessels) and any extraordinary gains not incurred in the ordinary course of business, 

 all determined on a consolidated basis in accordance with GAAP and as shown in the consolidated statements of income for the Group in the Applicable Accounts; 

“Leverage Ratio” means, at any relevant time, the ratio of: 

 

	 	(a)	the Total Liabilities (including, without limitation, all amounts outstanding from time to time under this Agreement, the Master Agreement and the other Finance
Documents); to 

  

	 	(b)	the Market Value Adjusted Total Assets (including, without limitation, the Ship); 

 “Liquid Assets” means, at any relevant time, cash in hand or held with banks or other financial institutions of the Guarantor and/or any other member of the Group (including any
restricted cash which is not pledged) in Dollars or another currency freely convertible into Dollars; 
 “Loan
Agreement” means the loan agreement dated 17 May 2011 referred to in Recital (A) and includes any existing or future amendments or supplements, whether made with the Guarantor’s consent or otherwise; 

“Market Value Adjusted Total Assets” means, at any time, Total Assets adjusted to reflect the difference between the book
values of all Fleet Vessels and the aggregate Market Value of all Fleet Vessels; 
 “Master Agreement” means the
master agreement dated 17 May 2011 referred to in Recital (B) (including all Designated Transactions from time to time entered into and Confirmations from time to time exchanged thereunder) and includes any existing or future amendments or
supplements, whether made with the Guarantor’s consent or otherwise; 
 “Net Interest Expenses” means, in
respect of any relevant period, the aggregate of all interest, commitment and other fees, commissions, discounts and other costs, charges or expenses accruing due from all the members of the Group during that accounting period less interest income
received, determined on a consolidated basis in accordance with GAAP and as shown in the consolidated statements of income for the Group in the Applicable Accounts; 
 “Six Months’ Debt Service” means, on any date, the aggregate amount of principal and interest which is scheduled to become due and payable by the Group in respect of any
Financial Indebtedness during the 6-month period immediately following such date and for the purposes of this definition, interest for such 6-month period shall be assumed to be at the floating rate for Dollars as at any applicable dates of
determination; 
 “Total Assets” means, as at the relevant date, the aggregate value of all current assets,
fixed assets, and other assets and restricted cash of the Group (valued in accordance with GAAP), but excluding any assets held on trust; and 

  
 2 








 “Total Debt” means, as at the date of calculation, the aggregate Financial
Indebtedness of the Group (other than any Financial Indebtedness falling within paragraph (e) of the definition of that term); and 
 “Total Liabilities” means, as at the date of calculation, the “Total Liabilities” of the Group as stated in the most recent Applicable Accounts (including, without limitation,
any liabilities arising in connection with financial leases). 
  

	1.3	Application of construction and interpretation provisions of Loan Agreement. Clauses 1.2, 1.5 and 1.6 of the Loan Agreement apply, with any necessary
modifications, to this Guarantee. 

  

	2	GUARANTEE 

  

	2.1	Guarantee and indemnity. The Guarantor unconditionally and irrevocably: 


 

	(a)	guarantees the due payment of all amounts payable by the Borrower under or in connection with the Loan Agreement, the Master Agreement and every other Finance Document;


  

	(b)	undertakes to pay to the Lender, on the Lender’s demand, any such amount which is not paid by the Borrower when payable; and 


 

	(c)	fully indemnifies the Lender on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Lender as a
result of or in connection with any obligation or liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which the Lender would
otherwise have been entitled to recover. 

  

	2.2	No limit on number of demands. The Lender may serve more than one demand under Clause 2.1. 


 

	3	LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR 

  

	3.1	Principal and independent debtor. The Guarantor shall be liable under this Guarantee as a principal and independent debtor and accordingly it shall not have, as
regards this Guarantee, any of the rights or defences of a surety. 

  

	3.2	Waiver of rights and defences. Without limiting the generality of Clause 3.1, the Guarantor shall neither be discharged by, nor have any claim against the Lender
in respect of: 

  

	(a)	any amendment or supplement being made to the Finance Documents; 

  

	(b)	any arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting, the Finance Documents; 


 

	(c)	any release or loss (even though negligent) of any right or Security Interest created by the Finance Documents; 


 

	(d)	any failure (even though negligent) promptly or properly to exercise or enforce any such right or Security Interest, including a failure to realise for its full market
value an asset covered by such a Security Interest; or 

  

	(e)	any other Finance Document or any Security Interest now being or later becoming void, unenforceable, illegal or invalid or otherwise defective for any reason, including
a neglect to register it. 


  
 3 









	4	EXPENSES 

  

	4.1	Costs of preservation of rights, enforcement etc. The Guarantor shall pay to the Lender on its demand the amount of all expenses incurred by the Lender in
connection with any matter arising out of this Guarantee or any Security Interest connected with it, including any advice, claim or proceedings relating to this Guarantee or such a Security Interest. 


 

	4.2	Fees and expenses payable under Loan Agreement. Clause 4.1 is without prejudice to the Guarantor’s liabilities in respect of the Borrower’s obligations
under clause 19 of the Loan Agreement (fees and expenses) and under similar provisions of other Finance Documents. 

  

	5	ADJUSTMENT OF TRANSACTIONS 

  

	5.1	Reinstatement of obligation to pay. The Guarantor shall pay to the Lender on its demand any amount which the Lender is required, or agrees, to pay pursuant to
any claim by, or settlement with, a trustee in bankruptcy of the Borrower or of another Security Party (or similar person) on the ground that the Loan Agreement or the Master Agreement, or a payment by the Borrower or of another Security Party, was
invalid or on any similar ground. 

  

	6	PAYMENTS 

  

	6.1	Method of payments. Any amount due under this Guarantee shall be paid; 


 

	(a)	in immediately available funds; 

  

	(b)	to such account as the Lender may from time to time notify to the Guarantor; 


 

	(c)	without any form of set-off, cross-claim or condition; and 

  

	(d)	free and clear of any tax deduction except a tax deduction which the Guarantor is required by law to make. 


 

	6.2	Grossing-up for taxes. If the Guarantor is required by law to make a tax deduction, the amount due to the Lender shall be increased by the amount necessary to
ensure that the Lender receives and retains a net amount which, after the tax deduction, is equal to the full amount that it would otherwise have received. 


 

	7	INTEREST 

  

	7.1	Accrual of interest. Any amount due under this Guarantee shall carry after the date on which the Lender demands payment of it until it is actually paid, unless
interest on that same amount also accrues under the Loan Agreement or, as the case may be, the Master Agreement. 

  

	7.2	Calculation of interest. Interest under this Guarantee shall be calculated and accrue in the same way as interest under clause 7 of the Loan Agreement.


  

	7.3	Guarantee extends to interest payable under Loan Agreement and the Master Agreement. For the avoidance of doubt, it is confirmed that this Guarantee covers all
interest payable under the Loan Agreement, including that payable under clause 7 of the Loan Agreement and under the Master Agreement. 


  
 4 









	8	SUBORDINATION 

  

	8.1	Subordination of rights of Guarantor. All rights which the Guarantor at any time has (whether in respect of this Guarantee or any other transaction) against the
Borrower, any other Security Party or their respective assets shall be fully subordinated to the rights of the Lender under the Finance Documents; and in particular, the Guarantor shall not: 


 

	(a)	claim, or in a bankruptcy of the Borrower or any other Security Party prove for, any amount payable to the Guarantor by the Borrower or any other Security Party,
whether in respect of this Guarantee or any other transaction; 


	(b)	take or enforce any Security Interest for any such amount; 

  

	(c)	claim to set-off any such amount against any amount payable by the Guarantor to the Borrower or any other Security Party; or 


 

	(d)	claim any subrogation or other right in respect of any Finance Document or any sum received or recovered by the Lender under a Finance Document.


  

	9	ENFORCEMENT 

  

	9.1	No requirement to commence proceedings against Borrower. The Lender will not need to commence any proceedings under, or enforce any Security Interest created by,
the Loan Agreement, the Master Agreement or any other Finance Document before claiming or commencing proceedings under this Guarantee. 

  

	9.2	Conclusive evidence of certain matters. However, as against the Guarantor: 


 

	(a)	any judgment or order of a court in England, Liberia or any other Pertinent Jurisdiction in connection with the Loan Agreement or the Master Agreement; and


  

	(b)	any statement or admission of the Borrower in connection with the Loan Agreement or the Master Agreement, 


shall be binding and conclusive as to all matters of fact and law to which it relates. 

 

	9.3	Suspense account. The Lender may, for the purpose of claiming or proving in a bankruptcy of the Borrower or any other Security Party, place any sum received or
recovered under or by virtue of this Guarantee or any Security Interest connected with it on a separate interest bearing suspense or other nominal account without applying it in satisfaction of the Borrower’s obligations under the Loan
Agreement or the Master Agreement. 

  

	10	REPRESENTATIONS AND WARRANTIES 

  

	10.1	General. The Guarantor represents and warrants to the Lender as follows. 


 

	10.2	Status. The Guarantor is duly incorporated and validly existing and in good standing under the laws of the Marshall Islands. 


 

	10.3	Corporate power. The Guarantor has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:


  

	(a)	to execute this Guarantee; and 

  

	(b)	to make all the payments contemplated by, and to comply with, this Guarantee. 


  
 5 









	10.4	Consents in force. All the consents referred to in Clause 10.3 remain in force and nothing has occurred which makes any of them liable to revocation.


  

	10.5	Legal validity. This Guarantee constitutes the Guarantor’s legal, valid and binding obligations enforceable against the Guarantor in accordance with its
terms and subject to any relevant insolvency laws affecting creditors’ rights generally. 

  

	10.6	No conflicts. The execution by the Guarantor of this Guarantee and its compliance with this Guarantee will not involve or lead to a contravention of:


  

	(a)	any law or regulation; or 

  

	(b)	the constitutional documents of the Guarantor; or 

  

	(c)	any contractual or other obligation or restriction which is binding on the Guarantor or any of its assets. 


 

	10.7	No withholding taxes. All payments which the Guarantor is liable to make under this Guarantee may be made without deduction or withholding for or on account of
any tax payable under any law of any Pertinent Jurisdiction. 

  

	10.8	No default. To the knowledge of the Guarantor, no Event of Default or Potential Event of Default has occurred and is continuing. 


 

	10.9	Information. All information which has been provided in writing by or on behalf of the Guarantor to the Lender in connection with any Finance Document satisfied
the requirements of Clause 11.2; all audited and unaudited accounts which have been so provided satisfied the requirements of Clause 11.4; and there has been no material adverse change in the financial position or state of affairs of the Guarantor
from that disclosed in the latest of those accounts. 

  

	10.10	No litigation. No legal or administrative action against the Guarantor or its subsidiaries has been commenced or taken or, to the Guarantor’s knowledge, is
likely to be commenced or taken. 

  

	11	UNDERTAKINGS 

  

	11.1	General. The Guarantor undertakes with the Lender to comply with the following provisions of this Clause 11 at all times during the Security Period, except as
the Lender may otherwise permit. 

  

	11.2	Information provided to be accurate. All financial and other information which is provided in writing by or on behalf of the Guarantor under or in connection
with this Guarantee will be true and not misleading and will not omit any material fact or consideration. 

  

	11.3	Provision of financial statements. The Guarantor will send to the Lender: 


 

	(a)	as soon as possible, but in no event later than 90 days after the end of each Financial Year of the Guarantor, the audited consolidated accounts of the Group for that
Financial Year (commencing with accounts for the year ending 31 December 2011); and 

  

	(b)	as soon as possible, but in no event later than 60 days after the end of each 3-month period ending on 31 March, 30 June, 30 September and
31 December in each Financial Year of the Guarantor (but not later than a Dividend Declaration Date) the unaudited consolidated quarterly accounts of the Group for the preceding 3-month period certified as to their correctness by the chief
financial officer of the Guarantor (commencing with the 3-month period ending 30 September 2011). 


  
 6 









	11.4	Form of financial statements. All accounts (audited and unaudited) delivered under Clause 11.3 will: 


 

	(a)	be prepared in accordance with all applicable laws and GAAP consistently applied; 


 

	(b)	give a true and fair view of the state of affairs of the Group at the date of those accounts and of its profit for the period to which those accounts relate; and


  

	(c)	fully disclose or provide for all significant liabilities of the Group. 

  

	11.5	Shareholder and creditor notices. The Guarantor will send the Lender, at the same time as they are despatched, copies of all communications which are despatched
to the Guarantor’s shareholders or creditors or any class of them. 

  

	11.6	Consents. The Guarantor will maintain in force and promptly obtain or renew, and will promptly send certified copies to the Lender of, all consents required:


  

	(a)	for the Guarantor to perform its obligations under this Guarantee; and 

  

	(b)	for the validity or enforceability of this Guarantee, 

 and the Guarantor will comply (or procure compliance, as the case may be) with the terms of all such consents. 
  

	11.7	Notification of litigation. The Guarantor will provide the Lender with details of any legal or administrative action involving the Guarantor as soon as such
action is instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of this Guarantee. 

  

	11.8	Notification of default. The Guarantor will notify the Lender as soon as the Guarantor becomes aware of: 


 

	(a)	the occurrence of an Event of Default or a Potential Event of Default; or 

  


	(b)	any matter which indicates that an Event of Default or a Potential Event of Default may have occurred, 


and will thereafter keep the Lender fully up-to-date with all developments. 

 

	11.9	Provision of further information. The Guarantor will, as soon as practicable after receiving the request, provide the Lender with any additional financial or
other information relating: 

  

	(a)	to the Borrower, the Group, the Ship, the other Fleet Vessels, their Insurances or their Earnings (including, but not limited to, any sales or purchases of any Fleet
Vessels, the incurrence of Financial Indebtedness by members of the Group, the refinancing or restructuring of any loan or credit facilities to which any members of the Group are a party and details of the employment of the Fleet Vessels) as the
Lender may reasonably require; or 

  

	(b)	to any other matter relevant to, or to any provision of, a Finance Document, 

 which may be requested by the Lender at any time. 
  

	11.10	Maintenance of status. The Guarantor will maintain its separate corporate existence and remain in good standing under the laws of Marshall Islands.



  
 7 









	11.11	Negative pledge. The Guarantor shall not, and shall procure that none of its subsidiaries will, create or permit to arise any Security Interest over any asset
present or future except Security Interests created or permitted by the Finance Documents and except for Permitted Security Interests. 

  

	11.12	No disposal of assets, change of business. The Guarantor will not, and shall procure that none of its subsidiaries will: 


 

	(a)	transfer, lease or otherwise dispose of all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not if as a
result it is unable to satisfy the financial covenants in Clause 12.3; or 

  

	(b)	make any change to the nature of its business from that existing at the date of this Guarantee. 


 

	11.13	No merger etc. The Guarantor shall not, and shall procure that none of its subsidiaries will, enter into any form of merger, sub-division, amalgamation or other
reorganisation. 

  

	11.14	Maintenance of ownership of Borrower. The Guarantor shall remain the legal holder and direct beneficial owner of the entire issued and allotted share capital of
the Borrower, free from any Security Interest, except that created in favour of the Lender. 

  

	12	CORPORATE UNDERTAKINGS 

  

	12.1	General. The Guarantor also undertakes with the Lender to comply with the following provisions of this Clause 12 at all times during the Security Period except
as the Lender may otherwise permit. 

  

	12.2	Negative undertakings. The Guarantor will not: 

  

	(a)	declare or pay any dividend or effect any other form of distribution save as permitted pursuant to Clause 12.6; 


 

	(b)	provide any form of credit or financial assistance to: 

  

	 	(i)	a person who is directly or indirectly interested in the Guarantor’s share or loan capital; or 


 

	 	(ii)	any company in or with which such a person is directly or indirectly interested or connected, 


or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to the
Guarantor than those which it could obtain in a bargain made at arms’ length; 
  

	(c)	acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks or enter into any
transaction in a derivative; and 

  

	(d)	cause the shares of the Guarantor to cease to be listed on the New York Stock Exchange. 


 

	12.3	Financial Covenants. The Guarantor shall ensure that at all times: 

  


	(a)	there is available to the Guarantor and all the other members of the Group an amount equal to the higher of (i) an amount of not less than $750,000 per Fleet
Vessel and (ii) the Six Months’ Debt Service (including, for the avoidance of doubt, any amount standing to the credit of the Retention Account which has been transferred thereto in accordance with Clause 17.2 of the Loan Agreement or any
other restricted account which is not pledged) in Liquid Assets of which all amounts in respect of the Ship shall be held in the Earnings Account and any other interest bearing accounts with the Lender; 


  
 8 









	(b)	the Leverage Ratio shall not exceed 0.65:1; and 

  

	(c)	the ratio of Total Debt to EBITDA on a trailing 12-month basis shall not exceed 5:1. 


 

	12.4	Compliance Check. Compliance with the undertakings contained in Clause 12.3 shall be determined in each Financial Year: 


 

	(a)	at the time the Lender receives the audited consolidated accounts of the Group and the unaudited consolidated accounts of the Group (pursuant to Clauses 11.3(a) and
11.3(b) respectively), by reference to the unaudited consolidated accounts in the case of the first three financial quarters in each Financial Year and for the fourth financial quarter in each Financial Year, initially by reference to the unaudited
consolidated accounts for the relevant fourth quarter and, once available, by reference to the audited consolidated accounts for that Financial Year of the Group; and 


 

	(b)	at any other time as the Lender may reasonably request. 

 At the same time as it delivers the consolidated accounts referred to in this Clause 12.4, the Guarantor shall deliver to the Lender valuations of the Fleet Vessels (calculated in accordance with clause
14.3 of the Loan Agreement) and a Compliance Certificate demonstrating its compliance (or not, as the case may be) with the provisions of Clause 12.3 signed by the chief financial officer of the Guarantor. 

 

	12.5	Change in accounting expressions and policies. If, by reason of change in format or GAAP or other relevant accounting policies, the expressions appearing in any
accounts and financial statements referred to in Clause 11.3 alter from those in the accounts and financial statements for the Group for the year ending 31 December 2011, the relevant definitions contained in Clause 1.1 and the provisions of
Clause 12.3 shall be deemed modified in such manner as the Lender shall require to take account of such different expressions but otherwise to maintain in all respects the substance of those provisions. 


 

	12.6	Dividend payment. Subject to the following conditions, the Guarantor may pay dividends in any Financial Year. 


 

	12.7	Conditions for dividend payment. The conditions referred to in Clause 12.6 are as follows: 


 

	(a)	that the Lender has received from the Guarantor by no later than the relevant Dividend Declaration Date written notice of its intention to announce a dividend payment
(such notice hereinafter a “Dividend Declaration”); 

  

	(b)	each Dividend Declaration is accompanied by a completed Compliance Certificate (confirming that no Event of Default has occurred which is continuing and evidencing the
Guarantor is in compliance with the financial covenants referred to in Clause 12.3) and evidence that the payment of the proposed dividend will not result in the Guarantor being in breach of any of the said financial covenants or in the occurrence
of an Event of Default; 

  

	(c)	each completed Compliance Certificate referred to in paragraph (b) above shall be accompanied by the latest Applicable Accounts evidencing, together with the
details of the Market Value of the Fleet Vessels determined in accordance with clause 14.3 of the Loan Agreement, the compliance of the Guarantor with the financial covenants referred to in Clause 12.3; and 


  
 9 









	(d)	the Lender has confirmed to the Guarantor in writing that the Guarantor is in compliance with paragraphs (b) and (c) prior to the Guarantor’s
announcement of such dividend payment. 

  

	13	JUDGMENTS AND CURRENCY INDEMNITY 

  

	13.1	Judgments relating to Loan Agreement and Master Agreement. This Guarantee shall cover any amount payable by the Borrower under or in connection with any judgment
relating to the Loan Agreement and/or the Master Agreement. 

  

	13.2	Currency indemnity. In addition, clause 20.5 (currency indemnity) of the Loan Agreement shall apply, with any necessary adaptations, in relation to this
Guarantee. 

  

	14	SET-OFF 

  

	14.1	Application of credit balances. The Lender may without prior notice: 


 

	(a)	apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Guarantor at any office in any country of the
Lender in or towards satisfaction of any sum then due from the Guarantor to the Lender under this any of the Finance Documents; and 

  

	(b)	for that purpose: 

  

	 	(i)	break, or alter the maturity of, all or any part of a deposit of the Guarantor; 


 

	 	(ii)	convert or translate all or any part of a deposit or other credit balance into Dollars; and 


 

	 	(iii)	enter into any other transaction or make any entry with regard to the credit balance which the Lender considers appropriate. 


 

	14.2	Existing rights unaffected. The Lender shall not be obliged to exercise any of its rights under Clause 14.1; and those rights shall be without prejudice and in
addition to any right of set-off, combination of accounts, charge, lien or other right or remedy to which the Lender is entitled (whether under the general law or any document). 


 

	15	SUPPLEMENTAL 

  

	15.1	Continuing guarantee. This Guarantee shall remain in force as a continuing security at all times during the Security Period. 


 

	15.2	Rights cumulative, non-exclusive. The Lender’s rights under and in connection with this Guarantee are cumulative, may be exercised as often as appears
expedient and shall not be taken to exclude or limit any right or remedy conferred by law. 

  

	15.3	No impairment of rights under Guarantee. If the Lender omits to exercise, delays in exercising or invalidly exercises any of its rights under this Guarantee,
that shall not impair that or any other right of the Lender under this Guarantee. 

  

	15.4	Severability of provisions. If any provision of this Guarantee is or subsequently becomes void, illegal, unenforceable or otherwise invalid, that shall not
affect the validity, legality or enforceability of its other provisions. 

  

	15.5	Guarantee not affected by other security. This Guarantee shall not impair, nor be impaired by, any other guarantee, any Security Interest or any right of set-off
or netting or to combine accounts which the Lender may now or later hold in connection with the Loan Agreement and/or the Master Agreement. 


  
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	15.6	Guarantor bound by Loan Agreement and Master Agreement. The Guarantor agrees with the Lender to be bound by all provisions of the Loan Agreement and the Master
Agreement which are applicable to the Security Parties in the same way as if those provisions had been set out (with any necessary modifications) in this Guarantee. 


 

	15.7	Applicability of provisions of Guarantee to other Security Interests. Any Security Interest which the Guarantor creates (whether at the time at which it signs
this Guarantee or at any later time) to secure any liability under this Guarantee shall be a principal and independent security, and Clauses 3 and 18 shall, with any necessary modifications, apply to it, notwithstanding that the document creating
the Security Interest neither describes it as a principal or independent security nor includes provisions similar to Clauses 3 and 18. 

  

	15.8	Applicability of provisions of Guarantee to other rights. Clauses 3 and 18 shall also apply to any right of set-off or netting or to combine accounts which the
Guarantor creates by an agreement entered into at the time of this Guarantee or at any later time (notwithstanding that the agreement does not include provisions similar to Clauses 3 and 18), being an agreement referring to this Guarantee.


  

	15.9	Third party rights. A person who is not a party to this Guarantee has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the
benefit of any term of this Guarantee. 

  

	16	ASSIGNMENT 

  

	16.1	Assignment by Lender. The Lender may assign its rights under and in connection with this Guarantee to the same extent as it may assign its rights under the Loan
Agreement. 

  

	17	NOTICES 

  

	17.1	Notices to Guarantor. Any notice or demand to the Guarantor under or in connection with this Guarantee shall be given by letter or fax at:


 c/o Allseas Marine S.A. 
 15 Karamanli Avenue 
 166 73 Voula 

Greece 
 Fax No:
+(30) 210 899 5085 
 Attn: the Chief Financial Officer 
 or to such other address which the Guarantor may notify to the Lender. 
  

	17.2	Application of certain provisions of Loan Agreement. Clauses 28.3, 28.4 and 28.5 of the Loan Agreement apply to any notice or demand under or in connection with
this Guarantee. 

  

	17.3	Validity of demands. A demand under this Guarantee shall be valid notwithstanding that it is served: 


 

	(a)	on the date on which the amount to which it relates is payable by the Borrower under the Loan Agreement or, as the case may be, the Master Agreement;


  

	(b)	at the same time as the service of a notice under clause 18.2 (events of default) of the Loan Agreement; 


  
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and a demand under this Guarantee may refer to all amounts payable under or in connection with the Loan Agreement or, as the case may be, the Master Agreement without specifying a particular sum
or aggregate sum. 

  

	17.4	Notices to Lender. Any notice to the Lender under or in connection with this Guarantee shall be sent to the same address and in the same manner as notices to the
Lender under the Loan Agreement. 

  

	18	INVALIDITY OF LOAN AGREEMENT 

  

	18.1	Invalidity of Loan Agreement. In the event of: 

  

	(a)	the Loan Agreement now being or later becoming, with immediate or retrospective effect, void, illegal, unenforceable or otherwise invalid for any other reason
whatsoever, whether of a similar kind or not; or 

  

	(b)	without limiting the scope of paragraph (a), a bankruptcy of the Borrower, the introduction of any law or any other matter resulting in the Borrower being discharged
from liability under the Loan Agreement, or the Loan Agreement ceasing to operate (for example, by interest ceasing to accrue), 

 this Guarantee shall cover any amount which would have been or become payable under or in connection with the Loan Agreement if the Loan Agreement had been and remained entirely valid, legal and
enforceable, or the Borrower had not suffered bankruptcy, or any combination of such events or circumstances, as the case may be, and the Borrower had remained fully liable under it for liabilities whether invalidly incurred or validly incurred but
subsequently retrospectively invalidated; and references in this Guarantee to amounts payable by the Borrower under or in connection with the Loan Agreement shall include references to any amount which would have so been or become payable as
aforesaid. 
  

	18.2	Invalidity of Master Agreement, Finance Documents. Clause 18.1 also applies to the Master Agreement, each of the other Finance Documents to which the Borrower is
a party. 

  

	19	INCORPORATION OF LOAN AGREEMENT PROVISIONS 

  

	19.1	Incorporation of specific provisions. The following provisions of the Loan Agreement apply to this Guarantee as if they were expressly incorporated herein with
any necessary modifications: 

 clause 9.19, Sanctions; and 

clause 10.17, “Know your customer” checks. 
  

	19.2	Incorporation of general provisions. Clause 19 is without prejudice to the application to this Guarantee of any provision of the Loan Agreement which, by its
terms, applies or relates to the Finance Documents generally. 

  

	20	GOVERNING LAW AND JURISDICTION 

  

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

  

	20.2	Exclusive English jurisdiction. Subject to Clause 20.3, the courts of England shall have exclusive jurisdiction to settle any Dispute. 


  
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	20.3	Choice of forum for the exclusive benefit of the Lender. Clause 20.2 is for the exclusive benefit of the Lender, which reserves the rights;


  

	(a)	to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and


  

	(b)	to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings
in England. 

 The Guarantor shall not commence any proceedings in any country other than England in relation to a
Dispute. 
  

	20.4	Process Lender. The Guarantor irrevocably appoints Hill Dickinson Services (London) Ltd. at their office for the time being, presently at Duke’s Place,
London EC3A 7HS, England, to act as its Lender to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with a Dispute. 


 

	20.5	Lender’s rights unaffected. Nothing in this Clause 20 shall exclude or limit any right which the Lender may have (whether under the law of any country, an
international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction. 


 

	20.6	Meaning of “proceedings” and “Dispute”. In this Clause 20, “proceedings” means proceedings of any kind, including an
application for a provisional or protective measure and a “Dispute” means any dispute arising out of or in connection with this Guarantee (including a dispute relating to the existence, validity or termination of this Guarantee) or
any non-contractual obligation arising out of or in connection with this Guarantee. 

 THIS GUARANTEE has been entered into
on the date stated at the beginning of this Guarantee. 

  
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 EXECUTION PAGE 

 

							
	GUARANTOR
			
	SIGNED by Maria Stefanou and Robert Perri	 	)	 	/s/ Maria Stefanou 
	for and on behalf of	 	)	 	/s/ Robert Perri
	BOX SHIPS INC.	 	)	 	
	in the presence of:	 	)	 	
				
	LENDER	 	 /s/ Pat Skala
 Watson, Farley & Williams
 89 Akti Miaouli

Piraeus 185 38-Greece
	 		 	
			
	SIGNED by Anastasia Kerpinioti and Pericles Lykoudis	 	)	 	/s/ Anastasia Kerpinioti 
	for and on behalf of	 	)	 	/s/ Pericles Lykoudis
	UNICREDIT BANK AG	 	)	 	
	in the presence of: Constance Dews	 	)	 	
				
		 	/s/ Constance Dews	 		 	
				
		 	 /s/ Illegible
 Watson, Farley & Williams
 89 Akti Miaouli

Piraeus 185 38-Greece
	 		 	


  
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 SCHEDULE 
 FORM OF COMPLIANCE CERTIFICATE 
  

	To:	UNICREDIT BANK AG 

 93 Coolsingel

 3012 AE Rotterdam 
 The Netherlands 
 Date: [—]

 Dear Sirs, 
 We refer to:

  

	(a)	a loan agreement dated              2011 (the “Loan Agreement”) made between Aral Sea
Shipping S.A. as borrower and yourselves as lender; and 

  

	(b)	a guarantee dated              2011 (the “Guarantee”) made between (1) ourselves as
guarantor and (2) yourselves. 

 Words and expressions defined in the Loan Agreement and the Guarantee shall have the same
meaning when used in this compliance certificate. 
 We enclose with this certificate a copy of the [unaudited consolidated accounts for the
Group for the 3-month period ended [—]]/[the audited consolidated annual accounts of the Group for the year ended [—]]. The accounts (i) have
been prepared in accordance with all applicable laws and GAAP consistently applied, (ii) give a true and fair view of the state of affairs of the Group at the date of the accounts and of its profit for the period to which the accounts relate
and (iii) fully disclose or provide for all significant liabilities of the Group. 
 We also enclose copies of the valuations of all the
Fleet Vessels which were used in calculating the Market Adjusted Total Assets of the Group as at [—]. 
 The Guarantor represents that [to its knowledge] no Event of Default has occurred as at the date of this certificate [except for the following matter or event [set out all material details of matter or
event]]. In addition as of [—], the Guarantor confirms compliance with the financial covenants set out in Clause 12.3 of the Guarantee for the 3 months ending as at the date to which the enclosed
accounts are prepared. 
 We now certify that, as at [—]: 

 

	(a)	Liquid Assets available to the Group are $[—] in aggregate; 


 

	(b)	the Leverage Ratio is [—]:1; and 


 

	(c)	the ratio of Total Debt to EBITDA [on a trailing 12-month basis] is [—]:1. 


This Certificate shall be governed by, and construed in accordance with, English law. 

 

	
	  

	[—]
	 Chief Financial Officer of

BOX SHIPS INC.



  
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