Exhibit 4.42

Private & Confidential

| |                          | 
| | ------------------------ | 
| | Dated as of 6 April 2009 | 
| |                          | 

SECOND SUPPLEMENTAL AGREEMENT
relating to a
loan of (originally) US$45,000,000

to
SOFFIVE SHIPPING CORPORATION

provided by
THE ROYAL BANK OF SCOTLAND PLC

(NORTON ROSE LOGO)

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Contents

|                                                                    |   |                                          |     
|------------------------------------------------------------------- | - | ---------------------------------------- | ----
|Clause                                                              |   |                                          | Page
|                                                                    |   |                                          |     
|1                                                                   |   | Definitions                              | 1   
|                                                                    |   |                                          |     
|2                                                                   |   | Agreement of the
 Bank                   | 2   
|                                                                    |   |                                          |     
|3                                                                   |   | Amendments to
 Principal Agreement       | 3   
|                                                                    |   |                                          |     
|4                                                                   |   | Amendment to
 Principal Master Agreement | 5   
|                                                                    |   |                                          |     
|5                                                                   |   | Representations
 and warranties          | 5   
|                                                                    |   |                                          |     
|6                                                                   |   | Conditions                               | 6   
|                                                                    |   |                                          |     
|7                                                                   |   | Relevant Parties
 Confirmation          | 6   
|                                                                    |   |                                          |     
|8                                                                   |   | Expenses                                 | 7   
|                                                                    |   |                                          |     
|9                                                                   |   | Miscellaneous and
 notices               | 7   
|                                                                    |   |                                          |     
|10                                                                  |   | Applicable law                           | 8   
|                                                                    |   |                                          |     
|Schedule 1
 Documents and evidence required as conditions precedent | 9

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|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                 
|-------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|THIS SECOND SUPPLEMENTAL AGREEMENTis dated as of 6 April 2009 and
 made BETWEEN:
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                 
|(1)                                                                              | SOFFIVE SHIPPING CORPORATION, a corporation incorporated in
 the Republic of Liberia with its registered office at 80 Broad Street,
 Monrovia, Liberia (the Borrower);                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(2)                                                                              | SAFETY MANAGEMENT OVERSEAS S.A., a corporation incorporated in
 the Republic of Panama with its registered office at Edificio Torre
 Universal, Piso 12, Avenida Federico Boyd, P.O. Box 8807, Panama, Republic of
 Panama (the Manager);                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(3)                                                                              | SAFE BULKERS, INC., a corporation incorporated in
 The Republic of the Marshall Islands with its registered office at Trust
 Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
 MH96960 (the Guarantor); and                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(4)                                                                              | THE ROYAL BANK OF SCOTLAND PLCof 5-10 Great Tower Street,
 London EC3P 3HX, England (the Bank).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|WHEREAS:                                                                        
|                                                                                
|(A)                                                                              | this Agreement is
 supplemental to a loan agreement dated 19 November 2007 made between (1) the
 Borrower and (2) the Bank (the Original Agreement) as supplemented by a
 first supplemental agreement dated 23 May 2008 made between the Borrower, the
 Bank and the Manager (the First Supplemental Agreement and,
 together with the Original Agreement, the Principal Agreement)
 relating to a multi-currency loan of (originally) Forty five million Dollars
 ($45,000,000), advanced by the Bank to the Borrower, of which the principal
 amount outstanding at the date hereof is $43,200,000;
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(B)                                                                              | this Agreement is
 also supplemental to a 1992 Principal Master Agreement dated 19 November 2007
 (the Principal
 Master Agreement) made between the Borrower and the Bank; and                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(C)                                                                              | this Agreement
 sets out the terms and conditions upon which the Bank provides, at the
 request of the Borrower, its consent to                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                 | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | certain amendments
 to the terms and conditions applicable to the Loan and the Principal
 Agreement agreed to by the Borrower and the Bank; and                                 
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                 
|                                                                                 | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | certain
 consequential changes to the Principal Agreement and the Principal Master
 Agreement required in connection with the above and agreed to by the Borrower
 and the Bank.
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                 
|NOW IT IS HEREBY AGREEDas follows:                                              
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                 
|1                                                                                | Definitions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                 
|1.1                                                                              | Defined
 expressions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                 
|                                                                                 | Words and
 expressions defined in the Principal Agreement shall unless the context
 otherwise requires or unless otherwise defined herein, have the same meanings
 when used in this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                 
|1.2                                                                              | Definitions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                 
|                                                                                 | In this Agreement,
 unless the context otherwise requires:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                 
|                                                                                 | Borrowers
 Account means an interest bearing Dollar account of the Borrower
 opened with the Bank designated RBSPASOF-USDA and includes any other account
 designated in writing by the Bank to be a Borrowers Account for the purposes
 of this Agreement;                                                                                                                                                                                                                                                                                                                                             
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                 
|                                                                                 | Borrowers
 Account Pledge means the first priority pledge executed or (as
 the context may require) to be executed by the Borrower in favour of the Bank
 in respect of the Borrowers Account in such form as the Bank may in its
 absolute discretion require;                                                                                                                                                                                                                                                                                                                                         
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                 
|                                                                                 | Effective
 Date means the date, no later than 27 April 2009, on which the
 Bank has received the documents and evidence specified in clause 6 and
 schedule 1 in a form and substance satisfactory to it;                                                                                                                                                                                                                                                                                                                                                                                                 

1

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | Government
 Entity means and includes (whether having a distinct legal
 personality or not) any national or local government authority, board,
 commission, department, division, organ, instrumentality, court or agency and
 any association, organisation or institution of which any of the foregoing is
 a member or to whose jurisdiction any of the foregoing is subject or in whose
 activities any of the foregoing is a participant;                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | Indebtedness
 means any obligation for the payment or repayment of money, whether as
 principal or as surety and whether present or future, actual or contingent;                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | Loan
 Agreement means the Principal Agreement as amended by this
 Agreement; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | Relevant
 Parties means, together, the Borrower, the Manager and the
 Corporate Guarantor or, where the context so requires or permits, means any
 of them.                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.3   | Principal
 Agreement and Principal Master Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | References in the
 Principal Agreement and in the Principal Master Agreement to this Agreement
 shall, with effect from the Effective Date and unless the context otherwise
 requires, be references to the Principal Agreement and the Principal Master
 Agreement in either case as amended by this Agreement and words such as herein,
 hereof, hereunder, hereafter, hereby and hereto, where they appear
 in the Principal Agreement or, as the case may be, in the Principal Master
 Agreement, shall be construed accordingly.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.4   | Headings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | Clause headings
 and the table of contents are inserted for convenience of reference only and
 shall be ignored in the interpretation of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.5   | Construction
 of certain terms                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | In this Agreement,
 unless the context otherwise requires:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.5.1 | references to
 clauses and schedules are to be construed as references to clauses of, and
 schedules to, this Agreement and references to this Agreement includes its
 schedules;                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.5.2 | references to (or
 to any specified provision of) this Agreement or any other document shall be
 construed as references to this Agreement, that provision or that document as
 in force for the time being and as amended in accordance with terms thereof,
 or, as the case may be, with the agreement of the relevant parties;                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.5.3 | references to a regulation
 include any present or future regulation, rule, directive, requirement,
 request or guideline (whether or not having the force of law) of any agency,
 authority, central bank or government department or any self-regulatory or
 other national or supra-national authority;                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.5.4 | words importing
 the plural shall include the singular and vice versa;                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.5.5 | references to a
 time of day are to London time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.5.6 | references to a
 person shall be construed as references to an individual, firm, company, corporation,
 unincorporated body of persons or any Government Entity;                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.5.7 | references to a guarantee
 include references to an indemnity or other assurance against financial loss
 including, without limitation, an obligation to purchase assets or services
 as a consequence of a default by any other person to pay any Indebtedness and
 guaranteed
 shall be construed accordingly; and                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.5.8 | references to any
 enactment shall be deemed to include references to such enactment as
 re-enacted, amended or extended.                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2     | Agreement
 of the Bank                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | The Bank, relying
 upon the representations and warranties on the part of the Borrower contained
 in clause 5, agrees with the Borrower that, subject to the terms and
 conditions of this Agreement and with effect on the Effective Date, the Bank
 consents and agrees to the amendment of (a) the Principal Agreement on the
 terms set out in clause 3 and (b) the Principal Master Agreement on the terms
 set out in clause 4.                                                                                                             

2

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|      |                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3     | Amendments
 to Principal Agreement                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|3.1   | Amendments
 to Principal Agreement                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|      | The Principal
 Agreement shall, with effect on and from the Effective Date, be deemed (and
 is hereby deemed) to have been amended as of 13 March 2009 in accordance with
 the following provisions (and the Principal Agreement (as so deemed to have
 been amended) will continue to be binding upon each of the parties hereto
 upon such terms as so deemed to have been amended):
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|3.1.1 | by deleting in
 clause 1.2 of the Principal Agreement the definitions of Margin
 and Supplemental
 Agreement;                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|3.1.2 | by inserting in
 clause 1.2 of the Principal Agreement the following new definitions of Approved
 Charter, Borrowers Account, Borrowers
 Account Pledge, First Supplemental Agreement, Margin,
 Second
 Supplemental Agreement, Supplemental Agreements and Suspension
 Notice in the correct alphabetical order:                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|      | Approved
 Charter means, at any relevant time, any charter or other
 contract of employment entered into by the Borrower in respect of the Ship,
 which:                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                    | is entered into
 with a charterer which, is at the time of execution thereof as well as at
 such relevant time, acceptable to the Bank in its sole discretion; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                    | has such other
 terms and conditions which, at the time of execution thereof as well as at
 such relevant time, are in all respects acceptable to the Bank in its sole
 discretion;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | Borrowers
 Account means an interest bearing Dollar account of the Borrower
 opened with the Bank designated RBSPASOF-USDA and includes any other account
 designated in writing by the Bank to be a Borrowers Account for the purposes
 of this Agreement;                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|      | Borrowers
 Account Pledge means the first priority pledge executed or (as
 the context may require) to be executed by the Borrower in favour of the Bank
 in respect of the Borrowers Account in such form as the Bank may in its
 absolute discretion require;                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|      | First
 Supplemental Agreement means the agreement dated 23 May 2008 made
 between the Borrower, the Manager and the Bank supplemental to this
 Agreement;                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|      | Margin
 means:                                                                                                                                                                                                                                                                                                                                                                      
|     
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                    | subject to
 paragraph (b) below, one point two five per cent (1.25%) per annum;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                    | if on the first
 day of an Interest Period (i) there is a credit balance in the Borrowers
 Account which is a minimum amount of $1,000,000 and an integral multiple of
 $1,000,000 or any other amount agreed between the Borrower and the Bank,
 placed on deposit for a period equal to that Interest Period but in any case
 not less than three (3) months and (ii) no Suspension Notice has been given
 under clause 3.7 that remains effective on any day of such Interest Period,
 the Margin applicable for such Interest Period to a part of the Loan equal to
 such credit balance shall be one point one five per cent (1.15%) per annum
 and that applicable to the balance of the Loan shall be one point two five
 per cent (1.25%) per annum;
|      |                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | Second
 Supplemental Agreement means the agreement dated as of 6 April
 2009 made between the Borrower, the Manager, the Corporate Guarantor and the
 Bank supplemental to this Agreement;                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|      | Supplemental
 Agreements means, together, the First Supplemental Agreement and
 the Second Supplemental Agreement; and                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|      | Suspension
Notice has the meaning ascribed thereto in clause 3.7;;                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|3.1.3 | by deleting in the
 definition of Security Documents in clause 1.2 of the Principal Agreement
 the words Supplemental Agreement and by inserting in their place the words
 Supplemental Agreements, the Borrowers Account Pledge; and                                                                                                                                          

3

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1.4 | by inserting at
 the end of the definition of Security Value in clause 1.2 of the
 Principal Agreement the words or the Borrowers Account;                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.1.5 | by inserting the
 following new clause 3.7:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | 3.7
 Suspension of reduced Margin                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | If:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | 3.7.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the result of any
 change in, or in the interpretation or application of, or the introduction
 of, any law or any regulation, request or requirement (whether or not having
 the force of law, but, if not having the force of law, with which the Bank
 or, as the case may be, its holding company habitually complies), is to
 change the capital adequacy treatment of the Borrowers Account Pledge from
 that applicable on the date of this Agreement in a manner which the Bank
 considers detrimental for the Bank; or                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | 3.7.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | it is determined
 by a Government Entity or banking supervisory authority, that the capital
 adequacy treatment of the Borrowers Account Pledge is not the one that the
 Bank was of the view it was on the date of this Agreement and such
 determination is in the Banks opinion detrimental for the Bank,                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the Bank shall
 forthwith give notice (the Suspension Notice) to the Borrower that
 the reduced Margin to be made available to the Borrower under certain
 conditions in respect to a part of the Loan equal to the moneys standing to the
 credit of the Borrowers Account at any relevant point of time, shall not be
 available to the Borrower under this Agreement from the date specified in the
 Suspension Notice until such time as the Bank notifies the Borrower that none
 of the circumstances specified in sub-clauses 3.7.1 or 3.7.2 above continues
 to exist, whereupon the reduced Margin shall be again available to the
 Borrower always on the terms provided in this Agreement.;
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3.1.6 | by deleting in the
 fifth line of clause 9.2.2 of the Principal Agreement the words without
 taking into account the benefit of any charterparty or other engagement
 concerning the Ship and by inserting in their place the words by taking
 into account the benefit or detriment of any Approved Charter Provided
 however that the benefit of such Approved Charter shall not be
 taken into account if a breach of a term of such Approved Charter has
 occurred allowing the charterer to terminate the Approved Charter and such
 breach is subsisting on the date of such valuation;
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.1.7 | by inserting in
 the second line of clause 15.3 after the words to the credit of the Cash
 Collateral Account the words or the Borrowers Account; and                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.1.8 | by inserting the
 following new clauses 15.5 and 15.6:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | 15.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Borrowers Account:
 withdrawals                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Unless the Bank
 otherwise agrees
 in writing, the Borrower shall not be entitled to withdraw any moneys from
 the Borrowers Account at any time from 13 March 2009 and so long as any
 moneys are owing under the Security Documents save that, unless and until a
 Default shall occur and the Bank shall direct to the contrary, the Borrower
 may request that moneys are released from the Borrowers Account subject
 always to the provisions of clause 9.2.7.                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | 15.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Charging of
 Borrowers Account                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The Borrowers
 Account and all amounts from time to time standing to the credit thereof
 shall be subject to the security constituted and the rights conferred by the
 Borrowers Account Pledge..                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3.2   | Continued
 force and effect                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | Save as amended by
 this Agreement, the provisions of the Principal Agreement and the other
 Security Documents shall continue in full force and effect and the Principal
 Agreement and this Agreement shall be read and construed as one instrument.                                                                                                                                                                                                                                                                                                                                           

4

---



|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4     | Amendment
 to Principal Master Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1   | Amendment
 to Principal Master Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | The Principal
 Master Agreement shall, with effect from the Effective Date, be deemed (and
 is hereby deemed) to have been amended as of 13 March 2009 (and the Principal
 Master Agreement (as so deemed to have been amended) will continue to be
 binding upon the Bank and the Borrower upon such terms as so deemed to have
 been amended) by inserting at the end of the definition of Loan Facility in
 Part 5, paragraph (e) of the Schedule to the Principal Master Agreement the
 words as amended, supplemented and/or novated from time to time.                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.2   | Continued
 force and effect                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | Save as amended by
 this Agreement the provisions of the Principal Master Agreement shall
 continue in full force and effect and the Principal Master Agreement and this
 Agreement shall be read and construed as one document.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5     | Representations
 and warranties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.1   | Primary
 representations and warranties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | The Borrower
 represents and warrants to the Bank that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.1.1 | Existing
 representations and warranties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | the
 representations and warranties set out in clause 8 of the Principal Agreement
 were true and correct on the date of the Principal Agreement and are true and
 correct, including to the extent that they may have been or shall be amended
 by this Agreement, as if made at the date of this Agreement with reference to
 the facts and circumstances existing at such date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.1.2 | Corporate power                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | each of the
 Relevant Parties has power to execute, deliver and perform its obligations
 under this Agreement; all necessary corporate, shareholder and other action
 has been taken by each of the Relevant Parties to authorise Ithe execution,
 delivery and performance of this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.1.3 | Binding
 obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | this Agreement
 constitutes valid and legally binding obligations of each of the Relevant
 Parties enforceable in accordance with its terms;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.1.4 | No conflict with
 other obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | the execution,
 delivery and performance of this Agreement by each of the Relevant Parties
 will not (i) contravene any existing law, statute, rule or regulation or any
 judgment, decree or permit to which any of the Relevant Parties is subject,
 (ii) conflict with, or result in any breach of any of the terms of, or
 constitute a default under, any agreement or other instrument to which any of
 the Relevant Parties is a party or is subject or by which any of the Relevant
 Parties or any of its property is bound or (iii) contravene or conflict with
 any provision of the constitutional documents of any of the Relevant Parties
 or (iv) result in the creation or imposition of or oblige any of the Relevant
 Parties to create any Encumbrance on any of their undertakings, assets,
 rights or revenues of any of the Relevant Parties;
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.1.5 | No filings
 required                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | it is not
 necessary to ensure the legality, validity, enforceability or admissibility
 in evidence of this Agreement that it or any other instrument be notarised,
 filed, recorded, registered or enrolled in any court, public office or
 elsewhere in any Relevant Jurisdiction or that any stamp, registration or
 similar tax or charge be paid in any Relevant Jurisdiction on or in relation
 to this Agreement and this Agreement is in proper form for its enforcement in
 the courts of the Relevant Jurisdiction;                                                                                                                                                                                                                                                                                                                                      

5

---



|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5.1.6 | Choice of law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | the choice of
 English law to govern this Agreement and the submissions by the Relevant
 Parties to the non-exclusive jurisdiction of the English courts are valid and
 binding; and                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.1.7 | Consents obtained                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | every consent,
 authorisation, licence or approval of, or registration or declaration to,
 governmental or public bodies or authorities or courts required by any of the
 Relevant Parties in connection with the execution, delivery, validity,
 enforceability or admissibility in evidence of this Agreement or the
 performance by each Relevant Party of its obligations under this Agreement
 has been obtained or made and is in full force and effect and there has been
 no default in the observance of any conditions or restrictions (if any)
 imposed in, or in connection with, any of the same.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.2   | Repetition
 of representations and warranties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | Each of the
 representations and warranties contained in clause 5.1 of this Agreement and
 clause 8 of the Principal Agreement (as amended by this Agreement) shall be
 deemed to be repeated by the Borrower on the Effective Date as if made with
 reference to the facts and circumstances existing on such day.                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6     | Conditions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.1   | Documents
 and evidence                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | The agreement of
 the Bank referred to in clause 2 shall be subject to the receipt by the
 Bank or its duly authorised representative of the documents and evidence
 specified in schedule 1 in form and substance satisfactory to the Bank.                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.2   | General
 conditions precedent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | The agreement of
 the Bank referred to in clause 2 shall be further subject to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.2.1 | the
 representations and warranties in clause 5 being true and correct on the
 Effective Date as if each was made with respect to the facts and
 circumstances existing at such time; and                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.2.2 | no Default having
 occurred and continuing at the time of the Effective Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.3   | Waiver
 of conditions precedent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | The conditions
 specified in this clause 6 are inserted solely for the benefit of the Bank
 and may be waived by the Bank in whole or in part with or without conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7     | Relevant
 Parties Confirmation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | Each of the
 Relevant Parties acknowledges and agrees, for the avoidance of doubt, that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7.1   | each of the Security Documents to which it is a party, and its
 obligations thereunder, shall remain in full force and effect notwithstanding
 the amendments made to the Principal Agreement and the Principal Master
 Agreement by this Agreement; and                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7.2   | with effect from the Effective Date, references to the Agreement or
 the Loan Agreement in any of the other Security Documents to which it is a
 party shall henceforth be references to the Principal Agreement as amended by
 this Agreement and as from time to time hereafter amended and references to
 the Master Swap Agreement in any of the other Security Documents shall
 henceforth be references to the Principal Master Agreement as amended by this
 Agreement and as from time to time hereafter amended and shall also be deemed
 to include the obligations of the Borrower hereunder.

6

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                      
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------
|8     | Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|8.1   | Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | The Borrower
 agrees to pay to the Bank on a full indemnity basis on demand all expenses
 (including legal and out-of-pocket expenses) incurred by the Bank:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|8.1.1 | in connection with
 the negotiation, preparation, execution and, where relevant, registration of
 this Agreement and of any amendment or extension of, or the granting of any
 waiver or consent under, this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|8.1.2 | in contemplation
 of, or otherwise in connection with, the enforcement of, or preservation of
 any rights under this Agreement or otherwise in respect of the monies owing
 and obligations incurred under this Agreement,                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | together with
 interest at the rate referred to in clause 3.4 of the Principal Agreement
 from the date on which such expenses were incurred to the date of payment (as
 well after as before judgement).                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|8.2   | Value
 Added Tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | All expenses
 payable pursuant to this clause 8 shall be paid together with value added tax
 or any similar tax (if any) properly chargeable thereon.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|8.3   | Stamp
 and other duties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | The Borrower
 agrees to pay to the Bank on demand all stamp, documentary, registration or
 other like duties or taxes (including any duties or taxes payable by the
 Bank) imposed on or in connection with this Agreement and shall indemnify the
 Bank against any liability arising by reason of any delay or omission by the
 Borrower to pay such duties or taxes.                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9     | Miscellaneous
 and notices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.1   | Notices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | Every notice,
 request, demand or other communication under this Agreement shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.1.1 | be in writing,
 delivered personally or by first-class prepaid letter (airmail if available)
 or telefax or other means of telecommunication in permanent written form;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.1.2 | be deemed to have
 been received, subject as otherwise provided in the relevant Security
 Document, in the case of a letter, when delivered personally or three (3)
 days after it has been put into the post and, in the case of a facsimile
 transmission or other means of telecommunication in permanent written form,
 at the time of despatch (provided that if the date of despatch is not a
 business day in the country of the addressee or, if the time of despatch is
 after the close of business in the country of the addressee, it shall be
 deemed to have been received at the opening of business on the next such
 business day); and
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.1.3 | be sent:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | if to the Relevant
 Parties or any of them:          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Karamanli Avenue                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 166 05 Voula                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Greece                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Fax
 No:             +30
 210 8956900                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Attention:          Constantine
 Adamopoulos         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                      
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | if to the Bank at:                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The Shipping
 Business Centre 5-10 Great Tower Street
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | London, EC3P 3HX                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | England                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Fax:                   +44
 207 085 7132             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Attention:          Shipping
 Business Centre        

7

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|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9.2                                                                                                                              | Counterparts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                 | This Agreement may
 be executed in any number of counterparts and by the different parties on
 separate counterparts, each of which when so executed and delivered shall be
 an original but all counterparts shall together constitute one and the same
 instrument.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10                                                                                                                               | Applicable
 law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.1                                                                                                                             | Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                 | This Agreement
 (and any non-contractual obligations connected with it) is governed by, and
 shall be construed in accordance with, English law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.2                                                                                                                             | Submission
 to jurisdiction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                 | Each of the
 Relevant Parties agrees, for the benefit of the Bank, that any legal action
 or proceedings arising out of or in connection with this Agreement (including
 any legal action or proceedings arising out of or in connection with any
 non-contractual obligations connected with it) against any of their assets
 may be brought in the English courts. Each of the Relevant Parties
 irrevocably and unconditionally submits to the jurisdiction of such courts
 and irrevocably designates, appoints and empowers Mr. Savvas Savvides at
 present of 24 Exeter Road, London N14 5JY England to receive for it and on
 its behalf, service of process issued out of the English courts in any such
 legal action or proceedings and each of the Relevant Parties further
 undertakes that, in the event that such individual passes away or cannot be
 found, each of the Relevant Parties hereby irrevocably and unconditionally
 authorises the Bank to designate, appoint and empower, on each of the
 Relevant Parties behalf, Messrs Cheeswrights or Messrs Saville & Co. at
 their then principal place of business in London, as substitute process
 agents of Mr. Savvas Savvides for the purposes of this clause. The submission
 to such jurisdiction shall not (and shall not be construed so as to) limit
 the right of the Bank to take proceedings against any of the Relevant Parties
 in the courts of any other competent jurisdiction nor shall the taking of
 proceedings in any one or more jurisdictions preclude the taking of
 proceedings in any other jurisdiction, whether concurrently or not. Each of
 the Relevant Parties further agrees that only the courts of England and not
 those of any other state shall have jurisdiction to determine any claim which
 any of the Relevant Parties may have against the Bank arising out of or in
 connection with this Agreement (including any claim arising out of or in
 connection with any non- contractual obligations connected with it).
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.3                                                                                                                             | Contracts
 (Rights of Third Parties) Act 1999                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                 | No term of this
 Agreement is enforceable under the Contracts (Rights of Third Parties) Act
 1999 by a person who is not a party to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|IN WITNESSwhereof the parties hereto have
 caused this Agreement to be duly executed as a deed on the date first above
 written.

8

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Schedule 1
Documents and evidence required as conditions precedent

(referred to in clause 6,1)

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                         
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1 | Corporate authorisations                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  | In relation to
 each of the Relevant Parties:                                                                                                                                                                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                | Constitutional documents                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    | copies certified
 by an officer of each of the Relevant Parties, as a true, complete and up to
 date copies, of all documents which contain or establish or relate to the
 constitution of that party or a secretarys certificate confirming that there
 have been no changes or amendments to the constitutional documents certified
 copies of which were previously delivered to the Bank pursuant to the
 Principal Agreement;                            
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                | Resolutions                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    | copies of
 resolutions of each of its board of directors and, if required following
 advice by the Banks counsel, its shareholders approving this Agreement and
 the terms and conditions hereof and authorising the signature, delivery and
 performance of each such partys obligations thereunder, certified (in a
 certificate dated no earlier than five (5) Banking Days prior to the date of
 this Agreement) by an officer of such Relevant Party as:
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | being true and
 correct;                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | being duly passed
 at meetings of the directors of such Relevant Party and, as the case may be,
 of the shareholders of such Relevant Party each duly convened and held;
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | not having been
 amended, modified or revoked; and                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | being in full
 force and effect,                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | together with
 originals or certified copies of any powers of attorney issued by any party
 pursuant to such resolutions; and                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                         
|  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                | Certificate of incumbency                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    | a list of
 directors and officers of each Relevant Party specifying the names and
 positions of such persons, certified (in a certificate dated no earlier than
 five (5) Banking Days prior to the date of this Agreement) by an officer of
 such Relevant Party to be true, complete and up to date;                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2 | Consents                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  | a certificate
 (dated no earlier than five (5) Banking Days prior to the date of this
 Agreement) from an officer of each of the Relevant Parties stating that no
 consents, authorisations, licences or approvals are necessary for such
 Relevant Party to authorise, or are required by each of the Relevant Parties
 or any other party (other than the Bank) in connection with, the execution,
 delivery, and performance of this Agreement;
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3 | Legal opinions                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  | such legal
 opinions in relation to the laws of the Republic of Liberia, the Republic of
 the Marshall Islands and the Republic of Panama and any other legal opinions
 as the Bank shall in its absolute discretion require;                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4 | Borrowers Account Pledge                                                                                                                                                                                                                                                                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  | the Borrowers
 Account Pledge duly executed; and                                                                                                                                                                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5 | Process agent                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  | a letter from each
 Relevant Partys agent for receipt of service of proceedings accepting its
 appointment under this Agreement as such Relevant Partys process agent.                                                                                                                                                                                                                                                                          

9

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|                             |   |                 
|---------------------------- | - | ----------------
|EXECUTEDas a DEED            | ) |                 
|by Konstantinos
 Adamopoulos | ) |                 
|for and on behalf
 of        | ) | Attorney-in-fact
|SOFFIVE SHIPPING CORPORATION | ) |                 
|as Borrower                  | ) |                 
|in the presence
 of:         | ) |                 

|            |                          | 
|----------- | ------------------------ | 
|            |                         
|Witness:    | Pinelopi - Anna
 Miliou  | 
|Name:       | Norton Rose LLP,
 Athens | 
|Address:    |                          | 
|Occupation: | Trainee Solicitor        | 

|                                |   |                 
|------------------------------- | - | ----------------
|EXECUTEDas a DEED               | ) |                 
|by Antonios
 Prigkis            | ) |                 
|for and on behalf
 of           | ) | Attorney-in-fact
|SAFETY MANAGEMENT OVERSEAS S.A. | ) |                 
|as Manager                      | ) |                 
|in the presence
 of:            | ) |                 

|            |                          | 
|----------- | ------------------------ | 
|            |                         
|Witness:    | Pinelopi - Anna
 Miliou  | 
|Name:       | Norton Rose LLP,
 Athens | 
|Address:    |                          | 
|Occupation: | Trainee Solicitor        | 

|                             |   |                 
|---------------------------- | - | ----------------
|EXECUTEDas a DEED            | ) |                 
|by Konstantinos
 Adamopoulos | ) |                 
|for and on behalf
 of        | ) | Attorney-in-fact
|SAFE BULKERS, INC.           | ) |                 
|as Corporate
 Guarantor      | ) |                 
|in the presence
 of:         | ) |                 

|            |                          | 
|----------- | ------------------------ | 
|            |                         
|Witness:    | Pinelopi - Anna
 Miliou  | 
|Name:       | Norton Rose LLP,
 Athens | 
|Address:    |                          | 
|Occupation: | Trainee Solicitor        | 

10

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|                               |   |                 
|------------------------------ | - | ----------------
|EXECUTEDas a DEED              | ) |                 
|by Fotis Bratimos              | ) |                 
|for and on behalf
 of          | ) | Attorney-in-fact
|THE ROYAL BANK OF SCOTLAND plc | ) |                 
|as Bank                        | ) |                 
|in the presence
 of:           | ) |                 

|            |                          | 
|----------- | ------------------------ | 
|            |                         
|Witness:    | Pinelopi - Anna
 Miliou  | 
|Name:       | Norton Rose LLP,
 Athens | 
|Address:    |                          | 
|Occupation: | Trainee Solicitor        | 

11

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