Exhibit 4.6


 


Safe Bulkers, Inc.

c/o Safety Management Overseas S.A.

32 Avenue K. Karamanli

P.O. Box 70837

16605 Voula

Athens, Greece


 


December 7, 2011


 


Polys Hajioannou

c/o Safety Management Overseas S.A.

32 Avenue K. Karamanli

P.O. Box 70837

16605 Voula

Athens, Greece


 


Vorini Holding Inc.

c/o Safety Management Overseas S.A.

32 Avenue K. Karamanli

P.O. Box 70837

16605 Voula

Athens, Greece


 


Machairiotissa Holdings Inc.

c/o Safety Management Overseas S.A.

32 Avenue K. Karamanli

P.O. Box 70837

16605 Voula

Athens, Greece


 


		Re:	Amendment No. 1 to Restrictive Covenant Agreement



 


To Whom It May Concern:


 


Reference is
hereby made to that attached Restrictive Covenant Agreement (the “Restrictive Covenant
Agreement”), dated as of May 29, 2008.


 


		1.	In
                                                                                                                                                                                                                             accordance
                                                                                                                                                                                                                             with
                                                                                                                                                                                                                             Section
                                                                                                                                                                                                                             8.1
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             Restrictive
                                                                                                                                                                                                                             Covenant
                                                                                                                                                                                                                             Agreement,
                                                                                                                                                                                                                             Safe
                                                                                                                                                                                                                             Bulkers
                                                                                                                                                                                                                             Inc.,
                                                                                                                                                                                                                             Vorini
                                                                                                                                                                                                                             Holdings
                                                                                                                                                                                                                             Inc,
                                                                                                                                                                                                                             Machairiotissa
                                                                                                                                                                                                                             Holdings
                                                                                                                                                                                                                             Inc.,
                                                                                                                                                                                                                             and
                                                                                                                                                                                                                             Polys
                                                                                                                                                                                                                             Hajioannou
                                                                                                                                                                                                                             hereby
                                                                                                                                                                                                                             amend
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             Restrictive
                                                                                                                                                                                                                             Covenant
                                                                                                                                                                                                                             Agreement
                                                                                                                                                                                                                             by
                                                                                                                                                                                                                             replacing
                                                                                                                                                                                                                             in
                                                                                                                                                                                                                             its
                                                                                                                                                                                                                             entirety
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             definition
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             term
                                                                                                                                                                                                                             “Proposed
                                                                                                                                                                                                                             Change
                                                                                                                                                                                                                             in
                                                                                                                                                                                                                             Control
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             Manager”
                                                                                                                                                                                                                             contained
                                                                                                                                                                                                                             in
                                                                                                                                                                                                                             Section
                                                                                                                                                                                                                             1.1
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             Restrictive
                                                                                                                                                                                                                             Covenant
                                                                                                                                                                                                                             Agreement
                                                                                                                                                                                                                             with
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             following:



 


““Proposed
Change in Control of the Manager” means:


 


		(a)	the
                                                                                                                                                                                                                                 approval
                                                                                                                                                                                                                                 by
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 board
                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                 directors
                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 Manager
                                                                                                                                                                                                                                 or
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 shareholders
                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 Manager
                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                 a
                                                                                                                                                                                                                                 proposed
                                                                                                                                                                                                                                 sale
                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                 all
                                                                                                                                                                                                                                 or
                                                                                                                                                                                                                                 substantially
                                                                                                                                                                                                                                 all
                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 assets
                                                                                                                                                                                                                                 or
                                                                                                                                                                                                                                 property
                                                                                                                                                                                                                                 of







    	 



    	



    





	 	 	the
                                                                                                                                Manager
                                                                                                                                necessary
                                                                                                                                for
                                                                                                                                the
                                                                                                                                performance
                                                                                                                                of
                                                                                                                                its
                                                                                                                                services
                                                                                                                                under
                                                                                                                                this
                                                                                                                                Agreement;
                                                                                                                                or
	 	 	 
		(b)	the
                                                                                                                                                                                                                                 approval
                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                 any
                                                                                                                                                                                                                                 transaction
                                                                                                                                                                                                                                 that
                                                                                                                                                                                                                                 would
                                                                                                                                                                                                                                 result
                                                                                                                                                                                                                                 in:



 


		(i)	the
                                                                                                                                                                                                                                 Hajioannou
                                                                                                                                                                                                                                 Entities
                                                                                                                                                                                                                                 beneficially
                                                                                                                                                                                                                                 owning,
                                                                                                                                                                                                                                 directly
                                                                                                                                                                                                                                 or
                                                                                                                                                                                                                                 indirectly,
                                                                                                                                                                                                                                 less
                                                                                                                                                                                                                                 than
                                                                                                                                                                                                                                 60%
                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 outstanding
                                                                                                                                                                                                                                 voting
                                                                                                                                                                                                                                 securities
                                                                                                                                                                                                                                 or
                                                                                                                                                                                                                                 voting
                                                                                                                                                                                                                                 power
                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 Manager
                                                                                                                                                                                                                                 or
                                                                                                                                                                                                                                 Machairiotissa
                                                                                                                                                                                                                                 Holdings,
                                                                                                                                                                                                                                 respectively;
                                                                                                                                                                                                                                 or



 


		(ii)	the
                                                                                                                                                                                                                                  Hajioannou
                                                                                                                                                                                                                                  Entities
                                                                                                                                                                                                                                  together
                                                                                                                                                                                                                                  with
                                                                                                                                                                                                                                  all
                                                                                                                                                                                                                                  directors,
                                                                                                                                                                                                                                  officers
                                                                                                                                                                                                                                  and
                                                                                                                                                                                                                                  employees
                                                                                                                                                                                                                                  of
                                                                                                                                                                                                                                  the
                                                                                                                                                                                                                                  Manager
                                                                                                                                                                                                                                  beneficially
                                                                                                                                                                                                                                  owning,
                                                                                                                                                                                                                                  directly
                                                                                                                                                                                                                                  or
                                                                                                                                                                                                                                  indirectly,
                                                                                                                                                                                                                                  less
                                                                                                                                                                                                                                  than
                                                                                                                                                                                                                                  80%
                                                                                                                                                                                                                                  of
                                                                                                                                                                                                                                  the
                                                                                                                                                                                                                                  outstanding
                                                                                                                                                                                                                                  voting
                                                                                                                                                                                                                                  securities
                                                                                                                                                                                                                                  or
                                                                                                                                                                                                                                  voting
                                                                                                                                                                                                                                  power
                                                                                                                                                                                                                                  of
                                                                                                                                                                                                                                  the
                                                                                                                                                                                                                                  Manager
                                                                                                                                                                                                                                  or
                                                                                                                                                                                                                                  Machairiotissa
                                                                                                                                                                                                                                  Holdings,
                                                                                                                                                                                                                                  respectively.



 


For purposes of this definition, the term
Hajioannou Entities shall exclude reference to Machairiotissa Holdings.”


 


		2.	Except
                                                                                                                                                                                                                             as
                                                                                                                                                                                                                             expressly
                                                                                                                                                                                                                             amended
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             modified
                                                                                                                                                                                                                             by
                                                                                                                                                                                                                             this
                                                                                                                                                                                                                             letter
                                                                                                                                                                                                                             agreement,
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             Restrictive
                                                                                                                                                                                                                             Covenant
                                                                                                                                                                                                                             Agreement
                                                                                                                                                                                                                             shall
                                                                                                                                                                                                                             continue
                                                                                                                                                                                                                             and
                                                                                                                                                                                                                             remain
                                                                                                                                                                                                                             in
                                                                                                                                                                                                                             full
                                                                                                                                                                                                                             force
                                                                                                                                                                                                                             and
                                                                                                                                                                                                                             effect
                                                                                                                                                                                                                             in
                                                                                                                                                                                                                             accordance
                                                                                                                                                                                                                             with
                                                                                                                                                                                                                             its
                                                                                                                                                                                                                             terms.



 


		3.	This
                                                                                                                                                                                                                             letter
                                                                                                                                                                                                                             agreement
                                                                                                                                                                                                                             shall
                                                                                                                                                                                                                             be
                                                                                                                                                                                                                             governed
                                                                                                                                                                                                                             by,
                                                                                                                                                                                                                             and
                                                                                                                                                                                                                             construed
                                                                                                                                                                                                                             in
                                                                                                                                                                                                                             accordance
                                                                                                                                                                                                                             with,
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             laws
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             England.



 


	4.	(a)	Any dispute arising out of or in connection with
    this letter agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory
    modification or re−enactment thereof save to the extent necessary to give effect to the provisions of this Section 5.
    The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at
    the time when the arbitration proceedings are commenced.



 


		(b)	The
                                                                                                                                                                                                                                 reference
                                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                                 be
                                                                                                                                                                                                                                 to
                                                                                                                                                                                                                                 three
                                                                                                                                                                                                                                 arbitrators.
                                                                                                                                                                                                                                 If
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 Company
                                                                                                                                                                                                                                 on
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 one
                                                                                                                                                                                                                                 hand
                                                                                                                                                                                                                                 or
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 Hajioannou
                                                                                                                                                                                                                                 Entities
                                                                                                                                                                                                                                 on
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 other
                                                                                                                                                                                                                                 (with
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 Hajioannou
                                                                                                                                                                                                                                 Entities
                                                                                                                                                                                                                                 being
                                                                                                                                                                                                                                 treated
                                                                                                                                                                                                                                 as
                                                                                                                                                                                                                                 one
                                                                                                                                                                                                                                 party
                                                                                                                                                                                                                                 for
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 purposes
                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                 this
                                                                                                                                                                                                                                 Section
                                                                                                                                                                                                                                 5)
                                                                                                                                                                                                                                 wish
                                                                                                                                                                                                                                 to
                                                                                                                                                                                                                                 refer
                                                                                                                                                                                                                                 a
                                                                                                                                                                                                                                 dispute
                                                                                                                                                                                                                                 to
                                                                                                                                                                                                                                 arbitration,
                                                                                                                                                                                                                                 that
                                                                                                                                                                                                                                 party
                                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                                 appoint
                                                                                                                                                                                                                                 its
                                                                                                                                                                                                                                 arbitrator
                                                                                                                                                                                                                                 and
                                                                                                                                                                                                                                 send
                                                                                                                                                                                                                                 notice
                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                 such
                                                                                                                                                                                                                                 appointment
                                                                                                                                                                                                                                 in
                                                                                                                                                                                                                                 writing
                                                                                                                                                                                                                                 to
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 other
                                                                                                                                                                                                                                 party
                                                                                                                                                                                                                                 requiring
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 other
                                                                                                                                                                                                                                 party
                                                                                                                                                                                                                                 to
                                                                                                                                                                                                                                 appoint
                                                                                                                                                                                                                                 its
                                                                                                                                                                                                                                 own
                                                                                                                                                                                                                                 arbitrator
                                                                                                                                                                                                                                 within
                                                                                                                                                                                                                                 14
                                                                                                                                                                                                                                 calendar
                                                                                                                                                                                                                                 days
                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                 that
                                                                                                                                                                                                                                 notice
                                                                                                                                                                                                                                 and
                                                                                                                                                                                                                                 stating
                                                                                                                                                                                                                                 that
                                                                                                                                                                                                                                 it
                                                                                                                                                                                                                                 will
                                                                                                                                                                                                                                 appoint
                                                                                                                                                                                                                                 its
                                                                                                                                                                                                                                 arbitrator
                                                                                                                                                                                                                                 as
                                                                                                                                                                                                                                 sole
                                                                                                                                                                                                                                 arbitrator
                                                                                                                                                                                                                                 unless
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 other
                                                                                                                                                                                                                                 party
                                                                                                                                                                                                                                 appoints
                                                                                                                                                                                                                                 its
                                                                                                                                                                                                                                 own
                                                                                                                                                                                                                                 arbitrator
                                                                                                                                                                                                                                 and
                                                                                                                                                                                                                                 gives
                                                                                                                                                                                                                                 notice
                                                                                                                                                                                                                                 that
                                                                                                                                                                                                                                 it
                                                                                                                                                                                                                                 has
                                                                                                                                                                                                                                 done
                                                                                                                                                                                                                                 so
                                                                                                                                                                                                                                 within
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 14
                                                                                                                                                                                                                                 days
                                                                                                                                                                                                                                 specified.
                                                                                                                                                                                                                                 If
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 other
                                                                                                                                                                                                                                 party
                                                                                                                                                                                                                                 does
                                                                                                                                                                                                                                 not
                                                                                                                                                                                                                                 appoint
                                                                                                                                                                                                                                 its
                                                                                                                                                                                                                                 own
                                                                                                                                                                                                                                 arbitrator
                                                                                                                                                                                                                                 and
                                                                                                                                                                                                                                 give
                                                                                                                                                                                                                                 notice
                                                                                                                                                                                                                                 that
                                                                                                                                                                                                                                 it
                                                                                                                                                                                                                                 has
                                                                                                                                                                                                                                 done
                                                                                                                                                                                                                                 so
                                                                                                                                                                                                                                 within
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 14
                                                                                                                                                                                                                                 days
                                                                                                                                                                                                                                 specified,
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 party
                                                                                                                                                                                                                                 referring
                                                                                                                                                                                                                                 a
                                                                                                                                                                                                                                 dispute
                                                                                                                                                                                                                                 to
                                                                                                                                                                                                                                 arbitration
                                                                                                                                                                                                                                 may,
                                                                                                                                                                                                                                 without
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 requirement
                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                 any
                                                                                                                                                                                                                                 further
                                                                                                                                                                                                                                 prior
                                                                                                                                                                                                                                 notice
                                                                                                                                                                                                                                 to
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 other
                                                                                                                                                                                                                                 party,
                                                                                                                                                                                                                                 appoint
                                                                                                                                                                                                                                 its
                                                                                                                                                                                                                                 arbitrator
                                                                                                                                                                                                                                 as
                                                                                                                                                                                                                                 sole
                                                                                                                                                                                                                                 arbitrator
                                                                                                                                                                                                                                 and
                                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                                 advise
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 other
                                                                                                                                                                                                                                 party
                                                                                                                                                                                                                                 accordingly.
                                                                                                                                                                                                                                 The
                                                                                                                                                                                                                                 award
                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                 a
                                                                                                                                                                                                                                 sole
                                                                                                                                                                                                                                 arbitrator
                                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                                 be
                                                                                                                                                                                                                                 binding
                                                                                                                                                                                                                                 on
                                                                                                                                                                                                                                 both
                                                                                                                                                                                                                                 parties
                                                                                                                                                                                                                                 as
                                                                                                                                                                                                                                 if
                                                                                                                                                                                                                                 he
                                                                                                                                                                                                                                 had
                                                                                                                                                                                                                                 been
                                                                                                                                                                                                                                 appointed
                                                                                                                                                                                                                                 by
                                                                                                                                                                                                                                 agreement.
                                                                                                                                                                                                                                 Nothing
                                                                                                                                                                                                                                 herein
                                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                                 prevent
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 parties
                                                                                                                                                                                                                                 agreeing
                                                                                                                                                                                                                                 in
                                                                                                                                                                                                                                 writing
                                                                                                                                                                                                                                 to
                                                                                                                                                                                                                                 vary
                                                                                                                                                                                                                                 these
                                                                                                                                                                                                                                 provisions
                                                                                                                                                                                                                                 to
                                                                                                                                                                                                                                 provide
                                                                                                                                                                                                                                 for
                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                 appointment
                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                 a
                                                                                                                                                                                                                                 sole
                                                                                                                                                                                                                                 arbitrator.







    	2



    	



    

		5.	This
                                                                                                                                                                                                                             letter
                                                                                                                                                                                                                             agreement
                                                                                                                                                                                                                             may
                                                                                                                                                                                                                             not
                                                                                                                                                                                                                             be
                                                                                                                                                                                                                             amended,
                                                                                                                                                                                                                             waived
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             discharged
                                                                                                                                                                                                                             except
                                                                                                                                                                                                                             by
                                                                                                                                                                                                                             an
                                                                                                                                                                                                                             instrument
                                                                                                                                                                                                                             in
                                                                                                                                                                                                                             writing
                                                                                                                                                                                                                             executed
                                                                                                                                                                                                                             by
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             party
                                                                                                                                                                                                                             against
                                                                                                                                                                                                                             whom
                                                                                                                                                                                                                             enforcement
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             such
                                                                                                                                                                                                                             amendment,
                                                                                                                                                                                                                             waiver
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             discharge
                                                                                                                                                                                                                             is
                                                                                                                                                                                                                             sought.



 


		6.	This
                                                                                                                                                                                                                             letter
                                                                                                                                                                                                                             agreement
                                                                                                                                                                                                                             may
                                                                                                                                                                                                                             be
                                                                                                                                                                                                                             executed
                                                                                                                                                                                                                             in
                                                                                                                                                                                                                             two
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             more
                                                                                                                                                                                                                             counterparts,
                                                                                                                                                                                                                             each
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             which
                                                                                                                                                                                                                             will
                                                                                                                                                                                                                             be
                                                                                                                                                                                                                             deemed
                                                                                                                                                                                                                             an
                                                                                                                                                                                                                             original,
                                                                                                                                                                                                                             all
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             which
                                                                                                                                                                                                                             taken
                                                                                                                                                                                                                             together
                                                                                                                                                                                                                             shall
                                                                                                                                                                                                                             constitute
                                                                                                                                                                                                                             one
                                                                                                                                                                                                                             and
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             same
                                                                                                                                                                                                                             instrument.



 


[Signature Page Follows]






    	3



    	



    

If the foregoing is acceptable to you,
please sign and return a copy of this letter, whereupon it will constitute a binding amendment to the Restrictive Covenant Agreement.


 







	 	Very truly yours,
	 	SAFE BULKERS, INC.
	 	 	 
	 	By:	/s/Loukas Barmparis
	 	Name:	Loukas Barmparis
	 	Title:	President


 


Accepted and agreed to as of the date first written above by:


 


POLYS HAJIOANNOU


 


	By:	/s/Polys Hajioannou	 
	Name:	Polys Hajioannou	 





 


VORINI HOLDINGS INC.


 


	By:	/s/George Papdopoulos	 
	Name:	George Papadopoulos	 
	Title:	President	 


 


MACHAIRIOTISSA HOLDINGS INC.


 


	By:	/s/Loukas Barmparis	 
	Name:	Loukas Barmparis	 
	Title:	President	 



 


[Signature Page
- Amendment to Restrictive Covenant Agreement]