Exhibit 4.9


 




 


Polys Hajioannou

c/o Safety Management Overseas S.A.

32 Avenue K. Karamanli

P.O. Box 70837

16605 Voula

Athens, Greece


 


February 25, 2014


 


Safe Bulkers, 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 the attached
Restrictive Covenant Agreement (the “Restrictive Covenant Agreement”), dated as of May 29, 2008 by and
among Safe Bulkers, Inc., a Marshall Islands corporation (the “Company”) and Polys Hajioannou (“P.
Hajioannou”).


 


	1.	In accordance with Section 8.1 of the Restrictive Covenant Agreement, the Company and P. Hajioannou
hereby amend the Restrictive Covenant Agreement by extending the list of Section 3.2 thereto by adding a new clause (e) which shall
read in its entirety as follows:
	 	 
	 	“with respect to a maximum
of four (4) Drybulk Vessels on the water at any one time and with respect to contracts with shipyards for newbuild DryBulk Vessels
to be, directly or indirectly, owned, operated or financed by P. Hajioannou as part of his estate planning for the benefit of one
or more of his children, provided that, in the same manner contemplated with respect to a Permitted Acquisition, (i) prior
to the acquisition of any such Drybulk Vessels or entry into any such newbuilding contracts, such Drybulk Vessels or such newbuilding
contracts (A) have been first offered to the Company and refused by the majority of the Independent Directors and (B) have been
acquired or invested in on terms and conditions as to price that are not more favorable, and on such other terms and conditions
that are not materially more favorable, to the acquiror than those offered to the Company; and (ii) such DryBulk Vessels or such
newbuilding contracts shall be subject to the Permitted Acquisition First Offer Right, and P. Hajioannou shall cause any of his
children who owns or controls such a Drybulk Vessels or who are party to such newbuilding contractsto comply with such Permitted
Acquisition First Offer Right. For the purpose of this Section 3.2(e) it is understood and agreed that (i) the transfer of control
of any such DryBulk Vessel or assignment or other transfer of




    	 



    	



    





 


	 	such a newbuilding contract from
P. Hajioannou to any of his children shall not trigger a Permitted Acquisition First Offer Right and (ii) commercial management
for such Drybulk Vessels may be performed by the Manager or any other person.”
	 	 
	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
                                           reenactment thereof save to the extent necessary to give effect to the provisions of
                                           this Section 4. 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 a party wishes 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.



 


	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]



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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,
	 	 
	 	POLYS HAJIOANNOU
	 	 
	 	By: 	/s/ Polys Hajioannou
	 	Name: Polys Hajioannou



 




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


 


SAFE BULKERS, INC.


 


	By: 	/s/ Loukas Barmparis	 



Name: Loukas Barmparis


Title: President


 





[Signature Page - Amendment to Restrictive
Covenant Agreement]