Exhibit 4.4


 


Safety Management Overseas S.A.

32 Avenue K. Karamanli

P.O. Box 70837

16605 Voula

Athens, Greece


 


February 25, 2014


 


Safe Bulkers, Inc.


32 Avenue K. Karamanli

P.O. Box 70837

16605 Voula

Athens, Greece


 


Re: Amendment No.
3 to Management Agreement


 


To Whom It May Concern:


 


Reference is hereby made to the attached
Management Agreement (the “Management Agreement”), dated as of May 29, 2008, as amended thereafter, by and between
Safe Bulkers, Inc., a corporation formed under the laws of the Republic of The Marshall Islands (the “Parent”),
and Safety Management Overseas S.A., a corporation organized under the laws of the Republic of Panama (the “Manager”).


 


		1.	In accordance with Section 18.1 of the Management Agreement, the
Parent and the Manager hereby amend the Management Agreement by replacing in its entirety clause (b) of Section 12.4 thereto with
the following:



 


“(b) Subject to Section
4.10, the Manager may engage in Manager Competitive Activities pursuant to its involvement with the Parent and with respect to
the following: (i) Drybulk Vessels that are owned or operated (which includes chartering−in activities) by the Hajioannou
Entities or the children of Polys Hajioannou and (ii) Drybulk Vessel Businesses that are acquired, invested in or controlled by
the Hajioannou Entities or the children of Polys Hajioannou, in the case of each of clauses (i) and (ii), subject to compliance
with, or waivers of, the Hajioannou Restrictive Covenant Agreement and the Other Restrictive Covenant Agreements, as applicable.”


 


		2.	Except as expressly amended or modified by this letter agreement,
the Management 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 Management Agreement.



 


	 	Very truly yours,
	 	 
	 	SAFETY MANAGEMENT OVERSEAS S.A.
	 	 
	 	By:	/s/ George Papadorpoulos	 
	 	Name: George Papadorpoulos
	 	Title: President


 


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 the Management Agreement]