Exhibit 4.2

 
	
  

 
	
 Safety Management Overseas S.A.

 
	
 32 Avenue K. Karamanli

 
	
 P.O. Box 70837

 
	
 16605 Voula 

 
	
 Athens, Greece

 



December 7, 2011


Safe Bulkers, Inc.

32 Avenue K. Karamanli 

P.O. Box 70837

16605 Voula 

Athens, Greece


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Amendment No. 1 to
 Management Agreement 

 


To
Whom It May Concern:


Reference
is hereby made to that certain Management Agreement (the “Management
Agreement”), dated as of May 29, 2008, 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 in accordance with the
 amendments contained herein.

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The
 Management Agreement is hereby amended by adding the following definition to
 Section 1.1:

 
	
  

 	
  

 	
  

 
	
  

 	
 ““Machairiotissa”
 means Machairiotissa Holdings Inc., a company organized and existing under
 the laws of the Republic of the Marshall Islands.”

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The
 Management Agreement is hereby amended by replacing in its entirety the
 definition of the term “Proposed Change in Control of the Manager”
 contained in Section 1.1 of the Management 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, 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, respectively.

 


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


	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The
 Management Agreement is hereby amended by adding thereto a new Section 14.5
 which shall read in its entirety as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 “Upon
 request of the Parent, the Manager shall promptly disclose to the Parent the
 respective ownership, both record and beneficial, interests in the Manager of
 (a) the Hajioannou Entities, (b) directors, officers and employees of the
 Manager as a group, and (c) any other persons who are record or beneficial
 owners of the Manager, together with the identities of such other persons.”

 






	
  

 	
  

 	
  

 
	
 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 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. A party wishing to refer a dispute
 to arbitration 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 Management
Agreement.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Very truly yours,

 
	
  

 	
  

 
	
  

 	
 SAFETY MANAGEMENT OVERSEAS
 S.A.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	


 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
  

 	
 George Papadorpoulos

 
	
  

 	
 Title:

 	
  

 	
 President

 






	
  

 	
  

 	
  

 	
  

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

 
	
  

 
	
 SAFE BULKERS, INC.

 
	
  

 	
  

 	
  

 
	
 By: 

 	
  

 	


 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
 Name:

 	
  

 	
 Loukas Barmparis

 
	
 Title:

 	
  

 	
 President

 


 [Signature Page - Amendment to
Management Agreement]