Exhibit 4.5

 
	
  

 
	
 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:
 	
      
 
	
  
 	
  
 	

 
 
	
  
 	
 Name:
 	
 Loukas Barmparis
 
	
  
 	
 Title:
 	
 President
 



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


	
  

 	
  

 	
  

 
	
 POLYS HAJIOANNOU

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
      

 	
  

 
	
  

 	

 


 	
  

 
	
 Name:

 	
 Polys Hajioannou

 	
  

 
	
  

 	
  

 	
  

 
	
 VORINI HOLDINGS INC.

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
      

 	
  

 
	
  

 	

 


 	
  

 
	
 Name:

 	
 George Papadopoulos

 	
  

 
	
 Title:

 	
 President

 	
  

 
	
  

 	
  

 	
  

 
	
 MACHAIRIOTISSA HOLDINGS INC.

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
     

 	
  

 
	
  

 	

 


 	
  

 
	
 Name:

 	
 Loukas Barmparis

 	
  

 
	
 Title:

 	
 President

 	
  

 


 [Signature Page - Amendment to Restrictive
Covenant Agreement]