Exhibit 4.42


Private & Confidential


	
 

	
 

	
 


	
 

	
Dated as of 6 April 2009

	
 


	
 

	



	
 






SECOND SUPPLEMENTAL AGREEMENT

relating to a

loan of (originally) US$45,000,000


to

SOFFIVE SHIPPING CORPORATION


provided by

THE ROYAL BANK OF SCOTLAND PLC









Contents


	
 

	
 

	
 

	
 


	
Clause

	
 

	
 

	
Page


	
 

	
 

	
 

	
 


	
1

	
 

	
Definitions

	
1


	
 

	
 

	
 

	
 


	
2

	
 

	
Agreement of the
 Bank

	
2


	
 

	
 

	
 

	
 


	
3

	
 

	
Amendments to
 Principal Agreement

	
3


	
 

	
 

	
 

	
 


	
4

	
 

	
Amendment to
 Principal Master Agreement

	
5


	
 

	
 

	
 

	
 


	
5

	
 

	
Representations
 and warranties

	
5


	
 

	
 

	
 

	
 


	
6

	
 

	
Conditions

	
6


	
 

	
 

	
 

	
 


	
7

	
 

	
Relevant Parties’
 Confirmation

	
6


	
 

	
 

	
 

	
 


	
8

	
 

	
Expenses

	
7


	
 

	
 

	
 

	
 


	
9

	
 

	
Miscellaneous and
 notices

	
7


	
 

	
 

	
 

	
 


	
10

	
 

	
Applicable law

	
8


	
 

	
 

	
 

	
 


	
Schedule 1
 Documents and evidence required as conditions precedent

	
9












	
 

	
 

	
 


	
THIS SECOND SUPPLEMENTAL AGREEMENT is dated as of 6 April 2009 and
 made BETWEEN:


	
 

	
 

	
 


	
(1)

	
SOFFIVE SHIPPING CORPORATION, a corporation incorporated in
 the Republic of Liberia with its registered office at 80 Broad Street,
 Monrovia, Liberia (the “Borrower”);


	
 

	
 


	
(2)

	
SAFETY MANAGEMENT OVERSEAS S.A., a corporation incorporated in
 the Republic of Panama with its registered office at Edificio Torre
 Universal, Piso 12, Avenida Federico Boyd, P.O. Box 8807, Panama, Republic of
 Panama (the “Manager”);


	
 

	
 


	
(3)

	
SAFE BULKERS, INC., a corporation incorporated in
 The Republic of the Marshall Islands with its registered office at Trust
 Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
 MH96960 (the “Guarantor”); and


	
 

	
 


	
(4)

	
THE ROYAL BANK OF SCOTLAND PLC of 5-10 Great Tower Street,
 London EC3P 3HX, England (the “Bank”).


	
 

	
 


	
WHEREAS:


	
 


	
(A)

	
this Agreement is
 supplemental to a loan agreement dated 19 November 2007 made between (1) the
 Borrower and (2) the Bank (the “Original Agreement”) as supplemented by a
 first supplemental agreement dated 23 May 2008 made between the Borrower, the
 Bank and the Manager (the “First Supplemental Agreement” and,
 together with the Original Agreement, the “Principal Agreement”)
 relating to a multi-currency loan of (originally) Forty five million Dollars
 ($45,000,000), advanced by the Bank to the Borrower, of which the principal
 amount outstanding at the date hereof is $43,200,000;


	
 

	
 


	
(B)

	
this Agreement is
 also supplemental to a 1992 Principal Master Agreement dated 19 November 2007
 (the “Principal
 Master Agreement”) made between the Borrower and the Bank; and


	
 

	
 


	
(C)

	
this Agreement
 sets out the terms and conditions upon which the Bank provides, at the
 request of the Borrower, its consent to


	
 

	
 


	
 

	
(a)

	
certain amendments
 to the terms and conditions applicable to the Loan and the Principal
 Agreement agreed to by the Borrower and the Bank; and


	
 

	
 

	
 


	
 

	
(b)

	
certain
 consequential changes to the Principal Agreement and the Principal Master
 Agreement required in connection with the above and agreed to by the Borrower
 and the Bank.


	
 

	
 

	
 


	
NOW IT IS HEREBY AGREED as follows:


	
 

	
 

	
 


	
      1

	
Definitions


	
 

	
 

	
 


	
   1.1

	
Defined
 expressions


	
 

	
 

	
 


	
 

	
Words and
 expressions defined in the Principal Agreement shall unless the context
 otherwise requires or unless otherwise defined herein, have the same meanings
 when used in this Agreement.


	
 

	
 

	
 


	
   1.2

	
Definitions


	
 

	
 

	
 


	
 

	
In this Agreement,
 unless the context otherwise requires:


	
 

	
 

	
 


	
 

	
“Borrower’s
 Account” means an interest bearing Dollar account of the Borrower
 opened with the Bank designated RBSPASOF-USDA and includes any other account
 designated in writing by the Bank to be a Borrower’s Account for the purposes
 of this Agreement;



	
 

	
 

	
 


	
 

	
“Borrower’s
 Account Pledge” means the first priority pledge executed or (as
 the context may require) to be executed by the Borrower in favour of the Bank
 in respect of the Borrower’s Account in such form as the Bank may in its
 absolute discretion require;



	
 

	
 

	
 


	
 

	
“Effective
 Date” means the date, no later than 27 April 2009, on which the
 Bank has received the documents and evidence specified in clause 6 and
 schedule 1 in a form and substance satisfactory to it;






1






	
 

	
 


	
 

	
“Government
 Entity” means and includes (whether having a distinct legal
 personality or not) any national or local government authority, board,
 commission, department, division, organ, instrumentality, court or agency and
 any association, organisation or institution of which any of the foregoing is
 a member or to whose jurisdiction any of the foregoing is subject or in whose
 activities any of the foregoing is a participant;


	
 

	
 


	
 

	
“Indebtedness”
 means any obligation for the payment or repayment of money, whether as
 principal or as surety and whether present or future, actual or contingent;


	
 

	
 


	
 

	
“Loan
 Agreement” means the Principal Agreement as amended by this
 Agreement; and


	
 

	
 


	
 

	
“Relevant
 Parties” means, together, the Borrower, the Manager and the
 Corporate Guarantor or, where the context so requires or permits, means any
 of them.


	
 

	
 


	
   1.3

	
Principal
 Agreement and Principal Master Agreement


	
 

	
 


	
 

	
References in the
 Principal Agreement and in the Principal Master Agreement to “this Agreement”
 shall, with effect from the Effective Date and unless the context otherwise
 requires, be references to the Principal Agreement and the Principal Master
 Agreement in either case as amended by this Agreement and words such as “herein”,
 “hereof, “hereunder”, “hereafter”, “hereby” and “hereto”, where they appear
 in the Principal Agreement or, as the case may be, in the Principal Master
 Agreement, shall be construed accordingly.


	
 

	
 


	
   1.4

	
Headings


	
 

	
 


	
 

	
Clause headings
 and the table of contents are inserted for convenience of reference only and
 shall be ignored in the interpretation of this Agreement.


	
 

	
 


	
   1.5

	
Construction
 of certain terms


	
 

	
 


	
 

	
In this Agreement,
 unless the context otherwise requires:


	
 

	
 


	
1.5.1

	
references to
 clauses and schedules are to be construed as references to clauses of, and
 schedules to, this Agreement and references to this Agreement includes its
 schedules;


	
 

	
 


	
1.5.2

	
references to (or
 to any specified provision of) this Agreement or any other document shall be
 construed as references to this Agreement, that provision or that document as
 in force for the time being and as amended in accordance with terms thereof,
 or, as the case may be, with the agreement of the relevant parties;


	
 

	
 


	
1.5.3

	
references to a “regulation”
 include any present or future regulation, rule, directive, requirement,
 request or guideline (whether or not having the force of law) of any agency,
 authority, central bank or government department or any self-regulatory or
 other national or supra-national authority;


	
 

	
 


	
1.5.4

	
words importing
 the plural shall include the singular and vice versa;


	
 

	
 


	
1.5.5

	
references to a
 time of day are to London time;


	
 

	
 


	
1.5.6

	
references to a
 person shall be construed as references to an individual, firm, company, corporation,
 unincorporated body of persons or any Government Entity; 


	
 

	
 


	
1.5.7

	
references to a “guarantee”
 include references to an indemnity or other assurance against financial loss
 including, without limitation, an obligation to purchase assets or services
 as a consequence of a default by any other person to pay any Indebtedness and
 “guaranteed”
 shall be construed accordingly; and


	
 

	
 


	
1.5.8

	
references to any
 enactment shall be deemed to include references to such enactment as
 re-enacted, amended or extended.


	
 

	
 


	
      2

	
Agreement
 of the Bank


	
 

	
 


	
 

	
The Bank, relying
 upon the representations and warranties on the part of the Borrower contained
 in clause 5, agrees with the Borrower that, subject to the terms and
 conditions of this Agreement and with effect on the Effective Date, the Bank
 consents and agrees to the amendment of (a) the Principal Agreement on the
 terms set out in clause 3 and (b) the Principal Master Agreement on the terms
 set out in clause 4.





2






	
 

	
 

	
 


	
      3

	
Amendments
 to Principal Agreement


	
 

	
 


	
   3.1

	
Amendments
 to Principal Agreement


	
 

	
 


	
 

	
The Principal
 Agreement shall, with effect on and from the Effective Date, be deemed (and
 is hereby deemed) to have been amended as of 13 March 2009 in accordance with
 the following provisions (and the Principal Agreement (as so deemed to have
 been amended) will continue to be binding upon each of the parties hereto
 upon such terms as so deemed to have been amended):


	
 

	
 


	
3.1.1

	
by deleting in
 clause 1.2 of the Principal Agreement the definitions of “Margin”
 and “Supplemental
 Agreement”;


	
 

	
 


	
3.1.2

	
by inserting in
 clause 1.2 of the Principal Agreement the following new definitions of “Approved
 Charter”, “Borrower’s Account”, “Borrower’s
 Account Pledge”, “First Supplemental Agreement”, “Margin”,
 “Second
 Supplemental Agreement”, “Supplemental Agreements” and “Suspension
 Notice” in the correct alphabetical order:


	
 

	
 


	
 

	
““Approved
 Charter” means, at any relevant time, any charter or other
 contract of employment entered into by the Borrower in respect of the Ship,
 which:


	
 

	
 


	
 

	
(a)

	
is entered into
 with a charterer which, is at the time of execution thereof as well as at
 such relevant time, acceptable to the Bank in its sole discretion; and


	
 

	
 

	
 


	
 

	
(b)

	
has such other
 terms and conditions which, at the time of execution thereof as well as at
 such relevant time, are in all respects acceptable to the Bank in its sole
 discretion;


	
 

	
 

	
 


	
 

	
“Borrower’s
 Account” means an interest bearing Dollar account of the Borrower
 opened with the Bank designated RBSPASOF-USDA and includes any other account
 designated in writing by the Bank to be a Borrower’s Account for the purposes
 of this Agreement;


	
 

	
 


	
 

	
“Borrower’s
 Account Pledge” means the first priority pledge executed or (as
 the context may require) to be executed by the Borrower in favour of the Bank
 in respect of the Borrower’s Account in such form as the Bank may in its
 absolute discretion require;


	
 

	
 


	
 

	
“First
 Supplemental Agreement” means the agreement dated 23 May 2008 made
 between the Borrower, the Manager and the Bank supplemental to this
 Agreement;


	
 

	
 


	
 

	
“Margin”
 means:


	
 


	
 

	
(a)

	
subject to
 paragraph (b) below, one point two five per cent (1.25%) per annum;


	
 

	
 

	
 


	
 

	
(b)

	
if on the first
 day of an Interest Period (i) there is a credit balance in the Borrower’s
 Account which is a minimum amount of $1,000,000 and an integral multiple of
 $1,000,000 or any other amount agreed between the Borrower and the Bank,
 placed on deposit for a period equal to that Interest Period but in any case
 not less than three (3) months and (ii) no Suspension Notice has been given
 under clause 3.7 that remains effective on any day of such Interest Period,
 the Margin applicable for such Interest Period to a part of the Loan equal to
 such credit balance shall be one point one five per cent (1.15%) per annum
 and that applicable to the balance of the Loan shall be one point two five
 per cent (1.25%) per annum;


	
 

	
 

	
 


	
 

	
“Second
 Supplemental Agreement” means the agreement dated as of 6 April
 2009 made between the Borrower, the Manager, the Corporate Guarantor and the
 Bank supplemental to this Agreement;


	
 

	
 


	
 

	
“Supplemental
 Agreements” means, together, the First Supplemental Agreement and
 the Second Supplemental Agreement; and


	
 

	
 


	
 

	
“Suspension
Notice” has the meaning ascribed thereto in clause 3.7;”; 


	
 

	
 


	
3.1.3

	
by deleting in the
 definition of “Security Documents” in clause 1.2 of the Principal Agreement
 the words “Supplemental Agreement” and by inserting in their place the words
 “Supplemental Agreements, the Borrower’s Account Pledge”; and





3






	
 

	
 

	
 


	
3.1.4

	
by inserting at
 the end of the definition of “Security Value” in clause 1.2 of the
 Principal Agreement the words “or the Borrower’s Account”;


	
 

	
 


	
3.1.5

	
by inserting the
 following new clause 3.7:


	
 

	
 


	
 

	
“3.7
 Suspension of reduced Margin


	
 

	
 


	
 

	
If: 

	
 


	
 

	
 

	
 


	
 

	
3.7.1.

	
the result of any
 change in, or in the interpretation or application of, or the introduction
 of, any law or any regulation, request or requirement (whether or not having
 the force of law, but, if not having the force of law, with which the Bank
 or, as the case may be, its holding company habitually complies), is to
 change the capital adequacy treatment of the Borrower’s Account Pledge from
 that applicable on the date of this Agreement in a manner which the Bank
 considers detrimental for the Bank; or


	
 

	
 

	
 


	
 

	
3.7.2.

	
it is determined
 by a Government Entity or banking supervisory authority, that the capital
 adequacy treatment of the Borrower’s Account Pledge is not the one that the
 Bank was of the view it was on the date of this Agreement and such
 determination is in the Bank’s opinion detrimental for the Bank,


	
 

	
 

	
 


	
 

	
 

	
the Bank shall
 forthwith give notice (the “Suspension Notice”) to the Borrower that
 the reduced Margin to be made available to the Borrower under certain
 conditions in respect to a part of the Loan equal to the moneys standing to the
 credit of the Borrower’s Account at any relevant point of time, shall not be
 available to the Borrower under this Agreement from the date specified in the
 Suspension Notice until such time as the Bank notifies the Borrower that none
 of the circumstances specified in sub-clauses 3.7.1 or 3.7.2 above continues
 to exist, whereupon the reduced Margin shall be again available to the
 Borrower always on the terms provided in this Agreement.”;


	
 

	
 

	
 


	
3.1.6

	
by deleting in the
 fifth line of clause 9.2.2 of the Principal Agreement the words “without
 taking into account the benefit of any charterparty or other engagement
 concerning the Ship” and by inserting in their place the words “by taking
 into account the benefit or detriment of any Approved Charter Provided
 however that the benefit of such Approved Charter shall not be
 taken into account if a breach of a term of such Approved Charter has
 occurred allowing the charterer to terminate the Approved Charter and such
 breach is subsisting on the date of such valuation”;


	
 

	
 


	
3.1.7

	
by inserting in
 the second line of clause 15.3 after the words “to the credit of the Cash
 Collateral Account” the words “or the Borrower’s Account”; and


	
 

	
 


	
3.1.8

	
by inserting the
 following new clauses 15.5 and 15.6:


	
 

	
 


	
 

	
“15.5

	
Borrower’s Account:
 withdrawals


	
 

	
 

	
 


	
 

	
 

	
Unless the Bank
 otherwise agrees
 in writing, the Borrower shall not be entitled to withdraw any moneys from
 the Borrower’s Account at any time from 13 March 2009 and so long as any
 moneys are owing under the Security Documents save that, unless and until a
 Default shall occur and the Bank shall direct to the contrary, the Borrower
 may request that moneys are released from the Borrower’s Account subject
 always to the provisions of clause 9.2.7.


	
 

	
 

	
 


	
 

	
15.6

	
Charging of
 Borrower’s Account


	
 

	
 

	
 


	
 

	
 

	
The Borrower’s
 Account and all amounts from time to time standing to the credit thereof
 shall be subject to the security constituted and the rights conferred by the
 Borrower’s Account Pledge.”.


	
 

	
 

	
 


	
3.2

	
Continued
 force and effect


	
 

	
 


	
 

	
Save as amended by
 this Agreement, the provisions of the Principal Agreement and the other
 Security Documents shall continue in full force and effect and the Principal
 Agreement and this Agreement shall be read and construed as one instrument.





4






	
 

	
 


	
      4

	
Amendment
 to Principal Master Agreement


	
 

	
 


	
   4.1

	
Amendment
 to Principal Master Agreement


	
 

	
 


	
 

	
The Principal
 Master Agreement shall, with effect from the Effective Date, be deemed (and
 is hereby deemed) to have been amended as of 13 March 2009 (and the Principal
 Master Agreement (as so deemed to have been amended) will continue to be
 binding upon the Bank and the Borrower upon such terms as so deemed to have
 been amended) by inserting at the end of the definition of “Loan Facility” in
 Part 5, paragraph (e) of the Schedule to the Principal Master Agreement the
 words “as amended, supplemented and/or novated from time to time”.


	
 

	
 


	
   4.2

	
Continued
 force and effect


	
 

	
 


	
 

	
Save as amended by
 this Agreement the provisions of the Principal Master Agreement shall
 continue in full force and effect and the Principal Master Agreement and this
 Agreement shall be read and construed as one document.


	
 

	
 


	
      5

	
Representations
 and warranties


	
 

	
 


	
   5.1

	
Primary
 representations and warranties


	
 

	
 


	
 

	
The Borrower
 represents and warrants to the Bank that:


	
 

	
 


	
5.1.1

	
Existing
 representations and warranties


	
 

	
 


	
 

	
the
 representations and warranties set out in clause 8 of the Principal Agreement
 were true and correct on the date of the Principal Agreement and are true and
 correct, including to the extent that they may have been or shall be amended
 by this Agreement, as if made at the date of this Agreement with reference to
 the facts and circumstances existing at such date;


	
 

	
 


	
5.1.2

	
Corporate power


	
 

	
 


	
 

	
each of the
 Relevant Parties has power to execute, deliver and perform its obligations
 under this Agreement; all necessary corporate, shareholder and other action
 has been taken by each of the Relevant Parties to authorise Ithe execution,
 delivery and performance of this Agreement;


	
 

	
 


	
5.1.3

	
Binding
 obligations


	
 

	
 


	
 

	
this Agreement
 constitutes valid and legally binding obligations of each of the Relevant
 Parties enforceable in accordance with its terms;


	
 

	
 


	
5.1.4

	
No conflict with
 other obligations


	
 

	
 


	
 

	
the execution,
 delivery and performance of this Agreement by each of the Relevant Parties
 will not (i) contravene any existing law, statute, rule or regulation or any
 judgment, decree or permit to which any of the Relevant Parties is subject,
 (ii) conflict with, or result in any breach of any of the terms of, or
 constitute a default under, any agreement or other instrument to which any of
 the Relevant Parties is a party or is subject or by which any of the Relevant
 Parties or any of its property is bound or (iii) contravene or conflict with
 any provision of the constitutional documents of any of the Relevant Parties
 or (iv) result in the creation or imposition of or oblige any of the Relevant
 Parties to create any Encumbrance on any of their undertakings, assets,
 rights or revenues of any of the Relevant Parties;


	
 

	
 


	
5.1.5

	
No filings
 required


	
 

	
 


	
 

	
it is not
 necessary to ensure the legality, validity, enforceability or admissibility
 in evidence of this Agreement that it or any other instrument be notarised,
 filed, recorded, registered or enrolled in any court, public office or
 elsewhere in any Relevant Jurisdiction or that any stamp, registration or
 similar tax or charge be paid in any Relevant Jurisdiction on or in relation
 to this Agreement and this Agreement is in proper form for its enforcement in
 the courts of the Relevant Jurisdiction;





5






	
 

	
 


	
5.1.6

	
Choice of law


	
 

	
 


	
 

	
the choice of
 English law to govern this Agreement and the submissions by the Relevant
 Parties to the non-exclusive jurisdiction of the English courts are valid and
 binding; and


	
 

	
 


	
5.1.7

	
Consents obtained


	
 

	
 


	
 

	
every consent,
 authorisation, licence or approval of, or registration or declaration to,
 governmental or public bodies or authorities or courts required by any of the
 Relevant Parties in connection with the execution, delivery, validity,
 enforceability or admissibility in evidence of this Agreement or the
 performance by each Relevant Party of its obligations under this Agreement
 has been obtained or made and is in full force and effect and there has been
 no default in the observance of any conditions or restrictions (if any)
 imposed in, or in connection with, any of the same.


	
 

	
 


	
   5.2

	
Repetition
 of representations and warranties


	
 

	
 


	
 

	
Each of the
 representations and warranties contained in clause 5.1 of this Agreement and
 clause 8 of the Principal Agreement (as amended by this Agreement) shall be
 deemed to be repeated by the Borrower on the Effective Date as if made with
 reference to the facts and circumstances existing on such day.


	
 

	
 


	
      6

	
Conditions


	
 

	
 


	
   6.1

	
Documents
 and evidence


	
 

	
 


	
 

	
The agreement of
 the Bank referred to in clause 2 shall be subject to the receipt by the
 Bank or its duly authorised representative of the documents and evidence
 specified in schedule 1 in form and substance satisfactory to the Bank.


	
 

	
 


	
   6.2

	
General
 conditions precedent


	
 

	
 


	
 

	
The agreement of
 the Bank referred to in clause 2 shall be further subject to:


	
 

	
 


	
6.2.1

	
the
 representations and warranties in clause 5 being true and correct on the
 Effective Date as if each was made with respect to the facts and
 circumstances existing at such time; and


	
 

	
 


	
6.2.2

	
no Default having
 occurred and continuing at the time of the Effective Date.


	
 

	
 


	
   6.3

	
Waiver
 of conditions precedent


	
 

	
 


	
 

	
The conditions
 specified in this clause 6 are inserted solely for the benefit of the Bank
 and may be waived by the Bank in whole or in part with or without conditions.


	
 

	
 


	
      7

	
Relevant
 Parties’ Confirmation


	
 

	
 


	
 

	
Each of the
 Relevant Parties acknowledges and agrees, for the avoidance of doubt, that:


	
 

	
 


	
   7.1

	
each of the Security Documents to which it is a party, and its
 obligations thereunder, shall remain in full force and effect notwithstanding
 the amendments made to the Principal Agreement and the Principal Master
 Agreement by this Agreement; and


	
 

	
 


	
   7.2

	
with effect from the Effective Date, references to “the Agreement” or
 “the Loan Agreement” in any of the other Security Documents to which it is a
 party shall henceforth be references to the Principal Agreement as amended by
 this Agreement and as from time to time hereafter amended and references to
 the “Master Swap Agreement” in any of the other Security Documents shall
 henceforth be references to the Principal Master Agreement as amended by this
 Agreement and as from time to time hereafter amended and shall also be deemed
 to include the obligations of the Borrower hereunder.





6






	
 

	
 

	
 


	
      8

	
Expenses


	
 

	
 


	
   8.1

	
Expenses


	
 

	
 


	
 

	
The Borrower
 agrees to pay to the Bank on a full indemnity basis on demand all expenses
 (including legal and out-of-pocket expenses) incurred by the Bank:


	
 

	
 


	
8.1.1

	
in connection with
 the negotiation, preparation, execution and, where relevant, registration of
 this Agreement and of any amendment or extension of, or the granting of any
 waiver or consent under, this Agreement;


	
 

	
 


	
8.1.2

	
in contemplation
 of, or otherwise in connection with, the enforcement of, or preservation of
 any rights under this Agreement or otherwise in respect of the monies owing
 and obligations incurred under this Agreement,


	
 

	
 


	
 

	
together with
 interest at the rate referred to in clause 3.4 of the Principal Agreement
 from the date on which such expenses were incurred to the date of payment (as
 well after as before judgement).


	
 

	
 


	
   8.2

	
Value
 Added Tax


	
 

	
 


	
 

	
All expenses
 payable pursuant to this clause 8 shall be paid together with value added tax
 or any similar tax (if any) properly chargeable thereon.


	
 

	
 


	
   8.3

	
Stamp
 and other duties


	
 

	
 


	
 

	
The Borrower
 agrees to pay to the Bank on demand all stamp, documentary, registration or
 other like duties or taxes (including any duties or taxes payable by the
 Bank) imposed on or in connection with this Agreement and shall indemnify the
 Bank against any liability arising by reason of any delay or omission by the
 Borrower to pay such duties or taxes.


	
 

	
 


	
      9

	
Miscellaneous
 and notices


	
 

	
 


	
   9.1

	
Notices


	
 

	
 


	
 

	
Every notice,
 request, demand or other communication under this Agreement shall:


	
 

	
 


	
9.1.1

	
be in writing,
 delivered personally or by first-class prepaid letter (airmail if available)
 or telefax or other means of telecommunication in permanent written form;


	
 

	
 


	
9.1.2

	
be deemed to have
 been received, subject as otherwise provided in the relevant Security
 Document, in the case of a letter, when delivered personally or three (3)
 days after it has been put into the post and, in the case of a facsimile
 transmission or other means of telecommunication in permanent written form,
 at the time of despatch (provided that if the date of despatch is not a
 business day in the country of the addressee or, if the time of despatch is
 after the close of business in the country of the addressee, it shall be
 deemed to have been received at the opening of business on the next such
 business day); and


	
 

	
 


	
9.1.3

	
be sent:


	
 

	
 


	
 

	
(a)

	
if to the Relevant
 Parties or any of them:


	
 

	
 

	
 


	
 

	
 

	
Karamanli Avenue


	
 

	
 

	
166 05 Voula


	
 

	
 

	
Greece


	
 

	
 

	
 


	
 

	
 

	
Fax
 No:             +30
 210 8956900


	
 

	
 

	
Attention:          Constantine
 Adamopoulos


	
 

	
 

	
 


	
 

	
(b)

	
if to the Bank at:


	
 

	
 

	
The Shipping
 Business Centre 5-10 Great Tower Street


	
 

	
 

	
London, EC3P 3HX


	
 

	
 

	
England


	
 

	
 

	
 


	
 

	
 

	
Fax:                   +44
 207 085 7132


	
 

	
 

	
Attention:          Shipping
 Business Centre





7






	
 

	
 


	
   9.2

	
Counterparts


	
 

	
 


	
 

	
This Agreement may
 be executed in any number of counterparts and by the different parties on
 separate counterparts, each of which when so executed and delivered shall be
 an original but all counterparts shall together constitute one and the same
 instrument.


	
 

	
 


	
     10

	
Applicable
 law


	
 

	
 


	
  10.1

	
Law


	
 

	
 


	
 

	
This Agreement
 (and any non-contractual obligations connected with it) is governed by, and
 shall be construed in accordance with, English law.


	
 

	
 


	
  10.2

	
Submission
 to jurisdiction


	
 

	
 


	
 

	
Each of the
 Relevant Parties agrees, for the benefit of the Bank, that any legal action
 or proceedings arising out of or in connection with this Agreement (including
 any legal action or proceedings arising out of or in connection with any
 non-contractual obligations connected with it) against any of their assets
 may be brought in the English courts. Each of the Relevant Parties
 irrevocably and unconditionally submits to the jurisdiction of such courts
 and irrevocably designates, appoints and empowers Mr. Savvas Savvides at
 present of 24 Exeter Road, London N14 5JY England to receive for it and on
 its behalf, service of process issued out of the English courts in any such
 legal action or proceedings and each of the Relevant Parties further
 undertakes that, in the event that such individual passes away or cannot be
 found, each of the Relevant Parties hereby irrevocably and unconditionally
 authorises the Bank to designate, appoint and empower, on each of the
 Relevant Parties’ behalf, Messrs Cheeswrights or Messrs Saville & Co. at
 their then principal place of business in London, as substitute process
 agents of Mr. Savvas Savvides for the purposes of this clause. The submission
 to such jurisdiction shall not (and shall not be construed so as to) limit
 the right of the Bank to take proceedings against any of the Relevant Parties
 in the courts of any other competent jurisdiction nor shall the taking of
 proceedings in any one or more jurisdictions preclude the taking of
 proceedings in any other jurisdiction, whether concurrently or not. Each of
 the Relevant Parties further agrees that only the courts of England and not
 those of any other state shall have jurisdiction to determine any claim which
 any of the Relevant Parties may have against the Bank arising out of or in
 connection with this Agreement (including any claim arising out of or in
 connection with any non- contractual obligations connected with it).


	
 

	
 


	
  10.3

	
Contracts
 (Rights of Third Parties) Act 1999


	
 

	
 


	
 

	
No term of this
 Agreement is enforceable under the Contracts (Rights of Third Parties) Act
 1999 by a person who is not a party to this Agreement.


	
 

	
 


	
IN WITNESS whereof the parties hereto have
 caused this Agreement to be duly executed as a deed on the date first above
 written.





8






Schedule 1

Documents and evidence required as conditions precedent


(referred to in clause 6,1)


	
 

	
 

	
 

	
 


	
1

	
Corporate authorisations


	
 

	
 


	
 

	
In relation to
 each of the Relevant Parties:


	
 

	
 


	
 

	
(a)

	
Constitutional documents


	
 

	
 

	
 

	
 


	
 

	
 

	
copies certified
 by an officer of each of the Relevant Parties, as a true, complete and up to
 date copies, of all documents which contain or establish or relate to the
 constitution of that party or a secretary’s certificate confirming that there
 have been no changes or amendments to the constitutional documents certified
 copies of which were previously delivered to the Bank pursuant to the
 Principal Agreement;


	
 

	
 

	
 


	
 

	
(b)

	
Resolutions


	
 

	
 

	
 


	
 

	
 

	
copies of
 resolutions of each of its board of directors and, if required following
 advice by the Bank’s counsel, its shareholders approving this Agreement and
 the terms and conditions hereof and authorising the signature, delivery and
 performance of each such party’s obligations thereunder, certified (in a
 certificate dated no earlier than five (5) Banking Days prior to the date of
 this Agreement) by an officer of such Relevant Party as:


	
 

	
 

	
 


	
 

	
 

	
(1)

	
being true and
 correct;


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
being duly passed
 at meetings of the directors of such Relevant Party and, as the case may be,
 of the shareholders of such Relevant Party each duly convened and held;


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
not having been
 amended, modified or revoked; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
being in full
 force and effect,


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
together with
 originals or certified copies of any powers of attorney issued by any party
 pursuant to such resolutions; and


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Certificate of incumbency


	
 

	
 

	
 


	
 

	
 

	
a list of
 directors and officers of each Relevant Party specifying the names and
 positions of such persons, certified (in a certificate dated no earlier than
 five (5) Banking Days prior to the date of this Agreement) by an officer of
 such Relevant Party to be true, complete and up to date;


	
 

	
 

	
 


	
2

	
Consents


	
 

	
 


	
 

	
a certificate
 (dated no earlier than five (5) Banking Days prior to the date of this
 Agreement) from an officer of each of the Relevant Parties stating that no
 consents, authorisations, licences or approvals are necessary for such
 Relevant Party to authorise, or are required by each of the Relevant Parties
 or any other party (other than the Bank) in connection with, the execution,
 delivery, and performance of this Agreement;


	
 

	
 


	
3

	
Legal opinions


	
 

	
 


	
 

	
such legal
 opinions in relation to the laws of the Republic of Liberia, the Republic of
 the Marshall Islands and the Republic of Panama and any other legal opinions
 as the Bank shall in its absolute discretion require;


	
 

	
 


	
4

	
Borrower’s Account Pledge


	
 

	
 


	
 

	
the Borrower’s
 Account Pledge duly executed; and


	
 

	
 


	
5

	
Process agent


	
 

	
 


	
 

	
a letter from each
 Relevant Party’s agent for receipt of service of proceedings accepting its
 appointment under this Agreement as such Relevant Party’s process agent.





9






	
 

	
 

	
 


	
EXECUTED as a DEED

	
)

	
 


	
by Konstantinos
 Adamopoulos

	
)

	



	
for and on behalf
 of

	
)

	
Attorney-in-fact


	
SOFFIVE SHIPPING CORPORATION

	
)

	
 


	
as Borrower

	
)

	
 


	
in the presence
 of:

	
)

	
 








	
 

	
 

	
 


	


	
 


	
Witness:

	
Pinelopi - Anna
 Miliou

	
 


	
Name:

	
Norton Rose LLP,
 Athens

	
 


	
Address:

	
 

	
 


	
Occupation:

	
Trainee Solicitor

	
 








	
 

	
 

	
 


	
EXECUTED as a DEED

	
)

	
 


	
by Antonios
 Prigkis

	
)

	



	
for and on behalf
 of

	
)

	
Attorney-in-fact


	
SAFETY MANAGEMENT OVERSEAS S.A.

	
)

	
 


	
as Manager

	
)

	
 


	
in the presence
 of:

	
)

	
 

	
 








	
 

	
 

	
 


	


	
 


	
Witness:

	
Pinelopi - Anna
 Miliou

	
 


	
Name:

	
Norton Rose LLP,
 Athens

	
 


	
Address:

	
 

	
 


	
Occupation:

	
Trainee Solicitor

	
 








	
 

	
 

	
 


	
EXECUTED as a DEED

	
)

	
 


	
by Konstantinos
 Adamopoulos

	
)

	



	
for and on behalf
 of

	
)

	
Attorney-in-fact


	
SAFE BULKERS, INC.

	
)

	
 


	
as Corporate
 Guarantor

	
)

	
 


	
in the presence
 of:

	
)

	
 

	
 








	
 

	
 

	
 


	


	
 


	
Witness:

	
Pinelopi - Anna
 Miliou

	
 


	
Name:

	
Norton Rose LLP,
 Athens

	
 


	
Address:

	
 

	
 


	
Occupation:

	
Trainee Solicitor

	
 





10






	
 

	
 

	
 


	
EXECUTED as a DEED

	
)

	
 


	
by Fotis Bratimos

	
)

	



	
for and on behalf
 of

	
)

	
Attorney-in-fact


	
THE ROYAL BANK OF SCOTLAND plc

	
)

	
 


	
as Bank

	
)

	
 


	
in the presence
 of:

	
)

	
 

	
 








	
 

	
 

	
 


	


	
 


	
Witness:

	
Pinelopi - Anna
 Miliou

	
 


	
Name:

	
Norton Rose LLP,
 Athens

	
 


	
Address:

	
 

	
 


	
Occupation:

	
Trainee Solicitor

	
 





11