Exhibit 4.37


F04.159


	
 

	
 

	
 


	
  

	
DATED 31 MARCH 2009  

	
  


	
  

	


	
  








PELEA SHIPPING LTD.

(as borrower)


-and-


DnB NOR BANK ASA

(as lender)


-and-


SAFE BULKERS INC.

(as corporate guarantor)


-and-


EFRAGEL SHIPPING CORPORATION

MARINDOU SHIPPING CORPORATION

AVSTES SHIPPING CORPORATION

ENIAPROHI SHIPPING CORPORATION

ENIADEFHI SHIPPING CORPORATION

(as group guarantors)


	
 


	






THIRD SUPPLEMENTAL AGREEMENT TO

SECURED MULTI-CURRENCY REDUCING REVOLVING CREDIT FACILITY

AGREEMENT DATED 12 JUNE 2007 AS AMENDED AND SUPPLEMENTED BY A

FIRST SUPPLEMENTAL AGREEMENT DATED 22 MAY 2008 AND AS FURTHER

AMENDED AND SUPPLEMENTED BY A SECOND SUPPLEMENTAL AGREEMENT

DATED 25 SEPTEMBER 2008


	
 


	






STEPHENSON HARWOOD

One, St. Paul’s Churchyard

London EC4M 8SH

Tel: +44 (0)20 7329 4422

Fax: +44 (0)20 7329 7100

Ref: F04.159






CONTENTS


Page


	
 

	
 

	
 


	
1

	
Interpretation

	
2


	
 

	
 

	
 


	
2

	
Conditions

	
3


	
 

	
 

	
 


	
3

	
Additional
 Prepayments during the Waiver Period

	
6


	
 

	
 

	
 


	
4

	
Covenants

	
7


	
 

	
 

	
 


	
5

	
Representations
 and Warranties

	
8


	
 

	
 

	
 


	
6

	
Amendments
 to Original Facility Agreement and Corporate Guarantee

	
9


	
 

	
 

	
 


	
7

	
Confirmation
 and Undertaking

	
11


	
 

	
 

	
 


	
8

	
Notices, Law
 and Jurisdiction

	
12


	
 

	
 

	
 


	
9

	
Costs and
 Expenses

	
12












Exhibit 4.37


THIRD SUPPLEMENTAL AGREEMENT


Dated: 31 March 2009


BETWEEN:



	
 

	
 


	
(1)

	
PELEA SHIPPING LTD., a company incorporated
under the laws of the Republic of Liberia whose registered office is at 80
Broad Street, Monrovia, Liberia (the “Borrower”); and 


	
 

	
 


	
(2)

	
SAFE BULKERS INC., a company incorporated
according to the laws of the Republic of Marshall Islands whose registered
office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Marshall Islands MH 96960, Republic of Marshall Islands (the “Corporate
Guarantor”); and 


	
 

	
 


	
(3)

	
EFRAGEL SHIPPING CORPORATION, MARINDOU SHIPPING CORPORATION, AVSTES
 SHIPPING CORPORATION, ENIAPROHI SHIPPING CORPORATION
 and ENIADEFHI SHIPPING CORPORATION,
 each a company incorporated according to the laws of the Republic of Liberia
 whose registered office is at 80 Broad Street, Monrovia, Republic of Liberia
 (together, the “Group Guarantors”
 and each a “Group Guarantor” and
 together with the Corporate Guarantor, the “Guarantors”
 and each a “Guarantor”); and


	
 

	
 


	
(4)

	
DnB NOR BANK ASA, acting through its office
 at 20 St. Dunstan’s Hill, London EC3R 8HY, England (in that capacity, the “Lender”).





SUPPLEMENTAL TO a
secured multi-currency reducing revolving credit facility agreement dated 17
June 2007 as amended and supplemented by a first supplemental agreement dated
22 May 2008 and as further amended and supplemented by a second supplemental
agreement dated 25 September 2008 each made between the Borrower and the Lender
(together, the “Original Facility Agreement”
and together with this Third Supplemental Agreement (hereinafter defined) as
the same may be further amended, supplemented and/or novated from time to time,
the “Facility Agreement”), on the
terms and subject to the conditions of which the Lender has agreed to advance
to the Borrower an aggregate amount not exceeding forty two million Dollars
($42,000,000) (the “Loan”) for the
purposes described therein.


WHEREAS:


	
 

	
 


	
(A)

	
The Corporate
 Guarantor has agreed to comply with the financial covenants in accordance
 with the terms and conditions as set out in clause 6.10 of the Corporate
 Guarantee, including the Consolidated Group Leverage, Debt to EBITDA ratio
 and Net Worth, and the Borrower has agreed to procure that the Corporate
 Guarantor complies with such financial covenants pursuant to clause 13.2.22
 of the Original Facility Agreement.


	
 

	
 


	
(B)

	
(i) The
 Corporate Guarantor is currently in breach of the financial covenants as set
 out in clause 6.10.1 and 6.10.3 of the Corporate Guarantee and (ii) the
 Borrower is currently in breach of clause 












	
 

	
 


	
 

	
11.14 (Additional
 security) of the Original Facility Agreement, accordingly, an
 Event of Default has been triggered pursuant to Clause 14.1.2 of the Original
 Facility Agreement.


	
 

	
 


	
(C)

	
The Borrower
 and the Corporate Guarantor have requested that the Lender agree to waive the
 requirements in clauses 13.2.22(a) (Consolidated Group Leverage), 13.2.22(b)
 (Debt
 to EBITDA ratio) and 13.2.22(c) (Net Worth) of the Original
 Facility Agreement and clauses 6.10.1 (Consolidated Group Leverage), 6.10.2 (Debt to
 EBITDA ratio) and 6.10.3 (Net Worth) of the Corporate Guarantee
 respectively during the Waiver Period.


	
 

	
 


	
(D)

	
The Borrower
 has requested that the Lender agree to waive the requirements in clause 11.14
 (Additional
 security) of the Original Facility Agreement from the Effective
 Date until the Next Rollover Date.


	
 

	
 


	
(E)

	
The Lender
 is willing to agree to all the foregoing subject to the terms and conditions
 set forth in this Third Supplemental Agreement, including, but not limited
 to, (i) the amendments to be made to the Original Facility Agreement and the
 Corporate Guarantee and (ii) the payment of any and all Additional
 Prepayments (as may be required during the Waiver Period) to be initially
 credited to the Cash Collateral Account and subsequently applied in
 satisfaction of the Indebtedness on the relevant Additional Prepayment
 Application Date in accordance with the terms and conditions contained herein.





IT IS AGREED THAT:


	
 

	
 

	
 


	
1

	
Interpretation


	
 

	
 


	
 

	
1.1

	
In this
 Third Supplemental Agreement:


	
 

	
 

	
 


	
 

	
 

	
“Additional Prepayments” means any
 prepayment made during the Waiver Period in the amount necessary in order to
 ensure that the market value of the Vessel shall be no less than the
 requisite percentage of the amount of the Loan (as stated in Clause 11.14 of
 the Facility Agreement) during the relevant time of the Waiver Period.


	
 

	
 

	
 


	
 

	
 

	
“Additional Prepayment Application Date”
 means, in respect of the first Additional Prepayment to be made during the
 Waiver Period, on the Next Rollover Date and, in respect of all subsequent
 Additional Prepayments, on the last day of the next relevant Interest Period.


	
 

	
 

	
 


	
 

	
 

	
“Cash Flow Budget” means the cash flow
 budget demonstrating that the Group has the necessary cash resources to meet
 its Newbuilding commitments (such cash flow budget to assume no more than
 fifteen million Dollars ($15,000,000) of bank financing in respect of any
 Newbuilding that does not have committed financing in place as at the date







2





	
 

	
 

	
 

	
 


	
 

	
 

	
of providing
 such cash flow budget) while at all times maintaining a Minimum Cash Balance.


	
 

	
 

	
 


	
 

	
 

	
“Effective Date” means the date on which the
 Lender confirms to the Borrower that all of the conditions referred to in Clause
 2.1 have been satisfied, which confirmation the Lender shall be under no
 obligation to give if an Event of Default or a Default shall have occurred.


	
 

	
 

	
 


	
 

	
 

	
“Group Charter” means any charter or other
 contract of employment in respect of a vessel of the Group.


	
 

	
 

	
 


	
 

	
 

	
“Minimum Cash Balance” means in respect of
 the Group a cash amount of not less than twenty five million Dollars
 ($25,000,000).


	
 

	
 

	
 


	
 

	
 

	
“Newbuilding” means each newbuilding that
 has been, or will be, ordered or that is in the process of being constructed
 for any member of the Group during the Facility Period.


	
 

	
 

	
 


	
 

	
 

	
“Next Rollover Date” means 15 June 2009.


	
 

	
 

	
 


	
 

	
 

	
“Supplemental Signing Date” means the date,
 falling no later than 31 March 2009, on which this Third Supplemental
 Agreement has been duly executed by all parties hereto.


	
 

	
 

	
 


	
 

	
 

	
“Third
Supplemental Agreement” means the agreement contained herein. 


	
 

	
 

	
 


	
 

	
 

	
“Waiver Period” the period commencing on the
 Supplemental Signing Date and expiring on 31 March 2010 (inclusive).


	
 

	
 

	
 


	
 

	
1.2

	
In this Third
 Supplemental Agreement “Security Parties” means all parties to this Third
 Supplemental Agreement other than the Lender.


	
 

	
 

	
 


	
 

	
1.3

	
Unless
 otherwise defined, all words and expressions defined in the Original Facility
 Agreement shall have the same meaning when used in this Third Supplemental
 Agreement unless the context otherwise requires, and clause 1.2 of the
 Original Facility Agreement shall apply to the interpretation of this Third
 Supplemental Agreement as if it was set out in full.


	
 

	
 

	
 


	
2

	
Conditions


	
 

	
 


	
 

	
2.1

	
As
 conditions for the agreement of the Lender to the requests specified in
 Recitals (C) and (D) above and for the effectiveness of Clause 6, the
 Borrowers shall deliver or cause to be delivered to or to the order of the
 Lender the following documents and evidence:







3





	
 

	
 

	
 

	
 


	
 

	
2.1.1

	
Officer’s certificates


	
 


	
 

	
 

	
(a)

	
A
 certificate of a duly authorised officer of each Security Party confirming
 that none of the documents delivered to the Lender pursuant to Schedule 1
 Part I, 1(a), (b), (c) and (e) of the Original Facility Agreement have been
 amended, modified or revoked in any way since the date of their delivery to
 the Lender; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
A
 certificate of a duly authorised officer of each Security Party certifying
 that each copy document relating to it specified in this Clause 2.1.2 is
 correct, complete and in full force and effect as at a date no earlier than
 the date of this Third Supplemental Agreement and setting out the names of
 the directors, officers and, other than in respect of the Corporate Guarantor,
 the names of the shareholders of that Security Party and the proportion of
 shares held by each shareholder;


	
 

	
 

	
 

	
 


	
 

	
2.1.2

	
Board and Shareholders Resolutions the
 original resolution of the directors and the shareholders of each Security
 Party (other than a resolution of the shareholders in respect of the
 Corporate Guarantor) (together, where appropriate, with signed waivers of
 notice of any directors’ or shareholders’ meetings) approving, and
 authorising or ratifying the execution of, this Third Supplemental Agreement
 and any document to be executed by that Security Party pursuant to this Third
 Supplemental Agreement;


	
 

	
 

	
 


	
 

	
2.1.3

	
Powers of attorney A notarially attested and
 legalised (as applicable) power of attorney of each of the Security Parties under
 which this Third Supplemental Agreement and any documents required pursuant
 to it are to be executed by that Security Party;


	
 

	
 

	
 


	
 

	
2.1.4

	
Certificates of goodstanding A certificate
 of good standing in respect of each Security Party;


	
 

	
 

	
 


	
 

	
2.1.5

	
Third Supplemental Agreement The Third
 Supplemental Agreement duly executed by all parties thereto, together with
 all other documents required by any of them;


	
 

	
 

	
 


	
 

	
2.1.6

	
Additional Prepayment Evidence to the
 absolute satisfaction of the Lender that the amount of the Additional
 Prepayment (such amount to be calculated utilising the valuation obtained in
 December 2008 in accordance with Clause 2.1.7 and mutually agreed to between
 the Borrower and the Lender) has been transferred by the Borrower to the Cash
 Collateral Account (reducing the 







4





	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
requisite
 amount of the Additional Prepayment by any amount that has already been
 prepaid by the Borrower to the Lender);


	
 

	
 

	
 

	
 


	
 

	
 

	
2.1.7

	
Valuation The latest valuation of the market
 value of the Vessel which was provided by the Borrower to the Lender in
 December 2008 in accordance with clauses 11.11 and 11.12 of the Original
 Facility Agreement;


	
 

	
 

	
 

	
 


	
 

	
 

	
2.1.8

	
Legal opinions Confirmation satisfactory to
 the Lender that all legal opinions required by the Lender will be given
 substantially in the form required by the Lender;


	
 

	
 

	
 

	
 


	
 

	
 

	
2.1.9

	
Process agent Evidence that the process
 agent referred to in clause 22.5 of the Original Facility Agreement has
 accepted it appointment in respect of this Third Supplemental Agreement;


	
 

	
 

	
 

	
 


	
 

	
 

	
2.1.10

	
Restructuring fee Evidence that the fee in
 the amount of twenty five thousand Dollars ($25,000) and any other costs and
 expenses due and payable pursuant to the Facility Agreement have been paid by
 the Supplemental Signing Date; and


	
 

	
 

	
 

	
 


	
 

	
 

	
2.1.11

	
Other authorisations a copy of any other
 consent, licence, approval, authorisation or other document, opinion or
 assurance which the Agent considers to be necessary or desirable (if it has
 notified the relevant Security Party accordingly) in connection with the
 entry into and performance of the transactions contemplated by this Third
 Supplemental Agreement or for the validity and enforceability of this Third
 Supplemental Agreement.


	
 

	
 

	
 

	
 


	
 

	
2.2

	
Conditions subsequent The Borrower shall
 deliver or cause to be delivered to or to the order of the Lender on, or as
 soon as practicable after the Supplemental Signing Date, the following
 documents and evidence:-


	
 

	
 

	
 


	
 

	
 

	
2.2.1

	
Legal opinions Such of the legal opinions
 specified in Clause 2.1.8 as have not already been provided to the Lender.


	
 

	
 

	
 

	
 


	
 

	
2.3

	
All
 documents and evidence delivered to the Lender pursuant to this Clause shall:


	
 

	
 

	
 


	
 

	
 

	
2.3.1

	
be in form
 and substance acceptable to the Lender;


	
 

	
 

	
 

	
 


	
 

	
 

	
2.3.2

	
be
 accompanied, if required by the Lender, by translations into the English
 language, certified in a manner acceptable to the Lender; and


	
 

	
 

	
 

	
 


	
 

	
 

	
2.3.3

	
if required
 by the Lender, be certified, notarised, legalised or attested in a manner
 acceptable to the Lender.







5





	
 

	
 

	
 


	
3

	
Additional Prepayments during the Waiver Period


	
 

	
 


	
 

	
3.1

	
Amount of the first Additional Prepayment In
 the event that the amount of the Additional Prepayment made in accordance
 with Clause 2.1.6 (such amount calculated utilising the valuation obtained in
 December 2008 pursuant to Clause 2.1.7) is less than the amount of the
 Additional Prepayment required (such amount calculated utilising the
 valuations obtained pursuant to Clause 3.8), the Borrower shall credit the
 amount of the shortfall to the Cash Collateral Account on demand.


	
 

	
 

	
 


	
 

	
3.2

	
Release of surplus In the event that the
 amount of the Additional Prepayment made in accordance with Clause 2.1.6
 (such amount calculated utilising the valuation already obtained in December
 2008 pursuant to Clause 2.1.7) is greater than the amount of the Additional Prepayment
 required (such amount calculated utilising the valuations obtained pursuant
 to Clause 3.8), any amount remaining to the credit of the Cash Collateral
 Account following the making of any transfer required by Clause 3.6 shall
 (unless a Default or an Event of Default shall have occurred and be
 continuing) be released to or to the order of the Borrower.


	
 

	
 

	
 


	
 

	
3.3

	
Further Additional Prepayments Subsequent to
 the first Additional Prepayment to be made pursuant to Clause 2.1.7 and 3.1
 of this Third Supplemental Agreement, if, semi-annually thereafter during the
 Waiver Period, the market value of the Vessel (based on the relevant
 valuation obtained pursuant to Clause 3.8) is less than the requisite
 percentage of the amount of the Loan (as stated in Clause 11.14 of the
 Facility Agreement), the Borrower shall forthwith make an Additional
 Prepayment in the requisite amount in accordance to the provisions of Clause
 11.14 of the Facility Agreement.


	
 

	
 

	
 


	
 

	
3.4

	
No reborrowing Any Additional Prepayments
 made during the Waiver Period may not be redrawn.


	
 

	
 

	
 


	
 

	
3.5

	
Transfers to Cash Collateral Account In the
 event that an Additional Prepayment is made pursuant to the terms and
 conditions of this Third Supplemental Agreement on a day other than on the
 relevant Additional Prepayment Application Date, the Borrower shall forthwith
 credit the amount of the Additional Prepayment to the Cash Collateral
 Account.


	
 

	
 

	
 


	
 

	
3.6

	
Transfers from Cash Collateral Account On
 the relevant Additional Prepayment Application Date, the Borrower shall
 procure that there is transferred from the Cash Collateral Account to the
 Lender, the amount of the Additional Prepayment and irrevocably authorises
 the Lender to make those transfers.







6





	
 

	
 

	
 


	
 

	
3.7

	
Application The Borrower irrevocably
 authorises the Lender to apply any Additional Prepayments in satisfaction of
 the next three (3) repayments/reductions of the Loan in the order of maturity
 and pro-rata against all remaining repayments/reductions (including the
 balloon) (all pro-rata calculations shall be rounded up to the next thousand)
 of the Loan each due in accordance with Clause 3.4 of the Facility Agreement,
 such application to be made until the amount of such Additional Prepayment
 has been fully depleted and shall reduce the Maximum Amount accordingly.


	
 

	
 

	
 


	
 

	
3.8

	
Valuations during the Waiver Period All
 valuations during the Waiver Period (other than the valuation already
 obtained in December 2008 pursuant to Clause 2.1.7) shall be provided by an
 independent broker mutually acceptable to the Borrowers, the Corporate
 Guarantor and the Lender, who shall report directly to the Lender. All
 valuations pursuant to this Clause shall be made on the basis of a sale of
 the Vessel for prompt delivery for cash at arm’s length on normal commercial
 terms by a willing seller to a willing buyer and free of any existing charter
 or other contract of employment. The Borrower and the Lender agree to accept
 each valuation obtained pursuant to this Clause as conclusive evidence of the
 Vessel’s market value at the date of such valuation.


	
 

	
 

	
 


	
 

	
3.9

	
Cost of valuation In addition to any
 valuations required pursuant to the terms and conditions of the Original Loan
 Agreement, the Borrower shall be liable for all costs and expenses incurred
 by the Lender in respect of obtaining two (2) additional valuations during
 the Waiver Period, one valuation prior to each Additional Prepayment
 Application Date (each such valuation to be dated within fifteen (15) days
 Additional Prepayment Application Date.


	
 

	
 

	
 


	
 

	
3.10

	
Blocked Cash Collateral Account Nothwithstanding
 any provision in the Facility Agreement, the Borrower will not be entitled to
 withdraw all or any part of the account balance of the Cash Collateral
 Account without the prior written consent of the Lender.


	
 

	
 

	
 


	
4

	
Covenants


	
 

	
 

	
 


	
 

	
4.1

	
Dividends and free cash If, during the
 Waiver Period, any Group Charter has been cancelled and/or terminated or any
 of its terms have been waived or if (in the opinion of the Lender in its
 absolute discretion) any of the Group Charters have been deteriorated (such
 event or circumstance to be notified to the Lender pursuant to the terms and
 conditions of Clause 4.4), the Borrower shall procure that the Corporate
 Guarantor does not and the Corporate Guarantor shall not be permitted to
 issue any dividends or make any distributions to shareholders unless the
 Corporate Guarantor can demonstrate that the Group maintains a Cash Flow
 Budget to the absolute satisfaction of the Lender.







7





	
 

	
 

	
 


	
 

	
4.2

	
Assessment of the Cash Flow Budget If,
 during the Waiver Period, any Group Charter has been cancelled and/or
 terminated or any of its terms have been waived or if (in the opinion of the
 Lender in its absolute discretion) any term of a Group Charter has been
 deteriorated, the Corporate Guarantor shall provide a Cash Flow Budget to be
 assessed utilising the Accounting Information to be issued by Corporate
 Guarantor in accordance with Clause 13.1.4 of the Loan Agreement and on any
 other information required by the Lender (which shall be provided by the
 Group on demand upon request of the Lender) in order to make such assessment.


	
 

	
 

	
 


	
 

	
4.3

	
Further Group Charter cancellation and/or termination, waiver of
 terms or deterioration Once the Corporate Guarantor
 has demonstrated that the Group maintains a Cash Flow Budget to the absolute
 satisfaction of the Lender in accordance with Clause 4.1, then, if
 subsequently during the Waiver Period, any of the events or circumstances set
 out in Clause 4.1 reoccurs in respect of any Group Charter, then the Borrower
 shall procure that the Corporate Guarantor does not and the Corporate
 Guarantor shall not be permitted to continue issuing any dividends or making
 any distributions to shareholders unless the Corporate Guarantor can again
 demonstrate that the Group maintains a Cash Flow Budget (to be assessed in
 accordance with Clause 4.2) to the absolute satisfaction of the Lender.


	
 

	
 

	
 


	
 

	
4.4

	
Notification of Group Charter cancellation and/or termination, waiver
 of terms or deterioration If, during the Waiver
 Period, any of the events or circumstances set out in Clause 4.1 occurs in
 respect of any Group Charter, then the Borrower shall procure that the
 Corporate Guarantor gives and the Corporate Guarantor shall give notice to
 the Lender of such event or circumstance, at least two (2) Business Days
 prior to the provision by the Corporate Guarantor of the interim financial
 statements set out in clause 13.1.4 of the Loan Agreement.


	
 

	
 

	
 


	
5

	
Representations and Warranties


	
 

	
 


	
 

	
Each of the
 representations and warranties contained in clause 12 of the Original
 Facility Agreement, clause 2 of the Corporate Guarantee and clause 2 of each
 Group Guarantee shall be deemed repeated by the Borrower, the Corporate
 Guarantor and the relevant Group Guarantor respectively on the Supplemental
 Signing Date and at the Effective Date, by reference to the facts and
 circumstances then pertaining, as if references to the Finance Documents
 included this Third Supplemental Agreement.







8





	
 

	
 

	
 


	
6

	
Amendments to Original Facility Agreement and Corporate Guarantee


	
 

	
 


	
 

	
With effect
 from the Effective Date:


	
 

	
 


	
 

	
6.1

	
the
 following additional definitions shall be inserted in clause 1.1 of the
 Original Facility Agreement and the alphabetical order of the remaining
 definitions in such clause shall be amended accordingly


	
 

	
 

	
 


	
 

	
 

	
““Eniadefhi” means Eniadfhi Shipping
 Corporation, a company incorporated according to the laws of the Republic of
 Liberia or such other company which shall be its successor in title.”


	
 

	
 

	
 


	
 

	
 

	
“Eniadfhi Guarantee’ means the guarantee of
 Eniadefhi referred to in Clause 11.1.10.”


	
 

	
 

	
 


	
 

	
 

	
“”Eniaprohi” means Eniaprohi Shipping
 Corporation, a company incorporated according to the laws of the Republic of
 Liberia or such other company which shall be its successor in title.”


	
 

	
 

	
 


	
 

	
 

	
“Eniaprohi Guarantee’ means the guarantee of
 Eniaprohi referred to in Clause 11.1.9.”


	
 

	
 

	
 


	
 

	
 

	
“Next Rollover Date’ means 15 June 2009.”;


	
 

	
 

	
 


	
 

	
6.2

	
The
 definitions of Group Guarantees set out in clause 1.1 of the Original
 Facility Agreement shall be deleted and replaced by the following new
 definition:-


	
 

	
 

	
 


	
 

	
 

	
“‘Group Guarantees’ means the Efragel
 Guarantee, the Marindou Guarantee, the Avstes Guarantee, the Eniaprohi
 Guarantee and the Eniadefhi Guarantee and “Group
 Guarantee” means any one of them.”


	
 

	
 

	
 


	
 

	
6.3

	
The
 definitions of Group Guarantors set out in clause 1.1 of the Original
 Facility Agreement shall be deleted and replaced by the following new
 definition:-


	
 

	
 

	
 


	
 

	
 

	
“‘Group Guarantors’ means Efragel, Marindou,
 Avstes, Eniaprohi and Eniadefhi and “Group
 Guarantor” means any one of them.”


	
 

	
 

	
 


	
 

	
6.4

	
the words
 “or any other amount acceptable to the Lender in its absolute discretion” in
 Clause 6.1 of the Original Facility Agreement shall be inserted after the
 words “one million Dollars ($1,000,000)” and the words “and any repaid amount
 shall be available for reborrowing.” shall be added at the end of Clause 6.1
 of the Original Facility Agreement;


	
 

	
 

	
 


	
 

	
6.5

	
Clause 6.2
 of the Original Facility Agreement shall be deleted.







9





	
 

	
 

	
 

	
 

	
 


	
 

	
6.6

	
An
 additional clause 11.1.9 shall be added to the Original Facility Agreement
 which shall be read and construed as follows:-


	
 

	
 

	
 


	
 

	
 

	
“11.1.9 a
 guarantee and indemnity from Eniaprohi dated 25 September 2008; and”


	
 

	
 

	
 


	
 

	
6.7

	
An
 additional clause 11.1.10 shall be added to the Original Facility Agreement
 which shall be read and construed as follows:-


	
 

	
 

	
 


	
 

	
 

	
“11.1.10 a
 guarantee and indemnity from Eniadefhi dated 25 September 2008. ”


	
 

	
 

	
 


	
 

	
6.8

	
clause 11.12
 of the Original Facility Agreement shall be deleted and replaced as follows:-


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“Cost of valuation The Borrower shall be
 liable for all costs and expenses incurred by the Lender in obtaining all
 valuations to be provided pursuant to this Clause, such valuations to be
 provided by the Borrower (i) semiannually throughout the Facility Period at
 a time which shall coincide with the provision of the Compliance Certificate
 in accordance with Clause 13.1.14 and 13.1.2 (the first such valuation to be
 provided within six (6) months after the Signing Date) and (ii) if requested
 by the Lender, semiannually throughout the Facility Period commencing six
 (6) months after the Next Rollover Date, unless there is an Event of Default
 in which case the Borrower shall be liable for all costs and expenses
 incurred by the Lender in obtaining any number of valuations required by it
 pursuant to Clause 11.11 and shall reimburse the Lender in respect of all
 such costs and expenses on demand.”;


	
 

	
 

	
 

	
 


	
 

	
6.9

	
the word
 “repay” in the first sentence of clause 11.14 (c) of the Original Facility
 Agreement shall be deleted and replaced by the word “prepay”;


	
 

	
 

	
 


	
 

	
6.10

	
an
 additional provision shall be inserted at the end of clause 11.14 of the
 Original Facility Agreement which shall be read and construed as follows:-


	
 

	
 

	
 


	
 

	
 

	
 

	
“Any amount
 prepaid pursuant to this Clause shall not be available for reborrowing.”;


	
 

	
 

	
 

	
 


	
 

	
6.11

	
an
 additional clause 6.11 shall be incorporated into the Corporate Guarantee
 which shall be read and construed as follows:-


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“6.11

	
In the event
 that the Borrower is not in compliance with the terms and conditions of
 clause 11.14 of the Facility Agreement and the amount of the shortfall
 thereunder is equal to or greater than one million Dollars ($1,000,000), the
 Guarantor shall make a prepayment in the requisite amount to ensure
 compliance to the absolute satisfaction of the Lender 







10





	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
with such
 clause. Clauses 7.2, 7.3 and 7.4 of the Facility Agreement shall apply,
 mutatis mutandis, to any repayment made pursuant to this Clause as if
 references to the Borrower were references to the Guarantor.”;


	
 

	
 

	
 

	
 

	
 


	
 

	
6.12

	
all
 references to “this Agreement” in the Original Facility Agreement shall be
 references to the Original Facility Agreement as amended and/or supplemented
 by this Third Supplemental Agreement and as further amended and/or
 supplemented and/or varied and/or novated from time to time;


	
 

	
 

	
 


	
 

	
6.13

	
all
 references in all other Finance Documents to the Agreement (however it may be
 defined) shall be read and construed as the Original Facility Agreement as
 supplemented and amended by this Third Supplemental Agreement; and


	
 

	
 

	
 


	
 

	
6.14

	
all other
 terms and conditions of the Original Facility Agreement and the other Finance
 Documents shall remain unaltered and in full force and effect.


	
 

	
 

	
 


	
7

	
Confirmation and Undertaking


	
 

	
 

	
 


	
 

	
7.1

	
Each of the
 Security Parties confirms that all of its respective obligations under or
 pursuant to each of the Security Documents to which it is a party remain in
 full force and effect, despite the amendments to the Original Facility
 Agreement made in this Third Supplemental Agreement, as if all references in
 any of the Security Documents to the Original Facility Agreement (however
 described) were references to the Original Facility Agreement as amended and
 supplemented by this Third Supplemental Agreement.


	
 

	
 

	
 


	
 

	
7.2

	
The
 definition of any term defined in any of the Finance Documents shall, to the
 extent necessary, be modified to reflect the amendments to the Original
 Facility Agreement made in this Third Supplemental Agreement.


	
 

	
 

	
 


	
 

	
7.3

	
For the
 avoidance of doubt, each of the Security Parties confirms that, if the
 Borrower and/or the Corporate Guarantor do not comply with any provision of
 this Third Supplemental Agreement, such event or circumstance shall
 constitute an Event of Default under clause 14.1.2 of the Facility Agreement.


	
 

	
 

	
 


	
 

	
7.4

	
With effect
 from 31 December 2008, the Lender waives all Events of Default that may have
 occurred between 31 December 2008 and 30 March 2009 (inclusive) under any of
 the Security Documents relating to:


	
 

	
 

	
 

	
 


	
 

	
 

	
7.4.1

	
any breach
 of clause 11.14 (Additional Security) of the Facility Agreement;







11





	
 

	
 

	
 

	
 


	
 

	
 

	
7.4.2

	
any breach
 of clause 13.2.22 (Financial Covenants) of the Facility Agreement; or


	
 

	
 

	
 

	
 


	
 

	
 

	
7.4.3

	
any breach
 of clause 6.10 of the Corporate Guarantee; or


	
 

	
 

	
 

	
 


	
 

	
 

	
7.4.4

	
the payment
 of any dividend prior to the date of this First Supplemental Agreement.


	
 

	
 

	
 

	
 


	
 

	
This Clause
 does not affect any right of the Lender in relation to (i) any Default or
 Event of Default that occurs from and including 31 March 2009 and is not
 covered by this First Supplemental Agreement and (ii) any Default or Event of
 Default which occurs after 31 March 2010.


	
 

	
 


	
8

	
Notices, Law and Jurisdiction


	
 

	
 


	
 

	
The
 provisions of clauses 18 and 22 of the Original Facility Agreement shall
 apply to this Third Supplemental Agreement as if they were set out in full
 and as if references to the Original Facility Agreement were references to
 this Third Supplemental Agreement and references to the Borrower were
 references to the Security Parties.


	
 

	
 


	
9

	
Costs and Expenses


	
 

	
 


	
 

	
The Security
 Parties shall, on demand of the Lender and upon a full indemnity basis,
 reimburse the Lender for all costs and expenses (including legal fees and
 disbursements plus any value added tax payable thereon) incurred by the
 Lender in connection with the preparation, negotiation and execution of this
 Third Supplemental Agreement and any other documents required.







12





IN WITNESS of which
the parties to this Third Supplemental Agreement have executed this Third
Supplemental Agreement as a deed the day and year first before written.


	
 

	
 

	
 


	
SIGNED and DELIVERED as a DEED by

	
)

	
 


	
PELEA SHIPPING LTD.

	
)

	
 


	
(as borrower)

	
)

	
 


	
acting by Konstantinos Adamopoulos

	
)

	
/s/
 Konstantinos Adamopoulos


	
its duly
 authorised attorney-in-fact

	
)

	
 


	
in the
 presence of:

	
)

	
 


	
Christodoulos Vartzis

	
 

	
/s/
 Christodoulos Vartzis


	
 

	
 

	
 


	
SIGNED and DELIVERED as a DEED by

	
)

	
 


	
SAFE BULKERS INC.

	
)

	
 


	
(as
 corporate guarantor)

	
)

	
 


	
acting by Konstantinos Adamopoulos

	
)

	
/s/
 Konstantinos Adamopoulos


	
its duly
 authorised attorney-in-fact

	
)

	
 


	
in the
 presence of:

	
)

	
 


	
Christodoulos Vartzis

	
 

	
/s/
 Christodoulos Vartzis


	
 

	
 

	
 


	
SIGNED and DELIVERED as a DEED by

	
)

	
 


	
EFRAGEL SHIPPING CORPORATION

	
)

	
 


	
(as a group
 guarantor)

	
)

	
 


	
acting by Konstantinos Adamopoulos

	
)

	
/s/
 Konstantinos Adamopoulos


	
its duly
 authorised attorney-in-fact

	
)

	
 


	
in the
 presence of:

	
)

	
 


	
Christodoulos Vartzis

	
 

	
/s/
 Christodoulos Vartzis


	
 

	
 

	
 


	
SIGNED and DELIVERED as a DEED by

	
)

	
 


	
MARINDOU SHIPPING CORPORATION

	
)

	
 


	
(as a group
 guarantor)

	
)

	
 


	
acting by Konstantinos Adamopoulos

	
)

	
/s/
 Konstantinos Adamopoulos


	
its duly
 authorised attorney-in-fact

	
)

	
 


	
in the
 presence of:

	
)

	
 


	
Christodoulos Vartzis

	
 

	
/s/ Christodoulos
 Vartzis







13





	
 

	
 

	
 


	
SIGNED and DELIVERED as a DEED by

	
)

	
 


	
AVSTES SHIPPING CORPORATION

	
)

	
 


	
(as a group
 guarantor)

	
)

	
 


	
acting by Konstantinos Adamopoulos

	
)

	
/s/
 Konstantinos Adamopoulos


	
its duly
 authorised attorney-in-fact

	
)

	
 


	
in the
 presence of:

	
)

	
 


	
Christodoulos Vartzis

	
 

	
/s/
 Christodoulos Vartzis


	
 

	
 

	
 


	
SIGNED and DELIVERED as a DEED by

	
)

	
 


	
ENIAPROHI SHIPPING CORPORATION

	
)

	
 


	
(as a group
 guarantor)

	
)

	
 


	
acting by Konstantinos Adamopoulos

	
)

	
/s/
 Konstantinos Adamopoulos


	
its duly
 authorised attorney-in-fact

	
)

	
 


	
in the
 presence of:

	
)

	
 


	
Christodoulos Vartzis

	
 

	
/s/
 Christodoulos Vartzis


	
 

	
 

	
 


	
SIGNED and DELIVERED as a DEED by

	
)

	
 


	
ENIADEFHI SHIPPING CORPORATION

	
)

	
 


	
(as a group
 guarantor)

	
)

	
 


	
acting by Konstantinos Adamopoulos

	
)

	
/s/
 Konstantinos Adamopoulos


	
its duly
 authorised attorney-in-fact

	
)

	
 


	
in the
 presence of:

	
)

	
 


	
Christodoulos Vartzis

	
 

	
/s/
 Christodoulos Vartzis


	
 

	
 

	
 


	
SIGNED and DELIVERED as a DEED by

	
)

	
 


	
DnB NOR BANK ASA

	
)

	
 


	
(as lender)

	
)

	
 


	
acting by Christodoulos Vartzis

	
)

	
/s/
 Christodoulos Vartzis


	
its duly
 authorised attorney-in-fact

	
)

	
 


	
in the
 presence of:

	
)

	
 


	
Konstantinos Karachaous

	
 

	
/s/
 Konstantinos Karachaous







14