Exhibit 4.70 




	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Issued

	
18/12/1985

	
 

	
The Documentary Committee of the Japan Shipping
 Exchange, Inc.

MEMORANDUM OF AGREEMENT

Code Name: NIPPONSALE 1993

	
 

	
Copyright.

	
 


	
 

	
Amended

	
13/7/1971

	
 

	
 

	
Published by The 

	
 


	
 

	
Amended

	
16/3/1977 

	
 

	
 

	
Japan Shipping 

	
 


	
 

	
Amended

	
9/9/1993

	
 

	
 

	
Exchange, Inc. 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 








	
 

	
 

	
 


	
 

	
Date

	
4th July 2008





IT IS THIS
DAY MUTALLY AGREED between the Sellers mentioned in (i) below (“the Sellers”)
and the Buyers mentioned in (ii) below (“the Buyers”) that the Sellers shall
sell and the Buyers shall buy the Vessel named in (iii) below with particulars
mentioned in (iv) - (viii) below (“the Vessel”), which has been occupied by
the Buyers as a result of their superficial inspection of the Vessel at
_____________________ and examination of her Class Records, on the following
terms and conditions: 


	
 

	
 

	
 


	
 

	
(i)

	
Sellers: Cosmos World Maritime S.A. of 53rd
 Street, Urbanizacion Obarrio, Torre ______ Bancosur, 16th Floor, Panama,
 Republic of Panama __________________________


	
 

	
 

	
 


	
 

	
(ii)

	
Buyers: Shikoku Friendship Shipping Company,
 80 Broad Street, Monrovia, Liberia _____________ (Original
 Sellers: Venus Sea Marine S.A., 53rd E Street, Urbanizacion Marbella, MMG
 Tower, 16th Floor, Panama, Republic of Panama)


	
 

	
 

	
 


	
 

	
(iii)

	
Vessel’s name: (Hull
 No.S-1579) See Clause 27_______________________________________________


	
 

	
 

	
 


	
 

	
(iv)

	
Flag: Panama_______________________
 (v) Class: Nippon Kaiji Kyokai (NK): with Classification Notation - NS* (CSR,
 BC-A, BC-XII, Grab 20), (ESP) MSN* Installations Characters - CHG, MPP, LSA,
 RCF, M0


	
 

	
 

	
 


	
 

	
(vi)

	
Built (year and builder’s name): 2010 and
 otherwise as provided in Clause 20 hereof at Marugame Headquarter (the
 “Shipyard”) of Imabari Shipbuilding Co., Ltd. (the “Builder”). Builder may at
 its discretion construct and deliver the Vessel at one of the Builder’s
 shipyards in Japan or the shipyards in Japan of the Builder’s affiliated
 companies in Japan other than the Shipyard.


	
 

	
 

	
 


	
 

	
(vii)

	
Estimated Gross register tonnage: abt.
 50,900_______ (viii) Estimated Summer dead-weight
 tonnage at
 assigned draught abt 95,000 M.T.


	
 

	
 

	
 


	
 

	
 

	
See also Clause 16.


	
 

	
 

	
 


	
1.

	
PRICE


	
 

	
 


	
 

	
The Purchase Price of the Vessel
 shall be United
 States Dollars Sixty Eight Million Three Hundred Sixty Thousand
 (US$68,360,000-) as may be adjusted pursuant to Clause 17.4


	
 

	
 


	
2.

	
PAYMENT See Clause 17.


	
 

	
 

	
 


	
 

	
(a)

	
As security for the fulfilment of
 this Agreement, the Buyers shall pay a deposit of ten (10) per cent of the
 Purchase Money to a bank nominated by the Sellers within three (3) banking
 days from the date of this Agreement, in the names of the Sellers and the Buyers,
 which shall be paid to the Sellers as apart of the Purchase Money in the same
 manner as the ninety (90) percent of the Purchase Money hereunder. Any
 interest earned on the deposit shall be for the Buyers’ account and any bank
 charges on the deposit shall be borne equally by the Sellers and the Buyers.


	
 

	
 

	
 


	
 

	
(b)

	
The Buyers shall remit the
 balance of the Purchase Money by telegraphic transfer to the said bank
 immediately after the Notice of Readiness for Delivery is tendered by the
 Sellers as per clause 7 of this Agreement. This balance shall be paid out to
 the Sellers together with the said ten (10) per cent deposit against the
 Protocol of Delivery and Acceptance being duly signed by the representatives
 of both parties at the time of delivery of the Vessel.












	
 

	
 

	
 


	
3.

	
DOCUMENTATION See also Clause 28.


	
 

	
 

	
 


	
 

	
At the time of delivery of the
 Vessel, the Sellers shall furnish the Buyers with the following documents:


	
 

	
 

	
 


	
 

	
(a) the
 Bill of Sale, duly attested by a Notary Public, specifying that the Vessel is
 free from all debts, encumbrances and maritime liens,


	
 

	
 

	
 


	
 

	
(b) a letter from the Sellers
 undertaking to supply a Deletion Certificate from the
 ________________________ Registry promptly after the Vessel’s delivery, and 


	
 

	
 

	
 


	
 

	
(c) such other documents as may
 be mutually agreed.


	
 

	
 

	
 


	
 

	
Closing and exchange Exchange of
 documents shall take place at a place nominated by the Sellers and agreed by the
 Buyers.


	
 

	
 

	
 


	
4.

	
DELIVERY PLACE AND TIME See Clause 20.


	
 

	
 

	
 


	
 

	
(a)

	
The Sellers shall deliver the
 Vessel to the Buyers at/in ___________________________________
 not before ______________________________________, and not later than ____________________________(“the
 canceling date”).


	
 

	
 

	
 


	
 

	
(b)

	
In the event the Sellers fail to
 make the Vessel ready for delivery on or before the canceling date, the
 Buyers shall have the option of maintaining or canceling this Agreement,
 provided such option shall be declared in writing within forty-eight
 (48) hours (Saturdays, Sundays and Holidays excepted) from the canceling
 date. However, any delay not exceeding thirty (30) days caused by force
 majeure and/or by repairs in order to pass the inspection under clause 6
 of this Agreement shall be accepted by the Buyers.


	
 

	
 

	
 


	
 

	
(c)

	
The Sellers shall keep the Buyers
 informed of the Vessel’s itinerary and give the Buyers thirty (30) / fifteen
 (15) / seven (7) / three (3) days notice of approximate expected place and
 date of readiness for delivery.


	
 

	
 

	
 


	
5.

	
DELIVERY CONDITION See Clause 31.


	
 

	
 

	
 


	
 

	
The Sellers shall deliver to the
 Buyers the Vessel substantially in the same condition as when the Vessel was
 inspected by the Buyers at the place mentioned in the preamble, fair wear and
 tear excepted, but free from outstanding recommendations and average damage
 affecting her present class with all her class, national and international
 trading certificates clean and valid at the time of delivery.


	
 

	
 


	
6.

	
DRYDOCKING


	
 

	
 


	
 

	
For the inspection by the
 Classification Society mentioned in (v) of the preamble of the Vessel’s
 bottom and other underwater parts below the summer lead line (“bottom and
 other underwater parts”), the Seller shall place the Vessel in drydock at the
 port of delivery or near thereto prior to delivery.


	
 

	
 

	
 


	
 

	
If the rudder, propeller, bottom
 or other underwater parts be found broken, damaged or defective so as to affect
 the Vessel’s clean certificate of class, the same shall be made good at the
 Sellers’ expense to the Classification Society’s satisfaction so as to retain
 the Vessel’s class without qualification.


	
 

	
 

	
 


	
 

	
While the Vessel is in drydock
 and if required by the Buyers or the Classification Society’s surveyor, the
 tail-end shaft shall be drawn, and should the same be condemned or found
 defective so as to affect the Vessel’s clean certificate of class, it shall
 be renewed or made good at the Sellers’ expense to the Classification
 satisfaction so as to retain the Vessel’s class without qualification.


	
 

	
 

	
 


	
 

	
The cost of drawing and replacing
 the tail end shaft shall be borne by the Buyers unless the Classification
 Society requires the tail-end shaft to be drawn, made good or renewed.


	
 

	
 

	
 


	
 

	
The expense of putting the Vessel
 in and taking her out of drydock and the drydock dues including the fee of
 the Classification Society’s surveyor shall be paid by the Buyers unless the
 rudder, propeller, bottom, other underwater parts of tail-end shaft be found
 broken, damaged or defective as aforesaid, in which even the Sellers shall
 pay these expenses.


	
 

	
 

	
 


	
 

	
The Sellers shall pay all costs
 of transporting the Vessel to the drydock and from the drydock to the place
 of delivery.












	
 

	
 

	
 


	
7.

	
NOTICE OF READINESS AND LIQUIDATED DAMAGES


	
 

	
 

	
 


	
 

	
When the Vessel has been approved
 by the Classification Society’s surveyor following the inspection stipulated
 in the preceding clause, the Vessel shall be deemed ready for delivery and
 thereupon When the Vessel is in all respects ready for delivery in
 accordance with the terms and conditions of this Agreement, the
 Sellers shall tender to the Buyers a notice of readiness for delivery and
 subject to the other terms of this Agreement, the Vessel shall be delivered
 from the Sellers to the Buyers upon delivery to the Sellers from the Original
 Sellers.


	
 

	
 

	
 


	
 

	
The Buyers shall take over the
 Vessel within three (3) banking days from the day of the receipt of such
 notice inclusive.


	
 

	
 

	
 


	
 

	
In the event of the Buyers not
 taking delivery of the Vessel within the period specified above, the Buyers
 shall pay to the Sellers the sum of US$20,000 _________________________ per day as
 liquidated damages, but such detention shall not exceed ten (10) days.


	
 

	
 

	
 


	
8.

	
Cancellation by FORCE MAJEURE


	
 

	
 

	
 


	
 

	
Should the Vessel become an
 actual or constructive total loss before delivery or not be able to be
 delivered through outbreak of war, political reasons, restraint of
 Governments, Princes or People, or any other cause which either party hereto
 cannot prevent, this Agreement shall be deemed to be null and void,
 and the deposit shall at once be returned in full to the Buyers, whereupon
 the provisions of Clause 18 shall apply.


	
 

	
 

	
 


	
9.

	
ALLOCATION OF RISK


	
 

	
 

	
 


	
 

	
The Vessel with everything
 belonging to her shall be at the Sellers’ risk and expense until she is
 delivered to and accepted by the Buyers, and after the delivery and
 acceptance of the Vessel in accordance with this Agreement the
 Sellers shall have no responsibility for any possible fault or deficiency of
 any description Vessel shall be at the Buyers’ risk.


	
 

	
 

	
 


	
10.

	
BELONGINGS AND BUNKERS See also Clause 24.


	
 

	
 

	
 


	
 

	
The Sellers shall deliver to the
 Buyers the Vessel with everything belonging to her at the time of the
 superficial inspection mentioned in the preamble including all spare parts,
 stores and equipment on board or on shore, used or unused, except such things
 as are in the normal course of operations used during the period between the
 superficial inspection and delivery. Forwarding charges, if any, shall be for
 the Buyers’ account. The Buyers shall take over and pay the Sellers
 for remaining bunkers and unused lubricating oils at least purchased prices
 evidenced by supporting vouchers. Payments under this clause shall be made on
 or prior to delivery of the Vessel in the same currency as the Purchase
 Money.


	
 

	
 

	
 


	
 

	
The Sellers shall provide an
 inventory list for the Buyers at the time of delivery.


	
 

	
 

	
 


	
11.

	
EXCLUSIONS FROM THE SALE See also Clauses 24 and 30.


	
 

	
 


	
 

	
The Sellers have the right to take
 ashore crockery, plate, cutlery, linen and other articles bearing the
 Sellers’ flag or name, provided they substitute for the same an adequate
 number of similar unmarked items. Books, cassettes and forms etc.,
 exclusively for use on the Sellers’ vessels, shall be taken ashore before
 delivery. Personal effects of the Master, Officers and Crow including slop
 chest, and hired equipment, if any, are excluded from this sale and shall be
 removed by the Sellers prior to delivery of the Vessel.


	
 

	
 


	
12.

	
CHANGE OF NAME ETC.


	
 

	
 

	
 


	
 

	
The Buyers undertake to change
 the name of the Vessel and alter the funnel markings upon delivery of the
 Vessel. See Clause 27 (Name and Markings of the
 Vessel) however the Buyers’ request in relation to such clause shall not
 interfere with the Vessel’s construction schedule at the Shipyard.












	
 

	
 

	
 


	
13.

	
ENCUMBRANCES ETC. See Clause 25.


	
 

	
 

	
 


	
 

	
The Sellers shall delivery to the
 Buyers the Vessel free from all debts, encumbrances and maritime liens.


	
 

	
 

	
 


	
 

	
The Sellers hereby underage to
 indemnify the Buyers against all consequences of claims made against the
 Vessel in respect of liabilities incurred prior to the time of delivery.


	
 

	
 

	
 


	
14.

	
DEFAULT AND COMPENSATION


	
 

	
 

	
 


	
 

	
Should the Buyers fail to fulfill
 this Agreement, the Sellers shall have the right to cancel the
 this
 Agreement. In such cancellation event, the parties anticipate that the Sellers
 shall incur damages. As liquidated damages, and not a penalty, the parties
 agree that in the event of such cancellation, the Sellers shall be entitled
 to retain, in which case the deposit the first
 installment. shall be forfeited to the Sellers The second
 and third installment of the Purchase Price shall at once be returned to the
 Buyers after deducting any other proven or agreed compensation from the
 Buyers beyond the first installment. If the deposit first,
 second and third installment does not cover the Sellers’ loss
 caused by the Buyers’ non-fulfilment of this Agreement, the Sellers shall be
 entitled to claim further compensation from the Buyers for any loss and for
 all expenses. If the Sellers should default in the delivery of the Vessel
 with everything belonging to her in the manner and within the time herein
 specified, then the Buyers can elect to terminate this Agreement whereupon the
 provisions of Clause 18 shall apply the deposit shall at
 once be returned to the Buyers and in addition the Sellers shall, when
 such default is due to their or the Builder’s or the Original Sellers’
 negligent or intentional acts or omissions, make due compensation for loss
 caused by their non-fulfilment of this Agreement.


	
 

	
 

	
 


	
15.

	
ARBITRATION


	
 

	
 

	
 


	
 

	
This Agreement shall be governed by and construed in
 accordance with English Law. Any dispute arising out
 of this Agreement shall be submitted to arbitration held in Tokyo London,
 England by the Tokyo Maritime Arbitration Commission
 (“TOMAC”) of The Japan Shipping Exchange, Inc. in accordance with the
 Rules of TOMAC provisions of the Arbitration Act 1996 and any
 statutory modification or re-enactment thereof for the time being in force.
 One arbitrator shall be appointed by each party and upon receipt by one party
 of the nomination in writing of the other party’s arbitrator, the party shall
 appoint their arbitrator within fourteen days. If the party fails to appoint
 their own arbitrator within such fourteen days, the decision of the single
 arbitrator appointed shall apply. If two arbitrators are properly appointed
 they shall in turn appoint a third arbitrator and the three arbitrators
 appointed will be deciding by majority and their decision will be final. In
 the event that the two arbitrators appointed by the parties fail to agree on
 the appointment of the third arbitrator, then the President of the London
 Maritime Arbitrators Association at that time shall be asked by party to appoint
 the third arbitrator. amendments thereto, and
 the award given by the arbitrators shall be final and binding on both parties. No term
 of this Agreement is enforceable under the Contracts (Right of Third Parties)
 Act 1999 by a person who is not a party to this Agreement.


	
 

	
 

	
 


	
 

	
The additional clauses from 16 to
 __________________________37_________________ shall be deemed to be fully
 incorporated in this Agreement.












IN
WITNESS WHEREOF the Sellers and the Buyers have signed and executed TWO
COPIES Two
Originals of this Agreement the day and year first above written.


	
 

	
 

	
 

	
 

	
 


	
THE
 SELLERS

	
 

	
THE
 BUYERS


	
Cosmos
 World Maritime S.A.

	
 

	
Shikoku
 Friendship Shipping Company


	
 

	
 

	
 

	
 

	
 


	
/s/
 Yoshihisa Nishimuro

	
 

	
/s/
 Loukas Barmparis


	


	
 

	



	
By:

	
Yoshihisa
 Nishimuro 

	
 

	
By:

	
Loukas
 Barmparis 


	
Title:

	
Attorney
 in fact

	
 

	
Title:

	
President





This Memorandum of Agreement
is a computer generated copy of the “NIPPONSALE 1993” form printed by authority
of the Documentary Committee of The Japan Shipping Exchange, Inc., using
software which is the copyright of Strategic Software Ltd. Any insertion or
deletion to the form must be clearly visible. In the event of any modification
made to the reprinted text of this document which is not clearly visible, the
original approved document shall apply. The Documentary Committee of the Japan
Shipping Exchange, Inc. and Strategic Software Ltd. assume no responsibility
for any loss or damage caused as a result of discrepancies between the original
approved document and this document, damage caused as a result of discrepancies
between the original approved document and this document.






Exhibit 4.70


ADDITIONAL
CLAUSES TO THE MEMORANDUM OF AGREEMENT DATED JULY 4TH, 2008 BETWEEN COSMOS
WORLD MARITIME S.A. AND SHIKOKU FRIENDSHIP SHIPPING COMPANY


	
 

	
 


	
16.

	
Definitions





“Banking days”
means the days on which banks are open in Tokyo, Athens, New York City and
London.


“In writing”
or “written” means a letter handed over from the Sellers to the Buyers or vice
versa, a registered letter, telefax or other modern form of written
communication.


“Classification
Society” or “Class” means the Society referred to in line 12 of this Agreement.


“Shipbuilding
Contract” means the shipbuilding contract dated November 28th, 2006 made
between the Builder and the Original Sellers in relation to the construction of
the Vessel by the Builder for delivery and sale to the Original Sellers.


“Specifications”
means the specifications agreed between the Buyers and the Sellers comprising
namely of the following documents:


	
 

	
 


	
a)

	
Specifications
 (N-080905) of 95,000M.T. D/W Type Bulk Carrier dated May 9, 2008 (Dwg No.
 C-9000);


	
 

	
 


	
b)

	
General
 Arrangement (N-080905) of 95,000M.T. D/W Type Bulk Carrier dated May 9, 2008
 (Dwg No. C-0200),


	
 

	
 


	
c)

	
Memorandum
 of Discussion of 95,000M.T.D/W Type Bulk Carrier dated July 4, 2008.





each of
documents a), b) and c) signed on the front page by the Buyers, the Sellers,
the Builder and the Original Sellers and forming an integral part of this
Agreement. For the avoidance of doubt, the term “Contract”, wherever mentioned
in the Specifications refers to the Shipbuilding Contract and not this
Agreement.


“Dollars” and
“$” mean the lawful currency of the United States of America at any relevant
time.


	
 

	
 


	
17.

	
Terms of
 payment


	
 

	
 


	
17.1

	
The Purchase
 Price shall be paid by the Buyers to the Sellers in four (4) instalments as
 follows:


	
 

	
 


	
17.1.1

	
First
 instalment


	
 

	
 


	
 

	
The sum of
 Six Million Eight Hundred Twenty Thousand Dollars ($6,820,000) shall be paid
 in cash within Three (3) Banking days of the later of the date on which (i)
 this Agreement has been duly executed by the Buyers and the Sellers and (ii)
 the original of the Refund Bank Guarantee (as defined below) for the full
 amount of the first instalment has been delivered to the Buyers in accordance
 with the terms of this Agreement and (iii) an original of the Sellers’ Parent
 Guarantee (as defined below) has been delivered to the Buyers in accordance
 with the terms of this Agreement.


	
 

	
 


	
17.1.2

	
Second
 instalment


	
 

	
 


	
 

	
The sum of
 Ten Million Two Hundred Thirty Thousand Dollars ($10,230,000) shall be paid
 in cash within two (2) Banking days of the later of (i) August 31st, 2009 and
 (ii) the date the original of the Refund Bank Guarantee (as defined
 below) for the full amount of the second instalment has been delivered to the
 Buyers in accordance with the terms of this Agreement.


	
 

	
 


	
17.1.3

	
Third
 instalment












	
 

	
 

	
 


	
 

	
The sum of
 Ten Million Two Hundred Thirty Thousand Dollars ($10,230,000) shall be paid
 in cash within two (2) Banking days of the later of (i) the date of receipt
 by the Buyers of confirmation signed by the Builder that the launching of the
 Vessel has been completed and (ii) the date the original of the Refund Bank
 Guarantee (as defined below) for the full amount of the third instalment has
 been delivered to the Buyers in accordance with the terms of this Agreement.


	
 

	
 

	
 


	
17.1.4

	
Fourth
 instalment


	
 

	
 

	
 


	
 

	
The sum of
 Forty One Million Eighty Thousand Dollars ($41,080,000) plus any increase or
 minus any decrease due to adjustment of the Purchase Price pursuant to Clause
 17.4, plus the cost of bunkers payable pursuant to Clause 24 shall be paid
 upon delivery of the Vessel from the Sellers to the Buyers in accordance with
 the terms of this Agreement.


	
 

	
 

	
 


	
 

	
The dates on
 which any of the above instalments is due to be paid under this Agreement
 shall each be referred to hereinafter as a “Due Date”.


	
 

	
 

	
 


	
17.2

	
Method of
 Payment


	
 

	
 

	
 


	
17.2.1

	
First three
 instalments


	
 

	
 

	
 


	
 

	
On the Due
 Date of each the first three instalments, the Buyers shall pay the amount of
 the relevant instalment by telegraphic transfer to a Japanese bank nominated
 by the Sellers (the “Sellers’ Bank”), for the account of the Sellers.


	
 

	
 

	
 


	
17.2.2

	
Fourth
 instalment


	
 

	
 

	
 


	
 

	
The Buyers
 shall, at least two (2) Banking days prior to the scheduled delivery date of
 the Vessel, make a cash deposit in the Sellers’ Bank in the Buyers’ (or their
 financiers’) name of the relevant amount in accordance with Clause 17.1.4
 hereof, such deposit to be released to the Sellers against presentation to
 the Sellers’ Bank of a copy of the Protocol of Delivery and Acceptance
 executed between the Sellers and the Buyers under this Agreement and
 confirming the date and time of delivery of the Vessel from the Sellers to
 the Buyers.


	
 

	
 

	
 


	
17.3

	
Notice of
 Payment before Delivery


	
 

	
 

	
 


	
 

	
With the
 exception of the first instalment, the Sellers shall advise the Buyers in
 writing of the due date of each instalment at least seven (7) days prior to
 the Due Date thereof.


	
 

	
 

	
 


	
 

	
No payment
 under this Agreement shall be delayed or withheld by the Buyers on account of
 any dispute or disagreement of whatever nature arising between the parties
 hereto provided however that:


	
 

	
 

	
 


	
 

	
(a)

	
no
 instalment shall be paid whilst any Refund Bank Guarantee (as defined below)
 is no longer effective or requires substitution in accordance with Clause 19
 hereof; and


	
 

	
 

	
 


	
 

	
(b)

	
no
 instalment shall be paid whilst the Sellers’ Parent Guarantee (as defined
 below) is not in full force in accordance with Clause 19 hereof.


	
 

	
 

	
 


	
17.4

	
Adjustment
 of the Fourth Instalment of the Purchase Price


	
 

	
 

	
 


	
17.4.1

	
The Fourth
 Instalment of the Purchase Price shall be subject to downward adjustments in
 accordance with the provisions of Clauses 21, 22 and 23 hereof and


	
 

	
 

	
 


	
17.4.2

	
In the event
 that the Builder, Original Sellers, Sellers and the Buyers all agree to any
 change in the Specifications (which for the avoidance of doubt includes any
 changes pursuant to Clause 27), then the Purchase Price payable by the Buyers
 to the Sellers under this Agreement shall be adjusted accordingly.












	
 

	
 

	
 


	
18.

	
Refund of
 Pre-delivery Instalments


	
 

	
 

	
 


	
 

	
The payments
 made by the Buyers to the Sellers prior to delivery of the Vessel shall
 constitute advances to the Sellers. If the Vessel is rejected or this
 Agreement is lawfully cancelled or this Agreement is terminated in accordance
 with this Agreement by the Buyers, the Sellers shall forthwith refund to the
 Buyers the full amount of all sums paid by the Buyers to the Sellers in
 advance of delivery, together with interest thereon at the rate of six per
 cent (6%) per annum from the day following the date of receipt by the Sellers
 of the relevant pre-delivery instalment to the date of remittance by
 telegraphic transfer of such refund, provided however that any refund on
 account of the Buyers’ default under Clause 14 hereof or due to the force
 majeure under Clause 8 and Clause 33 of this Agreement shall be made without
 any interest.


	
 

	
 

	
 


	
 

	
The transfer
 and other bank charges of such refund shall be for the Sellers’ account.


	
 

	
 

	
 


	
 

	
It is hereby
 understood by both parties that payment of any interest provided herein is by
 way of liquidated damages due to the cancellation of this Agreement and not
 by way of compensation for use of money.


	
 

	
 

	
 


	
 

	
In the event
 that any withholding or deduction is imposed by any law on any refund made to
 the Buyers under this Agreement, the Sellers will pay such additional amount
 to the Buyers as may be necessary in order that the actual amount received by
 the Buyers after such deduction or withholding shall be equal to the amount
 that would have been received by the Buyers hereunder if such deduction or
 withholding were not required.


	
 

	
 

	
 


	
19.

	
Guarantees


	
 

	
 

	
 


	
19.1

	
Sellers’
 Parent Guarantee


	
 

	
 

	
 


	
 

	
As security
 for (a) the due and punctual refund of all the installments of the Purchase
 Price and all other sums of money due to the Buyers by the Sellers under this
 Agreement and (b) the due and punctual performance of all other obligations
 of the Sellers under this Agreement, the Sellers shall furnish the Buyers
 upon execution of this Agreement with a performance guarantee (the “Sellers’
 Parent Guarantee”) in the form of Exhibit “A” attached hereto duly executed
 by ITOCHU Corporation of 5-1, Kita Aoyama 2-Chome, Minato-Ku, Tokyo, Japan
 (the “Sellers’ Guarantor”).


	
 

	
 

	
 


	
 

	
If for
 whatsoever reason the Sellers’ Parent Guarantee ceases to be in full force
 and effect, the Buyers shall be entitled to terminate this Agreement
 whereupon the provisions of Clause 18 hereof shall apply.


	
 

	
 

	
 


	
 

	
All expenses
 in issuing and maintaining the Sellers’ Parent Guarantee shall be borne by
 the Sellers.


	
 

	
 

	
 


	
 

	
The Buyers
 have the right to assign any of their rights under the Sellers’ Parent
 Guarantee to a bank or financial institution providing the Buyers with
 finance in relation to the acquisition of the Vessel.


	
 

	
 

	
 


	
19.2

	
Refund Bank
 Guarantee


	
 

	
 

	
 


	
 

	
The Sellers
 shall, immediately prior to the receipt of each instalment, deliver to the
 Buyer the original of an irrevocable, unconditional and freely assignable
 letter of guarantee, in the form annexed hereto as Exhibit “B” (together the
 “Refund Bank Guarantees” and each a “Refund Bank Guarantee”), issued in each
 case by a first class Japanese bank acceptable to the Buyers (the “Refund
 Guarantor”) as security for the refund to the Buyers of the instalments paid
 by the Buyers to the Sellers before delivery of the Vessel under or pursuant
 to Clause 17 hereof plus interest as aforesaid.


	
 

	
 

	
 


	
 

	
If for
 whatsoever reason any of the Refund Bank Guarantees ceases to be in full
 force and effect or the relevant Refund Guarantor’s financial condition
 deteriorates to a rating below that of












	
 

	
 

	
 


	
 

	
investment
 grade in accordance with the relevant ratings provided by Standard &
 Poor’s or Moody’s Investors Service, Inc., the Sellers shall have the
 obligation to deliver to the Buyers within ten (10) Banking days from the
 date on which such Refund Bank Guarantee ceased to be in full force and
 effect or the relevant Refund Guarantor’s financial condition deteriorated, a
 substitute letter of guarantee issued by a bank or financial institution
 acceptable to the Buyers and being in a form and substance acceptable to the
 Buyers. In the event that the Sellers fail to deliver to the Buyers such
 substitute letter of guarantee as aforesaid, the Buyers shall be entitled to
 terminate this Agreement whereupon the provisions of Clause 18 hereof shall
 apply.


	
 

	
 

	
 


	
 

	
The costs
 for obtaining and maintaining the Refund Guarantee or any substitute
 guarantee thereof shall be paid by the Sellers on behalf of the Buyers,
 provided however that the Sellers shall be reimbursed by the Buyers for such
 cost on delivery at the same time as the payment of the final instalment and
 provided further that the Buyers’ obligation hereunder shall not exceed an
 amount equal to three quarters of one per cent (0.75%) per annum of the
 amount of each pre-delivery instalment actually paid and guaranteed under the
 relevant Refund Guarantee or substitute thereof.


	
 

	
 

	
 


	
 

	
The Buyers
 have the right to assign any of their rights under the Refund Bank Guarantee
 to a bank or financial institution providing the Buyers with finance in
 relation to the acquisition of the Vessel.


	
 

	
 

	
 


	
19.3

	
Buyers’
 Parent Guarantee


	
 

	
 

	
 


	
 

	
As security
 for (a) the due and punctual payments of all the instalments of the Purchase
 Price and all other sums of money due to the Sellers under this Agreement and
 (b) due and punctual performance of any and all other obligations of the
 Buyers whatsoever stipulated in this Agreement, the Buyers shall furnish the
 Sellers simultaneously with the execution of this Agreement with a
 performance guarantee (the “Buyers’ Parent Guarantee”) in the form of Exhibit
 “C” attached hereto, duly executed by Safe Bulkers, Inc. (the “Buyers’
 Guarantor”) whereby such Buyer’s Guarantor shall guarantee the performance of
 the Buyers under this Agreement.


	
 

	
 

	
 


	
 

	
All expenses
 in issuing and maintaining the Buyers’ Parent Guarantee shall be borne by the
 Buyers.


	
 

	
 

	
 


	
20.

	
Notices of
 delivery, delivery area and time of delivery


	
 

	
 

	
 


	
 

	
Subject to
 the terms of this Agreement (including, but without limitation to the
 generality of the foregoing, any terms allowing the Buyers to cancel or
 terminate this Agreement), the Vessel shall be delivered charter free, cargo
 free, safely afloat alongside a safe berth at the Shipyard or at one of the
 Builder’s shipyards including Builder’s affiliated shipyards from (and
 including) 1st August 2010 until (and including) 31st October 2010 (31st October 2010 being
 hereinafter referred to as the “Delivery Date”), except non-Banking days and
 except that, in the event of delays in the construction of the Vessel or any
 performance required under this Agreement due to causes which under the terms
 of this Agreement permit postponement of the date for delivery, the
 aforementioned date for delivery of the Vessel shall be postponed
 accordingly.


	
 

	
 

	
 


	
 

	
The Sellers
 shall keep the Buyers well informed of the estimated time and place of
 delivery with 30, 15 and 7 days approximate notice of the Vessel’s time and
 place of delivery.


	
 

	
 

	
 


	
21.

	
Adjustment
 of Purchase Price


	
 

	
 

	
 


	
 

	
As regards
 the first thirty (30) days (ending as of twelve o’clock midnight of the
 thirtieth (30th) day of delay) of delay in delivery of the Vessel no
 adjustment shall be made and the Purchase Price shall remain unchanged.


	
 

	
 

	
 


	
 

	
If the
 delivery of the Vessel is delayed more than thirty (30) days after the
 Delivery Date, then, in such event, beginning at twelve o’clock midnight
 (Japan time) of the thirtieth (30th) day after the Delivery Date, the
 Purchase Price shall be reduced by deducting therefrom the sum of Twenty 












	
 

	
 

	
 


	
 

	
Thousand
 Dollars ($20,000) for each day of delay thereafter. However, the total
 reduction in the Purchase Price shall not be more than as would be the case
 for a delay of one hundred and fifty (150) days, counting from midnight of
 the thirtieth (30th) day after the Delivery Date at the above specified rate
 of reduction, that is at a total reduction of Three Million Dollars
 ($3,000,000.-).


	
 

	
 

	
 


	
 

	
If the delay
 in delivery of the Vessel should continue for a period of one hundred and
 fifty (150) days from twelve o’clock midnight (Japan time) of the thirtieth
 (30th) day after the Delivery Date, then in such event, and after such period
 has expired, the Buyers may, at any time thereafter, at their option rescind
 this Agreement whereupon the provision of Clause 18 shall apply. The Sellers
 may, at any time after the expiration of the aforementioned one hundred and
 eighty (180) days of delay in delivery, if the Buyers has not served notice
 of rescission as provided in this Clause hereof, demand in writing that the
 Buyers shall make an election, in which case the Buyers shall, within fifteen
 (15) days after such demand is received by the Buyers, notify the Sellers of
 their intention either to rescind this Agreement or to consent to the
 acceptance of the Vessel at an agreed future date; it being understood by the
 parties hereto that, if the Vessel is not delivered by such agreed future
 date, the Buyers shall have the same right of rescission upon the same terms
 and conditions as hereinabove provided.


	
 

	
 

	
 


	
 

	
In
 calculating delay in delivery of the Vessel under this Clause 21 any
 Permissible Delays (as defined in Clause 33 hereof) shall not be taken into
 account.


	
 

	
 

	
 


	
22.

	
Adjustment
 of Purchase Price due to insufficient speed or deadweight or excessive fuel
 or consumption


	
 

	
 

	
 


	
22.1.1

	
Insufficient
 Speed


	
 

	
 

	
 


	
 

	
The Purchase
 Price shall not be reduced by reason of the trial speed, as determined by the
 trial run, being not more than three-tenths (3/10ths) of one (1)
 knot below the guaranteed speed of the Vessel of 16.25 knots at normal output
 of main engine in the condition as specified in the Specifications (the
 “Guaranteed Speed”).


	
 

	
 

	
 


	
 

	
However, in
 the event that the deficiency in trial speed of the Vessel is by more than
 three-tenths (3/10ths) of one (1) knot below the Guaranteed Speed,
 the Sellers shall pay to the Buyers as liquidated damages, by means of a
 corresponding reduction of the Purchase Price, the sum of Sixty Five Thousand
 Dollars ($65,000.-) for each one-tenth (1/10th) of a
 knot deficiency over and above the deficiency of three-tenths (3/10ths) of one (1) knot, by which
 the trial speed of the Vessel falls below the Guaranteed Speed (fractions of
 one tenth (1/10th) to be pro-rated).


	
 

	
 

	
 


	
 

	
In the event
 of such deficiency being more than one (1) knot, then the Buyers shall have
 the option to cancel this Agreement whereupon the provisions of Clause 18
 hereof shall apply. However, the maximum reduction in the Purchase Price
 shall in no event be more than the amount in the case of a deficiency of one
 (1) knot below the Guaranteed Speed, that is at a total reduction of Four
 Hundred Fifty Five Thousand Dollars ($455,000.-).


	
 

	
 

	
 


	
22.1.2

	
Excessive
 Fuel Consumption


	
 

	
 

	
 


	
 

	
The Purchase
 Price shall not he reduced by reason of the fuel oil consumption of the
 Vessel’s main engine, measured at shop test burning diesel oil in accordance
 with the Specifications, exceeding the guaranteed fuel oil consumption of the
 Vessel’s main engine of 168.9 g/kW- h (the “Guaranteed Fuel Oil
 Consumption”), if such excess is not more than three percent (3%) of the
 Guaranteed Fuel Oil Consumption.


	
 

	
 

	
 


	
 

	
However, in
 the event that the excess of fuel consumption of the Vessel’s main engine, as
 determined by the shop trial, is more than three percent (3%) of the
 Guaranteed Fuel Oil Consumption, the Sellers shall pay to the Buyers as
 liquidated damages, by means of a corresponding reduction to the Purchase
 Price, the sum of Sixty Five Thousand Dollars Dollars ($65,000.-) for each
 full one (1) percent increase in fuel consumption over and above the three 












	
 

	
 

	
 


	
 

	
percent (3%)
 excess referred to above, in the fuel consumption of the Vessel (fractions of
 one percent (1%) to be pro-rated).


	
 

	
 

	
 


	
 

	
In the event
 of the excess of the fuel consumption of the Vessel’s main engine is
 exceeding by ten percent (10%) or more of the Guaranteed Fuel Oil
 Consumption, then the Buyers shall have the option to cancel this Agreement
 whereupon the provisions of Clause 18 hereof shall apply. However, the
 maximum reduction in the Purchase Price shall in no event be more than the
 amount in the case of an excess of ten percent (10%) over the Guaranteed Fuel
 Oil Consumption, that is at a total reduction of Four Hundred Fifty Five
 Thousand Dollars ($455,000.-).


	
 

	
 

	
 


	
22.1.3

	
Deadweight
 below requirements


	
 

	
 

	
 


	
 

	
The Purchase
 Price shall not be reduced by reason of the actual deadweight of the Vessel,
 being by not more than 950 metric tons below the guaranteed deadweight of
 95,000 metric tons in the condition as specified in the Specifications (the
 “Guaranteed Deadweight”).


	
 

	
 

	
 


	
 

	
However, in
 the event that the actual deadweight of the Vessel is below the Guaranteed
 Deadweight by more than 950 metric tons, the Sellers shall pay to the Buyers
 as liquidated damages, by means of a corresponding reduction of the Purchase
 Price, the sum of Seven Hundred Dollars ($700.-) for each metric ton over and
 above the said 950 metric tons of such deficiency (fractions of one metric
 ton to be pro-rated).


	
 

	
 

	
 


	
 

	
In the event
 of the actual deadweight of the Vessel being below the Guaranteed Deadweight
 by 2,850 metric tons or more, then the Buyers have the option to cancel this
 Agreement whereupon the provisions of Clause 18 shall apply. However, the
 maximum reduction in the Purchase Price under this Clause 22.1.3 shall in no
 event be more than the amount in the case of a deficiency of 2,850 metric
 tons below the Guaranteed Deadweight, that is at a total reduction of One
 Million Three Hundred Thirty Thousand Dollars ($1,330,000.-).


	
 

	
 

	
 


	
22.1.4

	
Cumulative
 Effect


	
 

	
 

	
 


	
 

	
The
 liquidated damages payable under this Clause are cumulative with respect to
 other liquidated damages payable hereunder. For the avoidance of any doubt,
 the liquidated damages shall be the only remedy payable by the Sellers to the
 Buyers for any damages arising as a result of any event for which such
 liquidated damages are paid.


	
 

	
 

	
 


	
22.1.5

	
Investigation


	
 

	
 

	
 


	
 

	
The Sellers
 shall use their reasonable endeavours to procure that the Builder shall
 investigate the cause of any insufficiency in speed, deadweight or an excess
 in fuel consumption as early as possible.


	
 

	
 

	
 


	
23

	
Lubricating
 oils


	
 

	
 

	
 


	
 

	
The
 lubricating oils necessary for the launching and the sea trials of the Vessel
 shall be supplied by the Buyers at the Shipyard prior to the time of
 launching and the sea trials, respectively, and the Sellers shall reimburse
 to the Buyers upon delivery of the Vessel or, if this Agreement is terminated,
 on termination, the cost of the lubricating oils consumed during launching or
 during the sea trials at the original purchase price of the Buyers, PROVIDED
 ALWAYS HOWEVER that, the Buyers shall have the right, instead of receiving a
 payment by the Sellers under this Clause, to deduct in lieu of payment an
 amount equal to the said cost of the lubricant oils from the last instalment
 of the Purchase Price payable under this Agreement. In measuring the consumed
 quantity, lubricating oils remaining in the main engine, other machinery and
 their pipes stern tube and the like, shall be excluded.


	
 

	
 

	
 


	
 

	
The quantity
 of lubricating oils supplied by the Buyers shall be in accordance with the
 instructions of the Sellers.












	
 

	
 

	
 


	
24.

	
Stores /
 Provisions / Spare Parts and Bunkers


	
 

	
 

	
 


	
 

	
The Sellers
 shall deliver the Vessel to the Buyers with everything on board and on shore
 and on order, if any, including all broached/unbroached stores and
 provisions, spare parts and spare equipment (the vessel has no spare
 propeller, no spare tail-end shaft, and no spare anchor) and all
 radio/communications installations and navigational equipment, in each case
 at no extra cost for the Buyers. Upon delivery and acceptance of the Vessel
 all such items, whether on board or ashore and whether existing or on order,
 shall become the Buyers’ property. Spare parts shall be in accordance with
 the terms of the Specifications.


	
 

	
 

	
 


	
 

	
The Buyers
 shall take over and pay extra for all remaining bunkers (IFO and MDO)
 remaining on board the Vessel at the time of delivery and acceptance at the
 Sellers’ actual purchase price (which, for the avoidance of doubt, shall
 include any discounts available to the Sellers) supported by vouchers.


	
 

	
 

	
 


	
 

	
Quantities
 of remaining bunkers etc. shall be mutually agreed latest by seven (7) days
 prior to delivery.


	
 

	
 

	
 


	
25.

	
No
 Encumbrances


	
 

	
 

	
 


	
 

	
The Sellers
 warrant that the Vessel, at the time of delivery and acceptance thereof,
 shall be free from all charters, maritime liens, encumbrances or any other
 debts or claims whatsoever.


	
 

	
 

	
 


	
 

	
The Sellers
 undertake to indemnify the Buyers against all consequences of claims made
 against the Vessel in respect of liabilities incurred prior to the time of
 delivery including, but without prejudice to the generality of the foregoing,
 all liabilities or claims for or on account of the use of any patents,
 copyrights, trademarks or design rights of any nature or kind or for the
 infringement thereof including any unpatented invention made or used in the
 construction of the Vessel or on the Vessel and also for any costs and
 expenses of litigation, if any, in connection therewith. Nothing contained
 herein shall be construed as transferring any patent or trademark rights or
 copyright in equipment covered by this Agreement, and all such rights are hereby
 expressly reserved to the true and lawful owners thereof.


	
 

	
 

	
 


	
26.

	
Visits and
 familiarization during Trial Run


	
 

	
 

	
 


	
 

	
Subject to
 the other terms of this Clause 26, the Buyers shall have no right to maintain
 any supervisors during construction. The Vessel shall be constructed under
 the supervision by the Original Sellers in accordance with the
 Specifications.


	
 

	
 

	
 


	
 

	
For the
 avoidance of doubt, the Buyers have the right to appoint their representative
 to visit the Builder’s yard twice, one person for five days each, as an
 observer only after the erection of the first block on the dock, always
 subject to the attendance of the Sellers. Furthermore, two (2)
 representatives of the Buyers shall have the right to attend the Vessel’s sea
 trial run as the observers.


	
 

	
 

	
 


	
 

	
The Sellers
 shall procure that the Builder, during all working hours (official and/or
 unofficial) until delivery and acceptance of the Vessel, shall arrange for
 the observers of the Buyers to have free and ready access to the Vessel, her
 equipment and accessories during the above agreed period.


	
 

	
 

	
 


	
 

	
The Sellers
 shall, and shall procure that the Builder shall, promptly provide to the
 observers of the Buyers, all such information as he or they may reasonably
 request in connection with the construction of the Vessel.


	
 

	
 

	
 


	
 

	
The Master,
 the Chief Engineer, the Chief Mate and the Second Engineer of the Buyers (but
 the Buyers have the option to change ranks of crew) shall be allowed to join
 the Vessel for the familiarization purpose when the trial run is carried from
 one (1) day prior to the 1st day of sea trial run until delivery and
 acceptance of the Vessel. The date/schedule of trial run will be advised 












	
 

	
 

	
 


	
 

	
by the
 Sellers to the Buyers in advance and in any event not later than fourteen
 (14) days prior to the scheduled trial run date.


	
 

	
 

	
 


	
 

	
Any of the
 Buyers’ crews joining the Vessel for familiarization purpose are always at
 the Buyers’ risk and expense and always subject to the Builder’s and the
 Sellers’ directions. Before boarding the Vessel prior to the scheduled
 delivery date, an indemnity letter in the Sellers’ form shall be signed by
 the Buyers’ crew to be boarding the Vessel.


	
 

	
 

	
 


	
 

	
The Sellers
 shall cause the Builder to provide an inventory list, if any, with the
 Buyers’ representative(s) on board within a reasonable time after their
 embarkation.


	
 

	
 

	
 


	
 

	
Prior to the
 delivery and acceptance of the Vessel, the Buyers may send their
 representative(s) to the Shipyard in preparation for delivery and embarkation
 of the Buyers crew.


	
 

	
 

	
 


	
27.

	
Name and markings
 of the Vessel


	
 

	
 

	
 


	
 

	
It is hereby
 agreed that it will be for the Buyers and not for the Sellers to provide the
 name of the Vessel and the Sellers agree that they will pass the Buyers’
 proposed name to the Builder and arrange that the same is imprinted by the
 Builder on the Vessel’s hull and on the Vessel’s papers. To the extent the
 Builder requires any additional payment for making such imprints, then such
 payment shall be for the Buyers’ account.


	
 

	
 

	
 


	
 

	
Subject to
 the Builder’s consent, the Sellers shall procure that any naming ceremony, as
 well as any delivery ceremony relating to the Vessel is attended by the
 Buyers as if it were a ceremony arranged by the Builder for the Buyers’
 guests and personnel.


	
 

	
 

	
 


	
28.

	
Documentation


	
 

	
 

	
 


	
28.1.1

	
Documentation
 upon execution of this Agreement


	
 

	
 

	
 


	
 

	
Apart from
 the guarantees provided in Clause 19 of this Agreement, the Sellers and the
 Buyers shall deliver to each other the following documents upon execution of
 this Agreement:


	
 

	
 

	
 


	
 

	
(a)

	
Copy of
 constitutional documents of the Sellers, the Sellers’ Guarantor, the Buyers
 and the Buyers’ Guarantors, respectively, certified as true and complete by
 an officer of the relevant party;


	
 

	
 

	
 


	
 

	
(b)

	
Certificate
 of Incumbency of the directors, officers and the shareholders issued by the
 Sellers and the Buyers, respectively;


	
 

	
 

	
 


	
 

	
(c)

	
Minutes of a
 Meeting of the Board of Directors (or of such other corporate organization)
 of the Sellers and the Buyers, respectively, unanimously approving, inter
 alia, the execution of this Agreement and all other documents as may be
 required hereunder duly notarized and apostilled or, as the case may be,
 legalised;


	
 

	
 

	
 


	
 

	
(d)

	
Notarized
 and apostilled or, as the case may be, legalized Power of Attorney of the
 Sellers, the Sellers’ Guarantor, the Buyers and the Buyers’ Guarantors
 respectively issued pursuant to the meeting mentioned in paragraph (c) above;


	
 

	
 

	
 


	
 

	
(e)

	
An original
 Certificate of Good Standing of the Sellers, the Sellers’ Guarantor, the
 Buyers, and the Buyers’ Guarantors respectively showing the relevant party
 being in good standing under the laws of their respective countries of
 incorporation.


	
 

	
 

	
 


	
28.1.2

	
Documentation
 upon Delivery of the Vessel


	
 

	
 

	
 


	
 

	
In exchange
 for the payment of the Purchase Price, the Sellers shall deliver to the Buyers
 the following documents, which shall accompany the Protocol of Delivery and
 Acceptance to be executed between the Sellers and the Buyers:












	
 

	
 

	
 


	
 

	
(a)

	
One original
 of a legal bill of sale in a form recordable in the country of registration
 of the Vessel selected by the Buyers, warranting that the Vessel is free from
 all charters, encumbrances, mortgages, maritime liens or any other debts or
 claims whatsoever, duly executed by the Sellers in favour of the Buyers and
 duly notarially attested and apostilled;


	
 

	
 

	
 


	
 

	
(b)

	
an original
 commercial invoice stating the particulars of the Vessel including the full
 purchase price of the Vessel, marked “fully paid” and signed by the Sellers;


	
 

	
 

	
 


	
 

	
(c)

	
an original
 statement providing for description, quantities and prices of the bunkers
 remaining on board the Vessel together with any supporting invoices;


	
 

	
 

	
 


	
 

	
(d)

	
ALL
 CERTIFICATES required to be furnished upon delivery of the Vessel pursuant to
 this Agreement and the Specifications, including, but without any limitation
 to the generality of the foregoing, the Vessel’s class and national /
 international statutory and trading certificates issued in favour of the
 Buyers, which shall be clean and valid and unextended at the time of the
 delivery and acceptance of the Vessel, provided however that, in the case of
 the classification certificates, if such certificates are available on
 delivery only in provisional form, then such provisional certificates shall
 be accepted by the Buyers on the undertaking of the Sellers to furnish the
 permanent formal certificates as soon as possible after the delivery and
 acceptance of the Vessel;


	
 

	
 

	
 


	
 

	
(e)

	
a
 certificate issued by the relevant Panamanian authority certifying the Vessel
 being free from any registered encumbrances;


	
 

	
 

	
 


	
 

	
(f)

	
a certificate
 issued by the relevant Panamanian authority confirming that the Vessel is
 clear of any taxes or other debts whatsoever;


	
 

	
 

	
 


	
 

	
(g)

	
a Permission
 for Sale issued by the relevant Panamanian authority in relation to the sale
 of the Vessel to the Buyers;


	
 

	
 

	
 


	
 

	
(h)

	
DECLARATION
 OF WARRANTY of the Sellers in favour of the Buyers with a copy of the same of
 the Builder and the Original Sellers issued in favour of the Sellers
 attached, to the effect that the Vessel is free and clear of any and all
 charters, taxes, duties, liens, charges, claims, debts, mortgages and other
 encumbrances;


	
 

	
 

	
 


	
 

	
(i)

	
a Builder’s
 Certificate duly notarized and apostilled, issued by the Builder in favour of
 the Sellers;


	
 

	
 

	
 


	
 

	
(j)

	
Drawings and
 Plans pertaining to the Vessel;


	
 

	
 

	
 


	
 

	
(k)

	
Protocol of
 Trials;


	
 

	
 

	
 


	
 

	
(l)

	
Protocol of
 Inventory; 


	
 

	
 

	
 


	
 

	
(m)

	
Protocol of
 Stores of a Consumable Nature; and


	
 

	
 

	
 


	
 

	
(n)

	
such other
 documents as reasonably requested for the Buyers’ registration of the Vessel
 or by the Buyers’ financing bank, if any (any cost and expense for arranging
 issuance of such documents, if any, shall be borne by the Buyers).


	
 

	
 

	
 


	
 

	
At the time
 of delivery the Buyers and the Sellers shall sign and deliver to each other a
 Protocol of Delivery and Acceptance confirming the date and time of delivery
 of the Vessel from the Sellers to the Buyers.


	
 

	
 

	
 


	
29.

	
Right of
 Assignment and/or Transfer


	
 

	
 

	
 


	
 

	
Neither of
 the parties hereto shall assign this Agreement to a third party, PROVIDED
 ALWAYS HOWEVER THAT, the Buyers shall have the right to assign, without the
 need to obtain the Sellers’ prior consent, any of their rights under this
 Agreement, the Sellers’ Parent Guarantee 












	
 

	
 

	
 


	
 

	
and/or the
 Refund Bank Guarantees to a bank or other financial institution providing the
 Buyers with finance in relation to the acquisition of the Vessel.


	
 

	
 

	
 


	
30.

	
Plans/Drawings/Manuals


	
 

	
 

	
 


	
 

	
The Vessel’s
 plans, drawings, instruction manuals, operating manuals of main and auxiliary
 engines and equipment, including electronics and cargo gear shall be
 delivered on board the Vessel at the time of delivery and acceptance thereof.
 Sellers’ set of original Drawings and Manuals of the Vessel to be delivered
 to the Buyers.


	
 

	
 

	
 


	
 

	
Only the
 final drawings and the plans, instruction manuals and operating manuals of
 the Vessel shall be provided to the Buyers upon delivery and acceptance of
 the Vessel.


	
 

	
 

	
 


	
 

	
Other
 technical documentation, if any, which may be in the Sellers’ possession
 (i.e. equipment manuals and sea trial records) shall be promptly forwarded to
 the Buyers at their expense.


	
 

	
 

	
 


	
31.

	
Delivery
 Condition


	
 

	
 

	
 


	
 

	
The Vessel
 shall be delivered as she is where she is to the Buyers in brand new
 condition with everything belonging to her at the time of delivery of the
 Vessel to the Sellers by the Original Sellers and always in compliance and in
 accordance with this Agreement and the Specifications.


	
 

	
 

	
 


	
31.1

	
Furthermore,
 the Vessel shall be delivered with her class maintained without
 condition/recommendation, free of average and damage affecting the Vessel’s
 class and with her classification certificates and national and international
 certificates, as well as all other certificates the Vessel had at the time of
 delivery from the Builder, valid and unextended without
 condition/recommendation by Class or the relevant authorities, provided
 always that the Buyers shall accept the provisional certificates issued by
 the Class on delivery.


	
 

	
 

	
 


	
 

	
This
 business is specific resale contract instead of assignment of the standard
 shipbuilding contract, but the liquidated damage clauses are stipulated in
 Clauses 21 and 22 hereof.


	
 

	
 

	
 


	
32.

	
Warranty of
 the Vessel’s quality


	
 

	
 

	
 


	
32.1

	
Guarantee


	
 

	
 

	
 


	
 

	
Subject to
 the provisions hereinafter set forth, the Sellers undertake to remedy or
 procure that the Builder shall remedy, free of charge to the Buyers, any defects
 in the Vessel and/or physical damage to the Vessel caused thereby which are
 due to any defective material or equipment or bad workmanship on the part of
 the Sellers or the Builder or its subcontractors, provided that any such
 defects and/or physical damage is discovered within a period of twelve (12)
 months after the date of delivery and acceptance of the Vessel and a notice
 in respect thereof is duly given to the Sellers and/or the Builder as
 hereinafter provided.


	
 

	
 

	
 


	
 

	
For the
 purpose of this Clause 32, the Vessel shall include her hull, machinery,
 equipment and gear, but excludes any parts for the Vessel, which have been
 supplied by or on behalf of the Buyers.


	
 

	
 

	
 


	
32.2

	
Notice of
 Defects


	
 

	
 

	
 


	
 

	
The Buyers
 shall notify the Sellers in writing of any defects for which claim is made
 under this guarantee as soon as possible after discovery thereof. The Buyers’
 written notice shall describe the nature and extent of the defects. The
 Sellers shall have no obligation for any defects discovered prior to the expiry
 date of the said twelve (12) months period, unless notice of such defects is
 received by the Sellers not later than thirty (30) days after such expiry
 date.


	
 

	
 

	
 


	
32.3

	
Remedy of
 Defects












	
 

	
 

	
 


	
 

	
The Sellers
 shall remedy, at their expense, any defects, against which the Vessel is
 guaranteed under this Clause 32, by arranging for all necessary repairs or
 replacements to be made by the Builder at the Shipyard.


	
 

	
 

	
 


	
 

	
However, if
 it is impractical to bring the Vessel to the Shipyard, the Buyers may cause
 the necessary repairs or replacements to be made elsewhere which is deemed
 suitable for the purpose, provided that, in such event, the Sellers may
 forward or supply replacement parts or materials to the Vessel, unless
 forwarding or supplying thereof to the Vessel would impair or delay the
 operation or working schedule of the Vessel. In the event that the Buyers
 propose to cause the necessary repairs or replacements to be made to the
 Vessel at any shipyard or works other than the Shipyard, the Buyers shall first,
 but in all events as soon as possible, give the Sellers notice in writing of
 the time and place such repairs will be made, and if the Vessel is not
 thereby delayed or her operation or working schedule is not thereby impaired,
 the Sellers shall have the right to verify by its own representative(s) the
 nature and extent of the defects complained of. The Sellers and/or the
 Builder shall, in such case, promptly advise the Buyers by facsimile, after
 such examination has been completed, of its acceptance or rejection of the
 defects as ones that are covered by the guarantee herein provided. If the
 Sellers fail to send a representative or to advise whether they reject the
 defects then the Sellers shall be deemed that they have accepted the defects
 as ones that are covered by the guarantee herein provided. Upon the Sellers’
 acceptance of the defects as justifying remedy under this Clause 32, or upon
 award of the arbitration so determining, the Sellers shall immediately pay to
 the Buyers for such repairs or replacements a sum equal to the cost of making
 the same repairs or replacements in the Shipyard.


	
 

	
 

	
 


	
 

	
In any case,
 the Vessel shall be taken at the Buyers’ cost and responsibility to the place
 elected, ready in all respects for such repairs or replacements.


	
 

	
 

	
 


	
 

	
Any dispute
 under this Clause 32 shall be referred to arbitration in accordance with the
 provisions of Clause 15 hereof.


	
 

	
 

	
 


	
32.4

	
Extent of
 the Sellers’ Responsibility


	
 

	
 

	
 


	
 

	
The Sellers
 shall have no responsibility or liability for any other defects whatsoever in
 the Vessel than the defects specified in Clause 32.1. Nor the Sellers shall
 in any circumstances be responsible or liable for any consequential or
 special losses, damages or expenses including, but not limited to, loss of
 time, loss of profit or earning or demurrage directly or indirectly
 occasioned to the Buyers by reason of the defects specified in Clause 32.1 or
 due to repairs or other works done to the Vessel to remedy such defects.


	
 

	
 

	
 


	
 

	
The Sellers
 shall not be responsible for any defects in any part of the Vessel which may
 subsequent to delivery of the Vessel have been replaced or in any way
 repaired by any other contractor other than pursuant to Clause 32.3 or for
 any defects which have been caused or aggravated by omission or improper use and
 maintenance of the Vessel on the part of the Buyers, their servants or agents
 or by ordinary wear and tear or by any other circumstances whatsoever beyond
 the control of the Sellers (but for the avoidance of doubt the foregoing does
 not relieve the Sellers from the obligation specifically set forth in Clause
 32.1).


	
 

	
 

	
 


	
 

	
The
 guarantee contained in this Clause 32 replaces and excludes any other
 liability, guarantee, warranty and/or condition imposed or implied by the
 law, customary, statutory or otherwise, by reason of the construction and
 sale of the Vessel by the Sellers for and to the Buyers.


	
 

	
 

	
 


	
 

	
The Buyers
 shall be entitled on or after delivery and acceptance of the Vessel under
 this Agreement to assign their rights under Clause 32 hereof to the financier
 of the Vessel by way of security required by such financier subject to the
 Sellers’ approval, which shall not be unreasonably withheld.


	
 

	
 

	
 


	
33.

	
Delays and
 Extension of Time for Delivery Date (Force Majeure)


	
 

	
 

	
 


	
33.1.

	
Causes of
 Delay












	
 

	
 

	
 


	
 

	
If, at any
 time before the actual delivery of the Vessel, either the construction of the
 Vessel or any performance required as a prerequisite of delivery of the
 Vessel is delayed due to Acts of God; acts of princes or rulers; requirements
 of government authorities; war or other hostilities or preparation therefor;
 blockade; revolution, insurrections, mobilization, civil war, civil commotion
 or riots; vandalism; sabotages, strikes, lockouts or other labour
 disturbances; labour shortage; plague or other epidemics; quarantines; flood,
 typhoons, hurricanes, storms or other weather conditions not included in
 normal planning; earthquakes; tidal waves; fires, explosions, collisions or
 stranding; embargoes; delays or failure in transportation; shortage of
 substitute materials, machinery or equipment import restrictions; inability
 to obtain delivery or delays in delivery of materials, machinery or
 equipment, provided that at the time of ordering the same could reasonably be
 expected by the Sellers to be delivered in time; prolonged failure, shortage
 or restriction of electric current, oil or gas; defects in materials,
 machinery or equipment which could not have been detected by the Sellers
 using reasonable care; casting or forging rejects or the like not due to
 negligence; delays caused by the Classification Society or other bodies whose
 documents are required; destruction of or damage to the Shipyard or works of
 the Builder, its subcontractors or suppliers, or of or to the Vessel or any
 part thereof, by any cause herein described; delays in the Builder’s other
 commitments resulting from any causes herein described which in turn delay
 the construction of the Vessel or the Builder’s performance under this
 Agreement; other similar causes or accidents beyond control of the Sellers or
 the Builder, its subcontractors or suppliers of the nature whether or not
 indicated by the foregoing words; all the foregoing irrespective of whether
 or not these events could be foreseen at the day of signing this Agreement;
 then and in any such case, the Delivery Date shall be postponed for a period
 of time which shall not exceed total accumulated time of all such delays.


	
 

	
 

	
 


	
33.2

	
Notice of
 Delay


	
 

	
 

	
 


	
 

	
Within ten
 (10) days after the date of occurrence of any cause of delay, on account of
 which the Sellers claim that they are entitled under this Agreement to a
 postponement of the Delivery Date, the Sellers shall notify the Buyers in
 writing of the date such cause of delay occurred. Likewise, within ten (10)
 days after the date of ending of such cause of delay, the Sellers shall
 notify the Buyers in writing of the date such cause of delay ended. The
 Sellers shall also notify the Buyers of the period, by which the Delivery
 Date is postponed by reason of such cause of delay, with all reasonable
 dispatch after it has been determined. Failure by the Sellers to give either
 of the above-mentioned notices shall be deemed to be a waiver by the Sellers
 of their right to request a postponement of the Delivery Date for any such
 occurrence. Failure of the Buyers to object to the Sellers’ claim for
 postponement of the Delivery Date within ten (10) days after receipt by the
 Buyers of such notice of claim shall be deemed to be a waiver by the Buyers
 of its right to object such postponement of the Delivery Date.


	
 

	
 

	
 


	
33.3

	
Definition
 of Permissible Delay


	
 

	
 

	
 


	
 

	
Delays on
 account of such causes as specified in Clause 33.1 and any other delays of a
 nature which under the terms of this Agreement permits postponement of the
 Delivery Date shall be understood to be permissible delays and are to be
 distinguished from unauthorized delays on account which the Purchase Price is
 subject to adjustment as provided for in Clause 21 hereof.


	
 

	
 

	
 


	
33.4

	
Right to
 Rescind for Excessive Delay


	
 

	
 

	
 


	
 

	
If the total
 accumulated time of all Permissible Delays (as defined in Clause 33.3 hereof)
 amounts to Ninety (90) days or more, then, in such case, the Buyers may
 cancel this Agreement whereupon the provisions of Clause 18 hereof shall
 apply. The Sellers may, at any time after the accumulated time of the
 aforementioned delays justifying rescission by the Buyers, propose a new
 delivery date and demand in writing that the Buyers make an election, in
 which case the Buyers shall, within twenty (20) days after such demand is
 received by the Buyers, notify the Sellers either of their intention to
 cancel this Agreement or of their agreement to the postponement of the
 Delivery Date to the proposed future date; it being understood and agreed by
 the parties hereto that, if any further 












	
 

	
 

	
 

	
 


	
 

	
delay occurs
 on account of causes justifying rescission as specified in this Clause, the
 Buyers shall have the same right of cancellation upon the same terms as
 provided in this Clause 33.4.


	
 

	
 

	
 

	
 


	
34.

	
Taxes

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
Any costs,
 taxes, fees, expenses (including stamp duties) incurred in or levied in
 connection with the registration of the Vessel under the Buyers’ flag shall
 he for the Buyers’ account.


	
 

	
 

	
 

	
 


	
 

	
Any other
 costs, taxes, fees, expenses (including stamp duties) incurred in or levied
 in Japan in connection with execution and/or performance of this Agreement
 excluding any taxes and duties imposed in Japan upon the Buyers’ supplies if
 any, shall be for the Sellers’ account.


	
 

	
 

	
 

	
 


	
 

	
The Buyers
 shall bear and pay all taxes and duties imposed outside of Japan in
 connection with execution and/or performance of this Agreement except for
 taxes and duties imposed upon those items and services to be procured by the
 Builder or the Sellers for construction of the Vessel.


	
 

	
 

	
 

	
 


	
35.

	
Construction
 Permit


	
 

	
 

	
 

	
 


	
 

	
The Sellers
 shall procure that the Builder shall obtain the Construction Permit for the
 Vessel from the Japanese Government prior to keel-laying of the Vessel (i.e.
 the first structural assembly of the Vessel has been placed in the building
 dock or on the building berth). In the event of the Builder’s failure to
 obtain the Construction Permit, this Agreement shall become null and void,
 whereupon the provisions of Clause 18 shall apply.


	
 

	
 

	
 

	
 


	
36.

	
Notices

	
 


	
 

	
 

	
 

	
 


	
 

	
Any and all
 notices and communication in connection with this Agreement shall be in
 English in writing and shall be sent at:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
if to the
 Sellers at


	
 

	
 

	
 

	
 


	
 

	
 

	
c/o ITOCHU
 Corporation


	
 

	
 

	
5-1, Kita
 Aoyama 2-Chome, Minato-Ku, 


	
 

	
 

	
Tokyo, Japan


	
 

	
 

	
 

	
 


	
 

	
 

	
Attention

	
: Marine
 Group No. 1, Marine Department


	
 

	
 

	
Telephone

	
: +81-3-3497-2963


	
 

	
 

	
Telefax

	
:
 +81-3-3497-7111


	
 

	
 

	
E-mail

	
: tokbr@itochu.co.jp


	
 

	
 

	
 

	
 


	
 

	
 

	
or to such
 other address as the Sellers may notify to the Buyers,


	
 

	
 

	
 

	
 


	
 

	
(b)

	
if to the
 Buyers at:


	
 

	
 

	
 

	
 


	
 

	
 

	
c/o Safe
 Bulkers, Inc.


	
 

	
 

	
32 Avenue
 Karamanli, PO Box 70837 


	
 

	
 

	
16605 Voula,
 Athens, Greece


	
 

	
 

	
 

	
 


	
 

	
 

	
Attention

	
: Mr. Loukas
 Barmparis


	
 

	
 

	
Telephone

	
: +30 210
 895 7070


	
 

	
 

	
Telefax

	
: +30 210
 895 6900


	
 

	
 

	
Email

	
: safety@otenet.gr


	
 

	
 

	
 

	
 


	
 

	
or to such
 other address as the Buyers may notify to the Sellers. 


	
 

	
 

	
 


	
37.

	
Confidentiality












	
 

	
 


	
 

	
The
 existence of this Agreement as well as the terms hereof should remain
 strictly private and confidential, subject to any disclosure or other
 requirements imposed on the Buyers’ Guarantor by the U.S. Securities and
 Exchange Commission (“SEC”) or the rules of the New York Stock Exchange or
 any other applicable securities exchange, and subject further to the
 following paragraph of this Clause 37. The restriction imposed by this Clause
 37 shall not apply in relation to a party to the extent (a) such party is required
 by law to disclose this Agreement and/or the circumstances surrounding it or
 (b) the relevant information has been disclosed to the public other than by a
 person who would had been subject to the confidentiality obligations imposed
 by this Clause 37 or (c) a party is required to disclose this Agreement
 and/or the terms thereof to its financiers, legal advisers, and auditors.


	
 

	
 


	
IN WITNESS
 WHEREOF the parties hereto have caused this Agreement to be duly executed on
 this July 4th, 2008.





Signed for and
on behalf of

Shikoku Friendship Shipping Company By: Loukas Barmparis 

its duly authorized attorney-in-fact

Pursuant to a Power of Attorney dated 


Signed for and
on behalf of

Cosmos World Maritime S.A.

By: Yoshihisa NISHIMURO

its duly authorized attorney-in-fact

Pursuant to a Power of Attorney dated July 4th, 2008 






“EXHIBIT A”


[TO BE TYPED AND PRINTED ON THE LETTERHEAD OF
ITOCHU CORPORATION]


Performance Guarantee


July 4th, 2008


	
 

	
 

	
 


	
To:

	
Shikoku
 Friendship Shipping Company (the “Beneficiary”)


	
 

	
 

	
 


	
1

	
In consideration
 of (i) the Beneficiary, which expression includes its successors in title and
 permitted assignees, agreeing to purchase Hull No. S-1579 (the “Ship”), to be
 constructed by Imabari Shipbuilding Co. Ltd. (the “Builder”), from Cosmos
 World Maritime S.A. of 53rd Street, Urbanizacion Obarrio, Torre Bancosur 16th
 Floor, Panama City, Republic of Panama (the “Seller”, which expression
 includes its successors in title and permitted assignees) pursuant to a
 “Nipponsale 1993 Form” memorandum of agreement dated as of July 4th, 2008
 made between the Beneficiary and the Seller (the “Contract”) and (ii) US$1
 and other good and valuable consideration (the receipt and adequacy of which
 is hereby acknowledged) we, Itochu Corporation of 2-5-1, Kita Aoyama, Minato-ku,
 Tokyo, Japan 1078077 (the “Guarantor”), irrevocably and unconditionally
 guarantee the due and punctual payment of all sums payable by the Seller to
 the Beneficiary under or pursuant to the Contract (including, without
 limitation, all interest, fees, costs, charges and expenses) together with
 interest to the date of payment (as well after as before judgment) at such
 rates and upon such terms as may from time to time be expressed to be payable
 by the Seller under the Contract and any damages (whether liquidated or
 otherwise for breach of the Contract) on a full and unqualified indemnity
 basis and undertake that if for any reason the Seller shall fail to pay any
 sums due under or pursuant to the Contract on the due date of payment
 thereunder the Guarantor shall, on demand by the Beneficiary, unconditionally
 pay such sum to the Beneficiary.


	
 

	
 

	
 


	
2

	
As a
 separate and independent stipulation, the Guarantor irrevocably and
 unconditionally agrees that if any purported obligation or liability of the
 Seller which would have been the subject of this Guarantee had it been valid
 and enforceable is not or ceases to be valid or enforceable against the
 Seller on any ground whatsoever whether or not known to the Beneficiary
 (including, without limitation, any irregular exercise or absence of any
 corporate power or lack of authority of, or 





1






	
 

	
 

	
 


	
 

	
breach of
 duty by, any person purporting to act on behalf of the Seller or any legal or
 other limitation, whether under the Limitation Acts or otherwise or any
 disability or incapacity or any change in the constitution of the Seller) the
 Guarantor shall nevertheless be liable to the Beneficiary in respect of that
 purported obligation or liability as if the same were fully valid and
 enforceable and the Guarantor were the principal debtor in respect thereof.
 The Guarantor hereby agrees to keep the Beneficiary fully indemnified on
 demand against all damages, losses, costs and expenses arising from any
 failure of the Seller to perform or discharge any such purported obligation
 or liability under the Contract or from any invalidity or unenforceability of
 any of the same against the Seller.


	
 

	
 

	
 


	
 

	
 

	
 


	
3

	
The
 Guarantor’s liability under this Guarantee shall not be discharged in whole
 or in part or otherwise be affected in any way by reason of (a) the
 Beneficiary giving the Seller time or any other concession or taking,
 holding, varying, realising or not enforcing any other security for the
 liabilities of the Seller under the Contract, (b) any legal limitation or
 incapacity relating to the Seller, (c) the invalidity or unenforceability of
 the obligations of the Seller under the Contract or (d) any other act or
 omission of the Beneficiary or any other circumstances which but for this
 provision would discharge the Guarantor and any moneys expressed to be
 payable by the Seller under the terms of the Contract which may not be
 recoverable from the Seller for any such reason shall be recoverable by the
 Beneficiary from the Guarantor as principal debtor.


	
 

	
 

	
 


	
4

	
This
 Guarantee shall expire upon delivery and acceptance by the Beneficiary of the
 Ship under the Contract or otherwise in circumstances where all obligations
 of the Seller shall have been irrevocably and unconditionally discharged in
 full.


	
 

	
 

	
 


	
5

	
The
 Beneficiary may enforce this Guarantee without first making demand on, or
 taking any proceeding against, the Seller.


	
 

	
 

	
 


	
6

	
All payments
 by the Guarantor hereunder shall be made without set-off or counterclaim and,
 subject to paragraph 7 hereof, free and clear of any deductions or
 withholdings in United States Dollars in same day funds (or such other funds
 as may then be customary for the settlement of international bank
 transactions in the relevant currency) not later than 10am (local time in the
 





2






	
 

	
 

	
 


	
 

	
place of
 payment) on the due date to the account of the Beneficiary notified to the
 Guarantor by the Beneficiary.


	
 

	
 

	
 


	
7

	
If at any
 time the Guarantor is required to make any deduction or withholding in
 respect of any taxes (which for the purpose of this Guarantee includes all
 present and future taxes, levies, imposts, duties, fees or charges of
 whatever nature together with interest thereon and penalties in respect
 thereof) from any payment due under this Guarantee, the sum due from the
 Guarantor in respect of such payment shall be increased to the extent
 necessary to ensure that, after the malting of such deduction or withholding,
 the Beneficiary receives on the due date for such payment (and retains, free
 from any liability in respect of such deduction or withholding) a net sum
 equal to the sum which it would have received had no such deduction or
 withholding been required to be made and the Guarantor shall indemnify the
 Beneficiary against any losses or costs incurred by it by reason of any
 failure of the Guarantor to make any such deduction or withholding or by
 reason of any increased payment not being made on the due date for such
 payment. The Guarantor shall promptly deliver to the Beneficiary any
 receipts, certificates or other proof evidencing the amounts (if any) paid or
 payable in respect of any deduction or withholding as aforesaid.


	
 

	
 

	
 


	
8

	
If any sum
 due from the Guarantor under this Guarantee or any order or judgment given or
 made in relation hereto has to be converted from the currency (the “first
 currency”) in which the same is payable under this Guarantee or under such
 order or judgment into another currency (the “second currency”) for the
 purpose of (i) making or filing a claim or proof against the Guarantor, (ii)
 obtaining an order or judgment in any court or other tribunal or (iii) enforcing
 any order to judgment given or made in relation to this Guarantee, the
 Guarantor shall indemnify and hold harmless the Beneficiary from and against
 any loss suffered as a result of any difference between (a) the rate of
 exchange used for such purpose to convert the sum in question from the first
 currency into the second currency and (b) the rate or rates of exchange at
 which the Beneficiary may in the ordinary course of business purchase the
 first currency with the second currency upon receipt of a sum paid to it in
 satisfaction, in whole or in part, of any such order, judgment, claim or
 proof. Any amount due from the Guarantor under this clause 8 shall be due as
 a separate debt and shall not be affected by judgment being obtained for any
 other sums due under or in respect of this 





3






	
 

	
 

	
 


	
 

	
Guarantee
 and the term “rate of exchange” includes any premium and costs of exchange
 payable in connection with the purchase of the first currency with the second
 currency.


	
 

	
 

	
 


	
9

	
The
 Guarantor represents and warrants to the Beneficiary that:


	
 

	
 

	
 


	
 

	
(a)

	
the
 Guarantor is duly incorporated and validly existing in good standing under
 the laws of Japan as a limited liability corporation and has power to carry
 on its business as it is now being conducted and to own its property and
 other assets;


	
 

	
 

	
 


	
 

	
(b)

	
the
 Guarantor has power to execute, deliver and perform its obligations under
 this Guarantee, and all necessary corporate and other action has been taken
 to authorise the execution, delivery and performance of the same and no
 limitation on the power of the Guarantor to give guarantees will be exceeded
 as a result of this Guarantee;


	
 

	
 

	
 


	
 

	
(c)

	
this
 Guarantee constitutes valid, legal and enforceable binding obligations of the
 Guarantor;


	
 

	
 

	
 


	
 

	
(d)

	
the
 execution and delivery of, the performance of its obligations under and
 compliance with the provisions of this Guarantee by the Guarantor will not
 (i) contravene any existing applicable law, statute, rule or regulation or
 any judgment, decree or permit to which the Guarantor is subject, or (ii)
 contravene or conflict with any provision of the Guarantor’s Articles of
 Incorporation, By-Laws or other constitutional documents;


	
 

	
 

	
 


	
 

	
(e)

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


	
 

	
 

	
 


	
 

	
(f)

	
the choice
 by the Guarantor of English law to govern this Guarantee is valid and
 binding; and


	
 

	
 

	
 


	
 

	
(g)

	
neither the
 Guarantor nor any of its assets are entitled to immunity on the grounds of
 sovereignty or otherwise from any legal action or proceeding (which shall
 include, without limitation, suit, attachment prior to judgment, execution or
 other enforcement).





4






	
 

	
 

	
 


	
10

	
No failure
 or delay on the part of the Beneficiary to exercise any right, power or
 remedy under this Guarantee shall operate as a waiver thereof; nor shall any
 single or partial exercise by the Beneficiary, of any right, power or remedy
 preclude any other or further exercise thereof or the exercise of any other
 right, power or remedy. The remedies provided in this Guarantee are
 cumulative and are not exclusive of any remedies provided by law.


	
 

	
 

	
 


	
11

	
The
 Guarantor may not assign any of its rights or obligations hereunder. The
 Beneficiary may assign this Guarantee only to a financial institution
 providing financing to the Beneficiary in connection with the Contract. The
 Guarantor hereby agrees that it will promptly execute an acknowledgement in
 favour of the relevant permitted assignee or, as the case may be, assignees
 of any notice of assignment delivered to it relating to any such assignment.


	
 

	
 

	
 


	
12

	
Every claim
 or notice under this Guarantee shall be in writing and may be given or made
 by post or fax to the Guarantor or the Beneficiary at their respective
 addresses given above or to another address notified by the Guarantor or the
 Beneficiary (or its permitted assignee) to the other under this Guarantee.
 Every notice shall be deemed to have been received, in the case of a fax at
 the time of despatch (provided that if the date of despatch is not a working
 day in the country of the addressee, it shall be deemed received on the next
 working day), and in the case of a letter, when delivered.


	
 

	
 

	
 


	
13

	
(a)          This
 Guarantee shall be governed by and construed in accordance with English law.


	
 

	
 

	
 


	
 

	
(b)          The
 Guarantor agrees, for the benefit of the Beneficiary, that any legal action
 or proceedings arising out of or in connection with this Guarantee may be
 brought in English courts. The Guarantor irrevocably and unconditionally
 submits to the jurisdiction of such courts and irrevocably designates,
 appoints and empowers Itochu Corporation plc at present of 76 Shoe Lane,
 London, UK, EC4A 3PJ, to receive for it and on its behalf, service or process
 issued out of the English courts in any such legal action or proceedings. The
 submission to such jurisdiction shall not (and shall not be construed so as
 to) limit the right of the Beneficiary to take proceedings against the
 Guarantor in any other court of 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.





5






	
 

	
 

	
 


	
14

	
Other than
 with respect to the Beneficiary, no term of this Guarantee shall be
 enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by a
 person who is not a party to this Guarantee.





Yours
faithfully


6






	
 

	
 


	
EXECUTED as
 a DEED 

	
 


	
by

	
 


	
for and on
 behalf of

	
 


	
ITOCHU
 CORPORATION

	
 


	
 

	
 


	
in the
 presence of

	
 


	
 

	
 


	


	
 


	
Witness

	
 


	
Name:

	
 


	
Address:

	
 


	
Occupation

	
 





7






EXHIBIT “B”


REFUND GUARANTEE


SHIKOKU
FRIENDSHIP SHIPPING COMPANY 


Gentlemen:


We hereby open
our irrevocable Letter of Guarantee number [•] in favour of Shikoku Friendship
Shipping Company at present of 80 Broad Street, Monrovia, Liberia (hereinafter
called the “Buyers”) on the request of Cosmos World Maritime S.A. (hereinafter
called the “Sellers”) as follows in connection with a memorandum of agreement
dated July 4th, 2008 (hereinafter called the “MOA”) made by and
between the Buyers and the Sellers for the sale and purchase of one (1) unit of
95,000 DWT Type Bulk Carrier having Hull No. S-1579 of Imabari Shipbuilding
Co., Ltd. (hereinafter called the “Vessel”).


If in
connection with the terms of the MOA the Buyers shall become entitled to a
refund of the [•] instalment paid to the Sellers prior to the delivery of the
Vessel (not exceeding US$[•] (say United States Dollars [•] only), we hereby
irrevocably guarantee, as primary obligor and not merely as surety, the
repayment of the same to the Buyers within fifteen (15) days after demand by
the Buyers together with interest thereon at the rate of six percent (6%) per
annum or, in relation to a period of time during which a force majeure event
operated, without any interest for the duration of Permissible Delays referred
to in Clause 33.3 of the MOA, from the date following the date of receipt by
the Sellers of the said instalment to the date of remittance by telegraphic
transfer of such refund.


Payments will
be made by us against Buyers’ written demand and signed statement certifying
that the Buyers have made a demand for refund in conformity with Clause 18 of
the MOA and that the Sellers have failed to make such refund within the period
provided therein.


This Letter of
Guarantee is assignable by the Buyers to any third party.


This Letter of
Guarantee is valid from the date of this Letter of Guarantee until the earlier
of (i) receipt by the Buyers of the sum guaranteed hereby or
(ii) acceptance by the Buyers of the delivery of the Vessel in accordance
with the terms of the MOA. 


This Letter of
Guarantee shall be governed by and construed in accordance with the laws of
England and the undersigned hereby submits to the exclusive jurisdiction of the
High Court of Justice of England and Wales in relation to any dispute or
difference arising hereunder or connected herewith and irrevocably designates,
appoints and empowers [UK branch of Refund Guarantor] at present of [•1,
England to receive for it and on its behalf, services of process issued out of
the English courts in any such legal action or proceedings.


All demands,
statements or notices in connection with this Letter of Guarantee shall be
validly given if sent to us in writing to our office at [country and town of
office] as follows:


[                    ]


Fax:


In the event
that any withholding or deduction is imposed by any law, the undersigned will
pay such additional amount as may be necessary in order that the actual amount
received


1






“EXHIBIT C”


[TO BE TYPED AND PRINTED ON THE LETTERHEAD OF
RELEVANT GUARANTOR]


Performance Guarantee


July 4th, 2008


	
 

	
 


	
To:

	
Cosmos World
 Maritime S.A.


	
 

	
53rd Street,
 Urbanizacion Obarrio,


	
 

	
Torre
 Bancosur 16th Floor.


	
 

	
Panama City,
 Republic of Panama (the “Beneficiary”)


	
 

	
 


	
1

	
In consideration
 of (i) Shikoku Friendship Shipping Company (the “Buyer”, which expression
 includes its successors in title and permitted assignees), agreeing to
 purchase Hull No. S-1579 (the “Ship”), to be constructed by Imabari
 Shipbuilding Co., Ltd. (the “Builder”), from the Beneficiary (which
 expression includes its successors in title and permitted assignees) pursuant
 to a “Nipponsale 1993 Form” memorandum of agreement dated as of July 4th,
 2008 made between the Beneficiary and the Buyer (the “Contract”) and (ii) US$1
 and other good and valuable consideration (the receipt and adequacy of which
 is hereby acknowledged) we, Safe Bulkers, Inc. (the “Guarantor”), irrevocably
 and unconditionally guarantee the due and punctual payment of all sums
 payable by the Buyer to the Beneficiary under or pursuant to the Contract
 (including, without limitation, all interest, fees, costs, charges and
 expenses) and any damages for breach of the Contract on a full and
 unqualified indemnity basis and undertake that if for any reason the Buyer
 shall fail to pay any sums due under or pursuant to the Contract on the due
 date of payment thereunder the Guarantor shall, on demand by the Beneficiary,
 unconditionally pay such sum to the Beneficiary.


	
 

	
 


	
2

	
As a
 separate and independent stipulation, the Guarantor irrevocably and
 unconditionally agrees that if any purported obligation or liability of the
 Buyer which would have been the subject of this Guarantee had it been valid
 and enforceable is not or ceases to be valid or enforceable against the Buyer
 on any ground whatsoever whether or not known to the Beneficiary (including,
 without limitation, any irregular exercise or absence of any corporate power
 or lack of authority of, or breach of duty by, any person purporting to act
 on behalf of the Buyer or any legal or other limitation, whether under the
 Limitation Acts or otherwise or any disability or incapacity or any change in
 the constitution of the Buyer) the Guarantor shall nevertheless be liable to
 the 





1






	
 

	
 


	
 

	
Beneficiary
 in respect of that purported obligation or liability as if the same were
 fully valid and enforceable and the Guarantor were the principal debtor in
 respect thereof. The Guarantor hereby agrees to keep the Beneficiary fully
 indemnified on demand against all damages, losses, costs and expenses arising
 from any failure of the Buyer to perform or discharge any such purported
 obligation or liability under the Contract or from any invalidity or
 unenforceability of any of the same against the Buyer.


	
 

	
 


	
3

	
The
 Guarantor’s liability under this Guarantee shall not be discharged in whole
 or in part or otherwise be affected in any way by reason of (a) the
 Beneficiary giving the Buyer time or any other concession or taking, holding,
 varying, realising or not enforcing any other security for the liabilities of
 the Buyer under the Contract, (b) any legal limitation or incapacity relating
 to the Buyer, (c) the invalidity or unenforceability of the obligations of
 the Buyer under the Contract or (d) any other act or omission of the
 Beneficiary or any other circumstances which but for this provision would
 discharge the Guarantor; and any moneys expressed to be payable by the Buyer
 under the terms of the Contract which may not be recoverable from the Buyer
 for any such reason shall be recoverable by the Beneficiary from the
 Guarantor as principal debtor.


	
 

	
 


	
4

	
This
 Guarantee shall expire upon delivery and acceptance by the Buyer of the Ship
 under the Contract or otherwise in circumstances where all obligations of the
 Buyer shall have been irrevocably and unconditionally discharged in full.


	
 

	
 


	
5

	
The
 Beneficiary may enforce this Guarantee without first making demand on, or
 taking any proceeding against, the Buyer.


	
 

	
 


	
6

	
All payments
 by the Guarantor hereunder shall be made without set-off or counterclaim and,
 subject to paragraph 7 hereof, free and clear of any deductions or
 withholdings in United States Dollars in same day funds (or such other funds
 as may then be customary for the settlement of international bank
 transactions in the relevant currency) not later than 10am (local time in the
 place of payment) on the due date to the account of the Beneficiary notified
 to the Guarantor by the Beneficiary.


	
 

	
 


	
7

	
If at any
 time the Guarantor is required to make any deduction or withholding in
 respect of any taxes (which for the purpose of this Guarantee includes all
 present and future taxes, levies, 





2






	
 

	
 


	
 

	
imposts,
 duties, fees or charges of whatever nature together with interest thereon and
 penalties in respect thereof) from any payment due under this Guarantee, the
 sum due from the Guarantor in respect of such payment shall be increased to
 the extent necessary to ensure that, after the making of such deduction or
 withholding, the Beneficiary receives on the due date for such payment (and
 retains, free from any liability in respect of such deduction or withholding)
 a net sum equal to the sum which it would have received had no such deduction
 or withholding been required to be made and the Guarantor shall indemnify the
 Beneficiary against any losses or costs incurred by it by reason of any
 failure of the Guarantor to make any such deduction or withholding or by
 reason of any increased payment not being made on the due date for such
 payment. The Guarantor shall promptly deliver to the Beneficiary any receipts,
 certificates or other proof evidencing the amounts (if any) paid or payable
 in respect of any deduction or withholding as aforesaid.


	
 

	
 


	
8

	
If any sum
 due from the Guarantor under this Guarantee or any order or judgment given or
 made in relation hereto has to be converted from the currency (the “first
 currency”) in which the same is payable under this Guarantee or under such
 order or judgment into another currency (the “second currency”) for the
 purpose of (i) making or filing a claim or proof against the Guarantor, (ii)
 obtaining an order or judgment in any court or other tribunal or (iii)
 enforcing any order to judgment given or made in relation to this Guarantee,
 the Guarantor shall indemnify and hold harmless the Beneficiary from and
 against any loss suffered as a result of any difference between (a) the rate
 of exchange used for such purpose to convert the sum in question from the
 first currency into the second currency and (b) the rate or rates of exchange
 at which the Beneficiary may in the ordinary course of business purchase the
 first currency with the second currency upon receipt of a sum paid to it in
 satisfaction, in whole or in part, of any such order, judgment, claim or
 proof. Any amount due from the Guarantor under this clause 8 shall be due as a
 separate debt and shall not be affected by judgment being obtained for any
 other sums due under or in respect of this Guarantee and the term “rate of
 exchange” includes any premium and costs of exchange payable in connection
 with the purchase of the first currency with the second currency.


	
 

	
 


	
9.

	
The
 Guarantor represents and warrants to the Beneficiary that:





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(a)

	
the
 Guarantor is duly organized and validly existing in good standing under the
 laws of the Republic of the Marshall Islands as a corporation and has power
 to carry on its business as it is now being conducted and to own its property
 and other assets; 


	
 

	
 

	
 


	
 

	
(b)

	
the
 Guarantor has power to execute, deliver and perform its obligations under
 this Guarantee, and all necessary corporate and other action has been taken
 to authorise the execution, delivery and performance of the same and no
 limitation on the power of the Guarantor to give guarantees will be exceeded
 as a result of this Guarantee;


	
 

	
 

	
 


	
 

	
(c)

	
this
 Guarantee constitutes valid, legal and enforceable binding obligations of the
 Guarantor;


	
 

	
 

	
 


	
 

	
(d)

	
the
 execution and delivery et the performance of its obligations under and
 compliance with the provisions of this Guarantee by the Guarantor will not
 (i) contravene any existing applicable law, statute, rule or regulation or
 any judgment, decree or permit to which the Guarantor is subject, or (ii)
 contravene or conflict with any provision of the Guarantor’s Amended and
 Restated Articles of Incorporation and Bylaws or other constitutional documents;


	
 

	
 

	
 


	
 

	
(e)

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


	
 

	
 

	
 


	
 

	
(f)

	
the choice
 by the Guarantor of English law to govern this Guarantee is valid and
 binding; and


	
 

	
 

	
 


	
 

	
(g)

	
neither the
 Guarantor nor any of its assets are entitled to immunity on the grounds of
 sovereignty or otherwise from any legal action or proceeding (which shall
 include, without limitation, suit, attachment prior to judgment, execution or
 other enforcement).


	
 

	
 

	
 


	
10

	
No failure
 or delay on the part of the Beneficiary to exercise any right, power or
 remedy under this Guarantee shall operate as a waiver thereof, nor shall any
 single or partial exercise by the 





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Beneficiary,
 of any right, power or remedy preclude any other or further exercise thereof
 or the exercise of any other right, power or remedy. The remedies provided in
 this Guarantee are cumulative and are not exclusive of any remedies provided
 by law.


	
 

	
 

	
 


	
11

	
The
 Guarantor may not assign any of its rights or obligations hereunder. The
 Beneficiary may assign this Guarantee only after receiving the Guarantor’s
 prior written consent. The Guarantor hereby agrees that it will promptly
 execute an acknowledgement in favour of the relevant permitted assignee or,
 as the case may be, assignees of any notice of assignment delivered to it
 relating to any such assignment.


	
 

	
 

	
 


	
12

	
Every claim
 or notice under this Guarantee shall be in writing and may be given or made
 by post or fax to the Guarantor or the Beneficiary at their respective
 addresses given above or to another address notified by the Guarantor or the
 Beneficiary (or its permitted assignee) to the other under this Guarantee.
 Every notice shall be deemed to have been received, in the case of a fax at
 the time of despatch (provided that if the date of despatch is not a working
 day in the country of the addressee, it shall be deemed received on the next
 working day), and in the case of a letter, when delivered.


	
 

	
 

	
 


	
13

	
(a)          
 This Guarantee shall be governed by and construed in accordance with English
 law.


	
 

	
 

	
 


	
 

	
(b)          
 The Guarantor agrees, for the benefit of the Beneficiary, that any legal
 action or proceedings arising out of or in connection with this Guarantee may
 be brought in English courts. The Guarantor irrevocably and unconditionally
 submits to the jurisdiction of such courts and irrevocably designates,
 appoints and empowers Norose Notices Limited at present of Kempson House,
 Camomile Street, London EC3A 7AN, England (provided any correspondence to
 such process agent is marked to the attention of the Director of
 Administration with reference AT01151) to receive for it and on its behalf,
 service or process issued out of the English courts in any such legal action
 or proceedings. The submission to such jurisdiction shall not (and shall not
 be construed so as to) limit the right of the Beneficiary to take proceedings
 against the Guarantor in any other court of 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.





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14

	
Other than
 with respect to the Beneficiary, no term of this Guarantee shall be
 enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by a
 person who is not a party to this Guarantee.








	
 

	
 


	
Yours
 faithfully

	
 


	
 

	
 


	
EXECUTED as
 a DEED 

	
 


	
by

	
 


	
for and on
 behalf of

	
 


	
[                    ]

	
 


	
in the
 presence of:

	
 


	
 

	
 


	


	
 


	
Witness

	
 


	
Name:

	
 


	
Address:

	
 


	
Occupation

	
 





6