Exhibit 4.11 


Private & Confidential 


Dated as of 6 April 2009


SECOND SUPPLEMENTAL AGREEMENT 

relating to a 

loan of (originally) US28,000,000


to 

MARATHASSA SHIPPING CORPORATION


provided by 

THE ROYAL BANK OF SCOTLAND PLC









Contents


	
 

	
 

	
 


	
Clause

	
 

     	
Page


	
 

	
 

	
 


	
1

	
Definitions

	
1


	
 

	
 

	
 


	
2

	
Agreement of the
 Bank

	
3


	
 

	
 

	
 


	
3

	
Amendments to
 Principal Agreement

	
3


	
 

	
 

	
 


	
4

	
Amendment to
 Principal Master Agreement

	
6


	
 

	
 

	
 


	
5

	
Representations
 and warranties

	
6


	
 

	
 

	
 


	
6

	
Conditions

	
7


	
 

	
 

	
 


	
7

	
Relevant Parties’
 Confirmation

	
8


	
 

	
 

	
 


	
8

	
Expenses

	
8


	
 

	
 

	
 


	
9

	
Miscellaneous and
 notices

	
8


	
 

	
 

	
 


	
10

	
Applicable law

	
9












	
 

	
 

	
 

	
 


	
 

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


	
 

	
 

	
 

	
 


	
 

	
(1)

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


	
 

	
 

	
 

	
 


	
 

	
(2)

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


	
 

	
 

	
 

	
 


	
 

	
(3)

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


	
 

	
 

	
 

	
 


	
 

	
(4)

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


	
 

	
 

	
 

	
 


	
 

	
WHEREAS:


	
 

	
 

	
 

	
 


	
 

	
(A)

	
this Agreement is
 supplemental to a loan agreement dated 16 February 2005 made between (1) the
 Borrower and (2) the Bank (the “Original
 Agreement”) as supplemented by a supplemental letter dated 19
 April 2006 Made between the Borrower, the Manager and the Bank (the “Supplemental Letter”) and as further
 supplemented by a first supplemental agreement dated 23 May 2008 made between
 the Borrower, the Bank and the Manager (the “First Supplemental Agreement” and, together with the
 Original Agreement and the Supplemental Letter, the “Principal Agreement”) relating to a multi-currency
 loan of (originally) Twenty eight million Dollars ($28,000,000), advanced by
 the Bank to the Borrower, of which the principal amount outstanding at the
 date hereof is $20,640,000;


	
 

	
 

	
 

	
 


	
 

	
(B)

	
this Agreement is
 also supplemental to a 1992 Principal Master Agreement dated 16 February 2005
 (the “Principal Master Agreement”)
 made between the Borrower and the Bank; and


	
 

	
 

	
 

	
 


	
 

	
(C)

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 


	
 

	
NOW
 IT IS HEREBY AGREED as follows:


	
 

	
 

	
 

	
 


	
1

	
 

	
Definitions 


	
 

	
 

	
 

	
 


	
1.1

	
 

	
Defined
 expressions 


	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 


	
1.2

	
 

	
Definitions
 





1






	
 

	
 

	
 


	
 

	
 

	
In this Agreement,
 unless the context otherwise requires: 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
1.3

	
 

	
Principal
 Agreement and Principal Master Agreement


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
1.4

	
 

	
Headings


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
1.5

	
 

	
Construction
 of certain terms


	
 

	
 

	
 


	
 

	
 

	
In this Agreement,
 unless the context otherwise requires: 


	
 

	
 

	
 


	
1.5.1

	
 

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


	
 

	
 

	
 


	
1.5.2

	
 

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





2






	
 

	
 

	
 

	
 


	
1.5.3

	
 

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


	
 

	
 

	
 

	
 


	
1.5.4

	
 

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


	
 

	
 

	
 

	
 


	
1.5.5

	
 

	
references to a
 time of day are to London time; 


	
 

	
 

	
 

	
 


	
1.5.6

	
 

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


	
 

	
 

	
 

	
 


	
1.5.7

	
 

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


	
 

	
 

	
 

	
 


	
1.5.8

	
 

	
references to any
 enactment shall be deemed to include references to such enactment as
 reenacted, amended or extended. 


	
 

	
 

	
 

	
 


	
2

	
 

	
Agreement of
 the Bank 


	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 


	
3

	
 

	
Amendments to
 Principal Agreement 


	
 

	
 

	
 

	
 


	
3.1

	
 

	
Amendments
 to Principal Agreement 


	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 


	
3.1.1

	
 

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


	
 

	
 

	
 

	
 


	
3.1.2

	
 

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


	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

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





3






	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 


	
 

	
 

	
“Margin” means:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 


	
 

	
 

	
“Supplemental
 Letter” means the supplemental letter dated 19 April 2006 made between the
 Borrower, the Manager and the Bank; and


	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 


	
3.1.3

	
 

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


	
 

	
 

	
 

	
 


	
3.1.4

	
 

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


	
 

	
 

	
 

	
 


	
3.1.5

	
 

	
by inserting the
 following new clause 3.7 





4






	
 

	
 

	
 

	
 


	
 

	
 

	
“3.7

	
Suspension
 of reduced Margin


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
If:


	
 

	
 

	
 

	
 


	
 

	
 

	
3.7.1

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


	
 

	
 

	
 

	
 


	
 

	
 

	
3.7.2

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


	
 

	
 

	
 

	
 


	
 

	
 

	
 

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


	
 

	
 

	
 

	
 


	
3.1.6

	
 

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


	
 

	
 

	
 

	
 


	
3.1.7

	
 

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


	
 

	
 

	
 

	
 


	
3.1.8

	
 

	
by inserting the
 following new clauses 15.5 and 15.6: 


	
 

	
 

	
 

	
 


	
 

	
 

	
“15.5

	
Borrower’s
 Account: withdrawals 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

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


	
 

	
 

	
 

	
 


	
 

	
 

	
15.6

	
Charging of
 Borrower’s Account 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

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





5






	
 

	
 

	
 


	
3.2

	
 

	
Continued
 force and effect 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
4

	
 

	
Amendment to
 Principal Master Agreement 


	
 

	
 

	
 


	
4.1

	
 

	
Amendment
 to Principal Master Agreement 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
4.2

	
 

	
Continued
 force and effect 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
5

	
 

	
Representations
 and warranties 


	
 

	
 

	
 


	
5.1

	
 

	
Primary
 representations and warranties 


	
 

	
 

	
 


	
 

	
 

	
The Borrower
 represents and warrants to the Bank that:


	
 

	
 

	
 


	
5.1.1

	
 

	
Existing
 representations and warranties 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
5.1.2

	
 

	
Corporate power 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
5.1.3

	
 

	
Binding
 obligations 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
5.1.4

	
 

	
No conflict with
 other obligations 


	
 

	
 

	
 


	
 

	
 

	
the execution,
 delivery and performance of this Agreement by each of the Relevant Parties
 will not (i) contravene any existing law, statute, rule or regulation or any
 judgment, decree or permit to which any of the Relevant parties is subject,
 (ii) conflict with, or result





6






	
 

	
 

	
 


	
 

	
 

	
in any breach of
 any of the terms of, or constitute a default under, any agreement or other
 instrument to which any of the Relevant Parties is a party or is subject or
 by which any of the Relevant Parties or any of its property is bound or (iii)
 contravene or conflict with any provision of the constitutional documents of
 any of the Relevant Parties or (iv) result in the creation or imposition of
 or oblige any of the Relevant Parties to create any Encumbrance on any of
 their undertakings, assets, rights or revenues of any of the Relevant
 Parties;


	
 

	
 

	
 


	
5.1.5

	
 

	
No filings
 required 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
5.1.6

	
 

	
Choice of law 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
5.1.7

	
 

	
Consents obtained 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
5.2

	
 

	
Repetition
 of representations and warranties 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
6

	
 

	
Conditions 


	
 

	
 

	
 


	
6.1

	
 

	
Documents
 and evidence 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
6.2

	
 

	
General
 conditions precedent 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
6.2.1

	
 

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





7






	
 

	
 

	
 


	
6.2.2

	
 

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


	
 

	
 

	
 


	
6.3

	
 

	
Waiver
 of conditions precedent 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
7

	
 

	
Relevant
 Parties’ Confirmation 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
7.1

	
 

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


	
 

	
 

	
 


	
7.2

	
 

	
with effect from the
 Effective Date, references to “the Agreement” or “the Loan 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
8

	
 

	
Expenses 


	
 

	
 

	
 


	
8.1

	
 

	
Expenses
 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
8.1.1

	
 

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


	
 

	
 

	
 


	
8.1.2

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
8.2

	
 

	
Value
 Added Tax 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
8.3

	
 

	
Stamp
 and other duties 


	
 

	
 

	
 


	
 

	
 

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





8






	
 

	
 

	
 


	
9

	
 

	
Miscellaneous
 and notices 


	
 

	
 

	
 


	
9.1

	
 

	
Notices 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
9.1.1

	
 

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


	
 

	
 

	
 


	
9.1.2

	
 

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


	
 

	
 

	
 


	
9.1.3

	
 

	
be sent: 








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
 

	
if to the
 Relevant Parties or any of them: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
32 Karamanli
 Avenue 


	
 

	
 

	
 

	
 

	
166 05 Voula
 


	
 

	
 

	
 

	
 

	
Greece 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Fax No:

	
+30 210
 8956900


	
 

	
 

	
 

	
 

	
Attention: 

	
Constantine
 Adamopoulos


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
 

	
if to the
 Bank at: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
The Shipping
 Business Centre 


	
 

	
 

	
 

	
 

	
5-10 Great
 Tower Street 


	
 

	
 

	
 

	
 

	
London, EC3P
 3HX 


	
 

	
 

	
 

	
 

	
England 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Fax: 

	
+44 207 085
 7132


	
 

	
 

	
 

	
 

	
Attention: 

	
Shipping
 Business Centre








	
 

	
 

	
 


	
9.2

	
 

	
Counterparts 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
10

	
 

	
Applicable
 law 


	
 

	
 

	
 


	
10.1

	
 

	
Law 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
10.2

	
 

	
Submission to jurisdiction 


	
 

	
 

	
 


	
 

	
 

	
Each of the
 Relevant Parties agrees, for the benefit of the Bank, that any legal action
 or proceedings arising out of or in connection with this Agreement (including
 any legal action or proceedings arising out of or in connection with any
 non-contractual obligations 





9






	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
10.3

	
 

	
Contracts (Rights of Third Parties) Act 1999 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

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





10






Schedule 1 

Documents and evidence required as conditions precedent


(referred to in clause 6.1)


	
 

	
 

	
 


	
1.

	
 

	
Corporate
 authorisations


	
 

	
 

	
 


	
 

	
 

	
In relation
 to each of the Relevant Parties:








	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
Constitutional documents 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Resolutions 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

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








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(1)

	
being true
 and correct; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(2)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(3)

	
not having
 been amended, modified or revoked; and 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(4)

	
being in
 full force and effect, 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

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








	
 

	
 

	
 

	
 


	
 

	
 

	
(c) 

	
Certificate
of incumbency 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

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


	
 

	
 

	
 

	
 


	
2

	
 

	
Consents


	
 

	
 

	
 

	
 


	
 

	
 

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





11






	
 

	
 

	
 


	
3

	
 

	
Legal
 opinions 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
4

	
 

	
Borrower’s
 Account Pledge

the Borrower’s Account Pledge duly executed; and 


	
 

	
 

	
 


	
5

	
 

	
Process
 agent 


	
 

	
 

	
 


	
 

	
 

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





12






	
 

	
 

	
 


	
EXECUTED as a DEED

	
)

	
 


	
by
 KONSTANTINOS ADAMOPOULOS

	
)

	
 


	
for and on
 behalf of

	
)

	
/s/
 Konstantinos Adamopoulos


	
MARATHASSA SHIPPING CORPORATION

	
)

	



	
as Borrower

	
)

	
Attorney-in-fact


	
in the
 presence of:

	
)

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
/s/ Pinelopi
 - Anna Miliou

	
 

	
 


	


	
 

	
 


	
Witness:

	
 

	
 


	
Name:                Pinelopi
 - Anna Miliou

	
 

	
 


	
Address:
         Norton Rose LLP, Athens

	
 

	
 


	
Occupation:
           
 Trainee Solicitor

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
EXECUTED as a DEED

	
)

	
 


	
by ANTONIOS
 PRIGKIS

	
)

	
 


	
for and on
 behalf of

	
)

	
/s/ Antonios
 Prigkis


	
SAFETY MANAGEMENT OVERSEAS S.A.

	
)

	



	
as Manager

	
)

	
Attorney-in-fact


	
in the
 presence of:

	
)

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
/s/ Pinelopi
 - Anna Miliou

	
 

	
 


	


	
 

	
 


	
Witness:

	
 

	
 


	
Name:                Pinelopi -
 Anna Miliou

	
 

	
 


	
Address:        Norton Rose LLP, Athens

	
 

	
 


	
Occupation:          Trainee
 Solicitor

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
EXECUTED as a DEED

	
)

	
 


	
by
 KONSTANTINOS ADAMOPOULOS

	
)

	
 


	
for and on
 behalf of

	
)

	
/s/
 Konstantinos Adamopoulos


	
SAFE BULKERS, INC.

	
)

	



	
as Corporate
 Guarantor

	
)

	
Attorney-in-fact


	
in the
 presence of:

	
)

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
/s/ Pinelopi
 - Anna Miliou

	
 

	
 


	


	
 

	
 


	
Witness:

	
 

	
 


	
Name:                Pinelopi
 - Anna Miliou

	
 

	
 


	
Address:        Norton Rose LLP, Athens

	
 

	
 


	
Occupation:          Trainee
 Solicitor

	
 

	
 





13






	
 

	
 

	
 


	
EXECUTED as a DEED

	
)

	
 


	
by FOTIS
 BRATIMOS

	
)

	
 


	
for and on
 behalf of

	
)

	
/s/ Fotis
 Bratimos


	
THE ROYAL BANK OF SCOTLAND plc

	
)

	



	
as Bank

	
)

	
Authorised
 Signatory


	
in the
 presence of:

	
)

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
/s/ Pinelopi
 - Anna Miliou

	
 

	
 


	


	
 

	
 


	
Witness:

	
 

	
 


	
Name:                Pinelopi
 - Anna Miliou

	
 

	
 


	
Address:        Norton Rose LLP, Athens

	
 

	
 


	
Occupation:          Trainee
 Solicitor

	
 

	
 





14