Exhibit 4.59


	
 


	
DATED 31 MARCH 2009


	
 


	
AVSTES SHIPPING CORPORATION


	
(as borrower)


	
 


	
-and-


	
 


	
DnB NOR BANK ASA


	
(as lender)


	
 


	
-and-


	
 


	
SAFE BULKERS INC.


	
(as corporate guarantor)


	
 


	
-and-


	
 


	
PELEA SHIPPING LTD.


	
EFRAGEL SHIPPING CORPORATION


	
MARINDOU SHIPPING CORPORATION


	
ENIAPROHI SHIPPING CORPORATION


	
ENIADEFHI SHIPPING CORPORATION


	
(as group guarantors)


	
 


	



	
 


	
SECOND SUPPLEMENTAL AGREEMENT TO


	
SECURED MULTI-CURRENCY REDUCING REVOLVING
 CREDIT FACILITY


	
AGREEMENT DATED 17 APRIL 2008 AS AMENDED
 AND SUPPLEMENTED BY A


	
FIRST SUPPLEMENTAL AGREEMENT DATED 22 MAY
 2008


	
 


	




	
 


	
STEPHENSON HARWOOD


	
One, St. Paul’s Churchyard


	
London EC4M 8SH


	
Tel: +44 (0)20 7329 4422


	
Fax: +44 (0)20 7329 7100


	
Ref: F04.158












CONTENTS


	
 

	
 

	
 


	
 

	
 

	
Page


	
 

	
 

	
 


	
1

	
Interpretation

	
2


	
 

	
 

	
 


	
2

	
Conditions

	
3


	
 

	
 

	
 


	
3

	
Additional
 Prepayments during the Waiver Period

	
6


	
 

	
 

	
 


	
4

	
Covenants

	
7


	
 

	
 

	
 


	
5

	
Representations
 and Warranties

	
8


	
 

	
 

	
 


	
6

	
Amendments
 to Original Facility Agreement and Corporate Guarantee

	
8


	
 

	
 

	
 


	
7

	
Confirmation
 and Undertaking

	
11


	
 

	
 

	
 


	
8

	
Notices, Law
 and Jurisdiction

	
12


	
 

	
 

	
 


	
9

	
Costs and
 Expenses

	
12












SECOND SUPPLEMENTAL AGREEMENT


Dated: 31 March 2009


BETWEEN:


	
 

	
 


	
(1)

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


	
 

	
 


	
(2)

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


	
 

	
 


	
(3)

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


	
 

	
 


	
(4)

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





SUPPLEMENTAL TO
a secured multi-currency reducing revolving credit facility agreement dated
17 April 2008 as amended and supplemented by a first supplemental
agreement dated 22 May 2008 each made between the Borrower and the Lender
(together, the “Original Facility Agreement” and together with this Second
Supplemental Agreement (hereinafter defined) as the same may be further
amended, supplemented and/or novated from time to time, the “Facility
Agreement”), on the terms and subject to the conditions of which the
Lender has agreed to advance to the Borrower an aggregate amount not exceeding
thirty six million Dollars ($36,000,000) (the “Loan”) for the purposes
described therein.


WHEREAS:


	
 

	
 


	
(A)

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


	
 

	
 


	
(B)

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












	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
(C)

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


	
 

	
 

	
 


	
(D)

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


	
 

	
 

	
 


	
(E)

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


	
 

	
 

	
 


	
IT IS AGREED THAT:


	
 

	
 

	
 


	
1

	
Interpretation


	
 

	
 

	
 


	
 

	
1.1

	
In this
 Second Supplemental Agreement:


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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





2






	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
“Next
 Rollover Date” means 20 April 2009.


	
 

	
 

	
 


	
 

	
 

	
“Second
 Supplemental Agreement” means the agreement contained herein.


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
1.2

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


	
 

	
 

	
 


	
 

	
1.3

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


	
 

	
 

	
 


	
2

	
Conditions


	
 

	
 

	
 


	
 

	
2.1

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


	
 

	
 

	
 


	
 

	
 

	
2.1.1

	
Officer’s certificates





3






	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
2.1.2

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


	
 

	
 

	
 


	
 

	
2.1.3

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


	
 

	
 

	
 


	
 

	
2.1.4

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


	
 

	
 

	
 


	
 

	
2.1.5

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


	
 

	
 

	
 


	
 

	
2.1.6

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





4






	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
2.1.7

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


	
 

	
 

	
 


	
 

	
2.1.8

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


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
2.1.9

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


	
 

	
 

	
 


	
 

	
2.1.10

	
Restructuring fee
 Evidence that the fee in the amount of fifteen thousand Dollars ($15,000) and
 any other costs and expenses due and payable pursuant to the Facility
 Agreement have been paid by the Supplemental Signing Date; and


	
 

	
 

	
 


	
 

	
2.1.11

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


	
 

	
 

	
 


	
2.2

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


	
 

	
 

	
 


	
 

	
2.2.1

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


	
 

	
 

	
 


	
2.3

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


	
 

	
 

	
 


	
 

	
2.3.1

	
be in form
 and substance acceptable to the Lender;


	
 

	
 

	
 


	
 

	
2.3.2

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


	
 

	
 

	
 


	
 

	
2.3.3

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





5






	
 

	
 

	
 


	
3

	
Additional Prepayments during the Waiver Period


	
 

	
 

	
 


	
 

	
3.1

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


	
 

	
 

	
 


	
 

	
3.2

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


	
 

	
 

	
 


	
 

	
3.3

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


	
 

	
 

	
 


	
 

	
3.4

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


	
 

	
 

	
 


	
 

	
3.5

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


	
 

	
 

	
 


	
 

	
3.6

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





6






	
 

	
 

	
 


	
 

	
3.7

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


	
 

	
 

	
 


	
 

	
3.8

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


	
 

	
 

	
 


	
 

	
3.9

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


	
 

	
 

	
 


	
 

	
3.10

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


	
 

	
 

	
 


	
4

	
Covenants


	
 

	
 

	
 


	
 

	
4.1

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





7






	
 

	
 

	
 


	
 

	
4.2

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


	
 

	
 

	
 


	
 

	
4.3

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


	
 

	
 

	
 


	
 

	
4.4

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


	
 

	
 

	
 


	
5

	
Representations and Warranties


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
6

	
Amendments to Original Facility Agreement and Corporate Guarantee


	
 

	
 

	
 


	
 

	
With effect
 from the Effective Date:





8






	
 

	
 

	
 


	
 

	
6.1

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
“Next
 Rollover Date” means 20 April 2009.”;


	
 

	
 

	
 


	
 

	
6.2

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
6.3

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
6.4

	
the words
 “or any other amount acceptable to the Lender in its absolute discretion” in
 Clause 6.1 of the Original Facility Agreement shall be inserted after the
 words “one million Dollars ($1,000,000) and the words “and any repaid amount
 shall not be available for reborrowing” shall be deleted and replaced by the
 words “and any repaid amount shall be available for reborrowing”;


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
6.5

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


	
 

	
 

	
 


	
 

	
 

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





9






	
 

	
 

	
 

	
 

	
 


	
 

	
6.6

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
6.7

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


	
 

	
 

	
 


	
 

	
 

	
 

	
“Cost of
 valuation The Borrower shall be liable for all costs and expenses
 incurred by the Lender in obtaining all valuations to be provided pursuant to
 this Clause, such valuations to be provided by the Borrower (i) semiannually
 throughout the Facility Period at a time which shall coincide with the
 provision of the Compliance Certificate in accordance with Clause 13.1.4 and
 13.1.2 (the first such valuation to be provided within six (6) months after
 the Signing Date) and (ii) if requested by the Lender, semiannually
 throughout the Facility Period commencing six (6) months after the Next
 Rollover Date, unless there is an Event of Default in which case the Borrower
 shall be liable for all costs and expenses incurred by the Lender in
 obtaining any number of valuations required by it pursuant to Clause 11.11
 and shall reimburse the Lender in respect of all such costs and expenses on
 demand.”;


	
 

	
 

	
 


	
 

	
6.8

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


	
 

	
 

	
 


	
 

	
6.9

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


	
 

	
 

	
 


	
 

	
 

	
 

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


	
 

	
 

	
 


	
 

	
6.10

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


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“6.11

	
In the event
 that the Borrower is not in compliance with the terms and conditions of
 clause 11.14 of the Facility Agreement and the amount of the shortfall
 thereunder is equal to or greater than one million Dollars ($1,000,000), the
 Guarantor shall make a prepayment in the requisite amount to ensure
 compliance to the absolute satisfaction of the Lender with such clause.
 Clauses 7.2, 7.3 and 7.4 of the Facility Agreement shall apply, mutatis
 mutandis, to any repayment made pursuant to this Clause as if references to
 the Borrower were references to the Guarantor.”;





10






	
 

	
 

	
 

	
 


	
 

	
6.11

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


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
6.12

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


	
 

	
 

	
 


	
 

	
6.13

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


	
 

	
 

	
 


	
7

	
Confirmation and Undertaking


	
 

	
 

	
 


	
 

	
7.1

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


	
 

	
 

	
 


	
 

	
7.2

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


	
 

	
 

	
 


	
 

	
7.3

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


	
 

	
 

	
 


	
 

	
7.4

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


	
 

	
 

	
 

	
 


	
 

	
 

	
7.4.1

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


	
 

	
 

	
 

	
 


	
 

	
 

	
7.4.2

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


	
 

	
 

	
 

	
 


	
 

	
 

	
7.4.3

	
any breach
 of clause 6.10 of the Corporate Guarantee; or





11






	
 

	
 

	
 

	
 


	
 

	
 

	
7.4.4

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
8

	
Notices, Law and Jurisdiction


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
9

	
Costs and Expenses


	
 

	
 


	
 

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





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


	
 

	
 

	
 


	
SIGNED and DELIVERED as a DEED by

	
)

	
 


	
AVSTES SHIPPING CORPORATION

	
)

	
 


	
(as
 borrower)

	
)

	
 


	
acting by Konstantinos
 Adamopoulos

	
)

	
/s/
 Konstantinos Adamopoulos


	
its duly
 authorised attorney-in-fact

	
)

	
 


	
in the presence
 of:

	
)

	
 


	
Christodoulos Vartis

	
 

	
/s/
 Christodoulos Vartis


	
 

	
 

	
 


	
SIGNED and DELIVERED as a DEED by

	
)

	
 


	
SAFE BULKERS INC.

	
)

	
 


	
(as
 corporate guarantor)

	
)

	
 


	
acting by Konstantinos
 Adamopoulos

	
)

	
/s/
 Konstantinos Adamopoulos


	
its duly
 authorised attorney-in-fact

	
)

	
 


	
in the
 presence of:

	
)

	
 


	
Christodoulos Vartis

	
 

	
/s/
 Christodoulos Vartis





12






	
 

	
 

	
 


	
SIGNED and DELIVERED as a DEED by

	
)

	
 


	
PELEA SHIPPING LTD.

	
)

	
 


	
(as a group
 guarantor)

	
)

	
 


	
acting by Konstantinos
 Adamopoulos

	
)

	
/s/
 Konstantinos Adamopoulos


	
its duly authorised
 attorney-in-fact

	
)

	
 


	
in the
 presence of:

	
)

	
 


	
Christodoulos Vartis

	
 

	
/s/
 Christodoulos Vartis


	
 

	
 

	
 


	
SIGNED and DELIVERED as a DEED by

	
)

	
 


	
EFRAGEL SHIPPING CORPORATION

	
)

	
 


	
(as a group
 guarantor)

	
)

	
 


	
acting by Konstantinos
 Adamopoulos

	
)

	
/s/
 Konstantinos Adamopoulos


	
its duly
 authorised attorney-in-fact

	
)

	
 


	
in the
 presence of:

	
)

	
 


	
Christodoulos Vartis

	
 

	
/s/
 Christodoulos Vartis


	
 

	
 

	
 


	
SIGNED and DELIVERED as a DEED by

	
)

	
 


	
MARINDOU SHIPPING CORPORATION

	
)

	
 


	
(as a group
 guarantor)

	
)

	
 


	
acting by Konstantinos
 Adamopoulos

	
)

	
/s/
 Konstantinos Adamopoulos


	
its duly
 authorised attorney-in-fact

	
)

	
 


	
in the
 presence of:

	
)

	
 


	
Christodoulos Vartis

	
 

	
/s/
 Christodoulos Vartis


	
 

	
 

	
 


	
SIGNED and DELIVERED as a DEED by

	
)

	
 


	
ENIAPROHI SHIPPING CORPORATION

	
)

	
 


	
(as a group
 guarantor)

	
)

	
 


	
acting by Konstantinos
 Adamopoulos

	
)

	
/s/
 Konstantinos Adamopoulos


	
its duly
 authorised attorney-in-fact

	
)

	
 


	
in the
 presence of:

	
)

	
 


	
Christodoulos Vartis

	
 

	
/s/
 Christodoulos Vartis





13






	
 

	
 

	
 


	
SIGNED and DELIVERED as a DEED by

	
)

	
 


	
ENIADEFHI SHIPPING CORPORATION

	
)

	
 


	
(as a group
 guarantor)

	
)

	
 


	
acting by Konstantinos
 Adamopoulos

	
)

	
/s/
 Konstantinos Adamopoulos


	
its duly
 authorised attorney-in-fact

	
)

	
 


	
in the
 presence of:

	
)

	
 


	
Christodoulos Vartis

	
 

	
/s/
 Christodoulos Vartis


	
 

	
 

	
 


	
SIGNED and DELIVERED as a DEED by

	
)

	
 


	
DnB NOR BANK ASA

	
)

	
 


	
(as lender)

	
)

	
 


	
acting by Christodoulos
 Vartis

	
)

	
/s/
 Christodoulos Vartis


	
its duly
 authorised attorney-in-fact

	
)

	
 


	
in the
 presence of:

	
)

	
 


	
Konstantinos Adamopoulos

	
 

	
/s/
 Konstantinos Adamopoulos





14