SUPPLEMENTAL AGREEMENT relating to a loan of (originally) US$36,000,000 to PEMER SHIPPING LTD provided by BAYERISCHE HYPO- UND VEREINSBANK AKTIENGESELLSCHAFT

Exhibit 4.31

Private & Confidential

Dated 20 November 2008

SUPPLEMENTAL AGREEMENT
relating to a
loan of (originally) US$36,000,000

to
PEMER SHIPPING LTD

provided by
BAYERISCHE HYPO- UND VEREINSBANK AKTIENGESELLSCHAFT

Contents


Clause		Page

1	Definitions	1

2	Agreement of the Bank	3

3	Amendments	3

4	Representations and warranties	6

5	Conditions	7

6	Confirmation	7

7	Expenses	7

8	Miscellaneous and notices	8

9	Applicable law	9

Schedule 1 Documents and evidence rquired as conditions precedent		10

Schedule 2 form of Corporate Guarantee		12


	THIS SUPPLEMENTAL AGREEMENT is the 20 November 2008 and made BETWEEN:

	(1)	PEMER SHIPPING LTD, a corporation incorporated in the Republic of Liberia with its registered office at 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx (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, Xxxxxxx Xxxxxxxx Xxxx, X.X. Xxx 0000, Xxxxxx, Xxxxxxxx of Panama (the “Manager”); and

	(3)	BAYERISCHE HYPO- UND VEREINSBANK AKTIENGESELLSCHAFT having its registered office at Xx Xxxxxxxxxx 00, X-00000, Xxxxxx, Xxxxxxx and acting through its office at 0 Xxxxxxxxxx Xxxxxx, 000 00 Xxxxxx, Xxxxxx (the “Bank”).

	WHEREAS:

	(A)	this Agreement is supplemental to a loan agreement dated 7 March 2007 made between (1) the Borrower and (2) the Bank (the “Original Agreement”) as supplemented by a supplemental letter dated 14 May 2008 (the “First Supplemental Letter”) and as further supplemented by a supplemental letter dated 15 May 2008 (the “Second Supplemental Letter” and, together with the First Supplemental Letter and the Original Agreement, the “Principal Agreement”) relating to a multi-currency loan of (originally) Thirty six million Dollars ($36,000,000) (which was increased by $4,167,615.01 pursuant to the First Supplemental Letter), advanced by the Bank to the Borrower, of which the principal amount outstanding at the date hereof is $37,067,615.01; and

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

		(a)	the release of the Borrower from its obligation to maintain the Cash Collateral Deposit (as defined in the Principal Agreement) and all related obligations under clause 9.4 of the Principal Agreement;

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

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

	NOW IT IS HEREBY AGREED as follows:

1		Definitions

1.1		Defined expressions

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

1.2		Definitions

		In this Agreement, unless the context otherwise requires:

		“Corporate Guarantee” means the guarantee executed or (as the context may require) to be executed by the Corporate Guarantor in favour of the Bank in the form set out in schedule 2;

		“Corporate Guarantor” means Safe Bulkers, Inc. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH96960 and includes its successors in title;


		“Effective Date” means the date no later than 24 November 2008, on which the Bank notifies the Borrower in writing that the Bank has received the documents and evidence specified in clause 5 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;

		“Relevant Documents” means, together, this Agreement and the Corporate Guarantee;

		“Relevant Parties” means, together, the Borrower, the Manager and the Corporate Guarantor; and

		“Supplemental Parties” means, together, each of the parties to this Agreement (other than the Bank) or, where the context so requires or permits, means any of them.

1.3		Principal Agreement

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

1.4		Headings

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

1.5		Construction of certain terms

		In this Agreement, unless the context otherwise requires:

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

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

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

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

1.5.5		references to a time of day are to London time;


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

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

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

2		Agreement of the Bank

		The Bank, relying upon the representations and warranties on the part of the Borrower contained in clause 4, 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:

2.1		the matters and transactions described in paragraphs (a), (b) and (c) of the Recitals to this Agreement; and

2.2		the amendment of the Principal Agreement on the terms set out in clause 3.

3		Amendments

3.1		Amendments to Principal Agreement

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

3.1.1		by inserting the following definitions of “Corporate Guarantee”, “First Supplemental Letter” “Hadjioannou Family”, “Second Supplemental Letter”, “Supplemental Agreement” and “Supplemental Letters” in the correct alphabetical order in clause 1.2:

		““Corporate Guarantee” means the corporate guarantee executed or (as the context may require) to be executed by HoldCo in favour of the Bank in the form set out in schedule 2 to the Supplemental Agreement;”;

		““First Supplemental Letter” means the letter dated 14 May 2008 supplemental to this Agreement issued by the Bank and agreed to by the Borrower;”;

		““Hadjioannou Family” means Xx Xxxxx X. Xxxxxxxxxx, Xx Xxxxxxxx X. Xxxxxxxxxxx, Xx Xxxxx X. Xxxxxxxxxx and Xx Xxxxx X. Xxxxxxxxxx and their direct lineal descendants;”;

		““Second Supplemental Letter” means the letter dated 15 May 2008 supplemental to this Agreement issued by the Bank and agreed to by the Borrower;”;

		““Supplemental Agreement” means the agreement dated 20 November 2008 supplemental to this Agreement made between (inter alios) (1) the Borrower and (2) the Bank;”; and

		““Supplemental Letters” means, together, the First Supplemental Letter and the Second Supplemental Letter;”;

3.1.2		by inserting the words “the Supplemental Letters, the Supplemental Agreement, the Corporate Guarantee”, after the words “this Agreement,” in the first line of the definition of “Security Documents” in clause 1.2;


3.1.3	by inserting the words “HoldCo”, after the words “the Borrower,” in the first line of the definition of “Security Party” in clause 1.2;

3.1.4	by deleting the definition of “Charter” in clause 1.2 and by inserting in its place the following new definition of “Charter”:

	““Charter” means any time charter or other contract of employment for the Ship for a period that equals or exceeds twelve (12) months’ duration and is entered into by the Borrower with a Charterer;”;

3.1.5	by deleting the definition of “Margin” in clause 1.2 and by inserting in its place the following new definition of “Margin”:

	““Margin” means zero point seven five per cent (0.75%) per annum;”;

3.1.6	by deleting clause 8.1.1 and by inserting in its place the following new clause 8.1.1:

	“8.1.1	Due incorporation

		the Borrower and each of the other Security Parties are duly incorporated and validly existing in good standing under the laws of their respective countries of incorporation as limited liability companies or, as the case may be, corporations and have power to carry on their respective businesses as they are now being conducted and to own their respective property and other assets;”;

3.1.7	by deleting the existing clause 9.2.2 and by inserting in its place the following new clause 9.2.2:

	“9.2.2	Valuation of Ship

		The Ship shall at the discretion of the Bank from time to time, for the purposes of this clause 9.2, be valued in Dollars by an independent firm of shipbrokers appointed by the Bank in its sole discretion. Each such valuation shall be made without, unless required by the Bank, physical inspection and on the basis of a sale for prompt delivery for cash at arms length on normal commercial terms as between a willing buyer and a willing seller, taking into account the benefit or detriment of any Charter in respect of which a Charter Assignment has been executed in favour of the Bank but without taking into account the benefit or detriment of any other charterparty or other engagement concerning the Ship. Each such valuation shall constitute the value of the Ship for the purposes of this clause 9.2.

		The value of the Ship determined in accordance with the provisions of this clause 9.2 shall be binding upon the parties hereto until such time as any further such valuations shall be obtained.”;
3.1.8	by:

	(a)	deleting the existing clause 9.3.13 in its entirety and renumbering existing clauses 9.3.14, 9.3.15 and 9.3.16 accordingly; and

	(b)	inserting the following new clause 8.2.13 immediately after the existing clause 8.2.12 and renumbering the existing clauses 8.2.13 and 8.2.14 accordingly:

		“8.2.13	Shareholdings

			the Borrower is a wholly-owned direct Subsidiary of HoldCo and as of the date of this Agreement no less than 75% of all the issued share capital of HoldCo are ultimately beneficially owned (whether directly or indirectly) by the Hadjioannou Family; and”;


3.1.9	by deleting clause 9.4 in its entirety;

3.1.10	by deleting the words “9.2, 9.3 or 9.4” at the end of clause 11.1.3 and by inserting the following words in their place:

	“9.2 or 9.3 or HoldCo commits any breach of or omits to observe any of the obligations or undertakings expressed to be assumed by it under clauses 5.1.4, 5.1.5, 5.2 or 5.3 of the Corporate Guarantee”;

3.1.11	by replacing the words “the Borrower” with the words “the Borrower or HoldCo” in the first, second, fifth and sixth lines of clause 11.1.6, in clauses 11.1.7 to 11.1.16 (inclusive) and in the second line of clause 11.1.21;

3.1.12	by replacing the word “Borrower” with the words “the Borrower or HoldCo, as applicable” in the fourth and eighth lines of clause 11.1.6;

3.1.13	by replacing the words “Borrower’s ability” with the words “the Borrower’s or HoldCo’s ability, as applicable”, in the ninth line of clause 11.1.6;

3.1.14	by replacing the words “this Agreement” with the words “the Supplemental Agreement” in clause 11.1.21; and

3.1.15	by deleting clause 11.1.27 in its entirety and by inserting in its place the following new clauses 11.1.27, 11.1.28, and 11.1.29 and by renumbering the existing clause 11.1.28 as clause 11.1.30;

	“11.1.27	Shareholdings: there is any change in the legal and/or ultimate beneficial ownership of any of the shares of the Borrower or HoldCo which results in:

		(a)	the Borrower ceasing at any time to be a wholly-owned direct Subsidiary of HoldCo; or

		(b)	Xx Xxxxx X. Xxxxxxxxxx and Xx Xxxxxxxx X. Xxxxxxxxxxx together being at any time the ultimate beneficial owners of less than 51% of the total issued share capital of HoldCo; or

		(c)	any person, or persons acting in concert (other than Xx Xxxxx X. Xxxxxxxxxx and Xx Xxxxxxxx X. Xxxxxxxxxxx), having control of HoldCo at any time (and for the purposes of this paragraph (c) “control” shall have the meaning given to it in the definition of “Subsidiary” in clause 1.2); or

	11.1.28	Change of structure or change of CEO: (a) Xx Xxxxx X. Xxxxxxxxxx ceases to be the Chief Executive Officer of HoldCo at any time; or (b) there occurs any change in the corporate or legal or business structure of the Borrower, HoldCo or the Manager from that existing on the date of the Supplemental Agreement as disclosed and described to the Bank by the Borrower in the negotiation of the Supplemental Agreement; or

	11.1.29	De-listing:

		the shares of HoldCo are de-listed from the New York Stock Exchange unless:

		(a)	Xx Xxxxx X. Xxxxxxxxxx becomes immediately after such de-listing, and remains at all times thereafter, the ultimate beneficial owner of at least sixty-five per cent (65%) of the issued share capital of HoldCo; and

		(b)	the Hadjioannou Family becomes immediately after such de-listing, and remains at all times thereafter, the ultimate beneficial owner of the total issued share capital of HoldCo; or”.


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		Representations and warranties

4.1		Primary representations and warranties

		The Borrower represents and warrants to the Bank that:

4.1.1		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;

4.1.2		Corporate power

		each of the Relevant Parties has power to execute, deliver and perform its obligations under the Relevant Documents to which it is or is to be a party; all necessary corporate, shareholder and other action has been taken by each of the Relevant Parties to authorise the execution, delivery and performance of the Relevant Documents to which it is or is to be a party;

4.1.3		Binding obligations

		the Relevant Documents to which it is or is to be a party constitute valid and legally binding obligations of each of the Relevant Parties enforceable in accordance with their terms;

4.1.4		No conflict with other obligations

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

4.1.5		No filings required

		it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of any of the Relevant Documents that they 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 the Relevant Documents and each of the Relevant Documents is in proper form for its enforcement in the courts of the Relevant Jurisdiction;

4.1.6		Choice of law

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

4.1.7		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 the Relevant Documents to which it is or is to be a party or the performance by each Relevant Party of its obligations under such document 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.

4.2		Repetition of representations and warranties

		Each of the representations and warranties contained in clause 4.1 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.

5		Conditions

5.1		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.

5.2		General conditions precedent

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

5.2.1		the representations and warranties in clause 4 being true and correct on the Effective Date as if each were made with respect to the facts and circumstances existing at such time; and

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

5.3		Waiver of conditions precedent

		The conditions specified in this clause 5 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.

6		Confirmation

6.1		Security Documents

		Each of the Borrower and the Manager acknowledges and agrees, for the avoidance of doubt, that:

6.1.1		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 by this Agreement; and

6.1.2		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.

7		Expenses

7.1		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:


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

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

	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).

7.2	Value Added Tax

	All expenses payable pursuant to this clause 7 shall be paid together with value added tax or any similar tax (if any) properly chargeable thereon.

7.3	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	Miscellaneous and notices

8.1	Notices

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

8.1.1	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;

8.1.2	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

8.1.3	be sent:

	(a)	if to the Supplemental Parties or any of them:

		00 Xxxxxxxxx Xxxxxx 000 00 Xxxxx Xxxxxx

		Fax No:	x00 000 0000000
		Attention:	Xxxxxxxxxxxx Xxxxxxxxxxx


	(b)	if to the Bank at:

		Bayerische Hypo- und Vereinsbank Aktiengesellschaft 0 Xxxxxxxxxx Xxxxxx 000 00 Xxxxxx Xxxxxx

		Fax:	x00 000 000 0000
		Attention:	The Manager

8.2	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.

9	Applicable law

9.1	Law

	This Agreement is governed by, and shall be construed in accordance with, English law.

9.2	Submission to jurisdiction

	Each of the Supplemental Parties agrees, for the benefit of the Bank, that any legal action or proceedings arising out of or in connection with this Agreement against any of their assets may be brought in the English courts. Each of the Supplemental Parties irrevocably and unconditionally submits to the jurisdiction of such courts and irrevocably designates, appoints and empowers Xx. Xxxxxx Xxxxxxxx at present of 00 Xxxxxx Xxxx, Xxxxxx X00 0XX 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 Supplemental Parties further undertakes that, in the event that such individual passes away or cannot be found, each of the Supplemental Parties hereby irrevocably and unconditionally authorises the Bank to designate, appoint and empower, on each of the Supplemental Parties’ behalf, Messrs Cheeswrights or Messrs Xxxxxxx & Co. at their then principal place of business in London, as substitute process agents of Xx. Xxxxxx Xxxxxxxx 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 Supplemental 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 Supplemental 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 Supplemental Parties may have against the Bank arising out of or in connection with this Agreement.

9.3	Contracts (Rights of Third Parties) Xxx 0000

	No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Xxx 0000 by a person who is not a party to this Agreement.

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

Schedule 1
Documents and evidence required as conditions subsequent

(referred to in clause 5.1)


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 other Relevant Documents and the terms and conditions hereof and thereof 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 and the other Relevant Documents to which such Relevant Party is or is to be a party;


3	Corporate Guarantee

	the Corporate Guarantee (together with any other documents and/or letters to be executed and/or delivered to the Bank pursuant thereto) duly executed;

4	Legal opinions

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

5	Process agent

	a letter from each Relevant Party’s agent for receipt of service of proceedings accepting its appointment under this Agreement and the other Relevant Documents to which such Relevant Party is or is to be a party as such Relevant Party’s process agent.

Schedule 2

Form of Corporate Guarantee


EXECUTED as a DEED	)
by	)
for and on behalf of	)
PEMER SHIPPING LTD	)	Attorney-in-fact
as Borrower	)
in the presence of:

/s/ Xxxxx Slim

Witness
Name: Xxxxx Slim
Address:
Occupation: Trainee Solicitor

EXECUTED as a DEED	)
by	)
for and on behalf of	)
SAFETY MANAGEMENT OVERSEAS S.A.	)	Attorney-in-fact
as Manager	)
in the presence of:

/s/ Xxxxx Slim

Witness
Name: Xxxxx Slim
Address:
Occupation: Trainee Solicitor

EXECUTED as a DEED	)
by XXXXXXXX XXXXXXXXXXX AND PERCLES	)
LYKOUDIS	)	Authorized Signatory
for and on behalf of	)
BAYERISCHE HYPO- UND VEREINSBANK	)
AKTIENGESELLSCHAFT
as Bank
in the presence of:		Authorized Signatory

/s/ Xxxxx Slim

Witness
Name: Xxxxx Slim
Address:
Occupation: Trainee Solicitor

Private & Confidential

Dated 20 November 2008


	SAFE BULKERS, INC.	(1)

	and

	BAYERISCHE HYPO- UND VEREINSBANK AKTIENGESELLSCHAFT	(2)

CORPORATE GUARANTEE


	Contents
Clause		Page

1	Interpretation	1

2	Guarantee	6

3	Payments and Taxes	8

4	Representations and warranties	9

5	Undertakings	12

6	Set-off	15

7	Benefit of this Guarantee	15

8	Notices and other matters	15

9	Law and jurisdiction	17

Schedule 1 Form of Compliance Certificate		18

THIS GUARANTEE is dated 20 November 2008 and made BETWEEN:


	(1)	SAFE BULKERS, INC. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH96960 (the “Guarantor”); and

	(2)	BAYERISCHE HYPO- UND VEREINSBANK AKTIENGESELLSCHAFT having its registered office at Xx Xxxxxxxxxx 00, X-00000, Xxxxxx, Xxxxxxx and acting through its office at 0 Xxxxxxxxxx Xxxxxx, 000 00 Xxxxxx, Xxxxxx (the “Bank”).

WHEREAS:


	(A)	by a loan agreement dated 7 March 2007 as amended and supplemented by a first supplemental letter dated 14 May 2008, by a second supplemental letter dated 15 May 2008 and by a supplemental agreement dated 20 November 2008 (together the “Agreement”) each made between (inter alios) (1) Pemer Shipping Ltd as borrower (the “Borrower”) and (2) the Bank, the Bank has agreed, upon and subject to the terms and conditions of the Agreement, to make (and has made) available to the Borrower, a multi-currency loan facility of up to (originally) US$36,000,000, which was subsequently increased by $4,167,615.01 pursuant to the first supplemental letter referred to above;

	(B)	by a 1992 ISDA master agreement (including a schedule thereto) dated as of 7 March 2007 (the “Master Swap Agreement”) and made between the Borrower and the Bank, the Bank agreed the terms and conditions upon which it would enter into interest rate swap or other derivative transactions with the Borrower in respect of the Loan, whether in whole or in part (as the case may be) from time to time; and

	(C)	the execution and delivery of this Guarantee is one of the conditions to the Bank continuing to make the said loan facility available under the Agreement and this Guarantee is the Corporate Guarantee referred to in the Agreement and it constitutes a Security Document.

IT IS AGREED as follows:


1		Interpretation

1.1		Defined expressions

		In this Guarantee, unless the context otherwise requires or unless otherwise defined in this Guarantee, words and expressions defined in the Agreement and used in this Guarantee shall have the same meanings when used in this Guarantee.

1.2		Definitions

		In this Guarantee, unless the context otherwise requires:

		“Accounting Information” means (a) the annual audited consolidated financial statements of the Group, (b) the semi-annual unaudited consolidated financial statements of the Group and (c) the quarterly unaudited consolidated financial statements of the Group, each as provided or (as the context may require) to be provided to the Bank in accordance with clause 5.1.4;

		“Accounting Period” means (a) each financial year of the Guarantor, (b) each financial half-year of the Guarantor and (c) each financial quarter of each financial year of the Guarantor, for which Accounting Information is required to be delivered pursuant to this Guarantee;

		“Applicable Accounting Principles” means the most recent and up-to-date US GAAP applicable at any relevant time;

		“Bank” includes the successors in title, Assignees and Transferees of the Bank;


	“Borrowed Money” means Indebtedness in respect of (i) money borrowed or raised and debit balances at banks, (ii) any bond, note, loan stock, debenture or similar debt instrument, (iii) acceptance or documentary credit facilities, (iv) receivables sold or discounted (otherwise than on a non-recourse basis), (v) deferred payments for assets or services acquired, (vi) finance leases and hire purchase contracts, (vii) swaps, forward exchange contracts, futures and other derivatives, (viii) any other transaction (including without limitation forward sale or purchase agreements) having the commercial effect of a borrowing or raising of money or of any of (ii) to (vii) above and (ix) guarantees in respect of Indebtedness of any person falling within any of (i) to (viii) above;

	“Collateral Instruments” means notes, bills of exchange, certificates of deposit and other negotiable and non-negotiable instruments, guarantees, indemnities and other assurances against financial loss and any other documents or instruments which contain or evidence an obligation (with or without security) to pay, discharge or be responsible directly or indirectly for, any indebtedness or liabilities of the Borrower or any other person liable and includes any documents or instruments creating or evidencing a mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement or security interest of any kind;

	“Compliance Certificate” means a certificate in the form set out in schedule 1;

	“Consolidated Adjusted Leverage Ratio” means, as of the last day of an Accounting Period or on any other day, the ratio of (a) the Consolidated Liabilities to (b) the Consolidated Total Assets, as stated in the then most recent and relevant Accounting Information;

	“Consolidated Adjusted Net Worth” means the aggregate of the amounts paid-up or credited as paid-up on the Guarantor’s issued share capital and the amount of the consolidated capital and revenue reserves of the Group (including any share premium account, capital redemption reserve fund and any credit balance on the consolidated profit and loss account of the Group) all as shown by the latest consolidated balance sheet and profit and loss account of the Group delivered under this Guarantee but after:

	(a)	deducting any debit balance on such consolidated profit and loss account;

	(b)	deducting any amount shown in such consolidated balance sheet in respect of goodwill (including goodwill arising on consolidation) and other intangible assets;

	(c)	deducting (so far as not otherwise excluded as attributable to minority interests) a sum equal to the aggregate of the amount by which the book value of any fixed assets of any member of the Group has been written up after 31 December 2007 (or, in the case of a company becoming a subsidiary after that date, the date on which that company became a subsidiary) by way of revaluation. For the purposes of this paragraph (c) any increase in the book value of any fixed asset resulting from its transfer by one member of the Group to another member of the Group shall be deemed to result from a writing up of its book value by way of revaluation;

	(d)	excluding amounts set aside for taxation as at the date of such balance sheet and making such adjustments as may be appropriate in respect of any significant additional taxation expected to result from transactions carried out by any member of the Group after such date and not reflected in that balance sheet;

	(e)	deducting all amounts attributable to minority interests in Subsidiaries;

	(f)	making such adjustments as may be appropriate in respect of any variation in the amount of such paid up share capital or any such reserves after the date of the relevant balance sheet (but so that no such adjustment shall be made in respect of any variation in profit and loss account except to the extent of any profit or loss, calculated on a cumulative


		basis, recorded in the consolidated profit and loss account of the Group delivered to the Bank before the date of this Guarantee, or under clause 5.1.4 in respect of any subsequent period);

	(g)	making such adjustments as may be appropriate in respect of any distribution declared, recommended or made by any member of the Group (otherwise than attributable directly or indirectly to the Guarantor) out of profits earned up to and including the date of the latest audited balance sheet of that member of the Group to the extent that such distribution is not provided for in that balance sheet;

	(h)	making such adjustments as may be appropriate in respect of any variation in the interests of the Guarantor in its Subsidiaries since the date of the latest consolidated balance sheet of the Group;

	(i)	if the calculation is required for the purpose of or in connection with a transaction under or in connection with which any company is to become or cease to be a Subsidiary of the Guarantor, making all such adjustments as would be appropriate if that transaction had been carried into effect;

	(j)	adding the relevant excess in the event that the Fleet Market Value exceeds the book values of the Fleet Vessels as shown in the then most recent and relevant Accounting Information;

	(k)	deducting the relevant shortfall in the event that the Fleet Market Value is less than the book values of the Fleet Vessels as shown in the then most recent and relevant Accounting Information; and

	(l)	making such adjustments as may be appropriate in the opinion of the Bank in order that the above amounts are calculated in accordance with the Applicable Accounting Principles;

	“Consolidated Current Assets” means, as of the last day of an Accounting Period or on any other day, the aggregate of the cash and marketable securities, trade and other receivables from persons other than a member of the Group realisable within one (1) year, inventories and prepaid expenses which are to be charged to income within one (1) year less any doubtful debts and any discounts or allowances given, in each case in relation to the Group, as stated in the then most recent and relevant Accounting Information;

	“Consolidated Debt” means, as of the last day of an Accounting Period or on any other day, the aggregate amount of Borrowed Money owed by the members of the Group (but excluding Borrowed Money of the type referred to in paragraphs (v), (vii) and (viii) of the definition of “Borrowed Money” in this clause 1.2), as stated in the then most recent and relevant Accounting Information;

	“Consolidated Debt Service Ratio” means, as of the last day of an Accounting Period or on any other day, the ratio of Consolidated Debt to Consolidated EBITDA in respect of the Rolling Four Quarter Period ending on such day, each as stated in the then most recent and relevant Accounting Information;

	“Consolidated EBITDA” means, as of the last day of an Accounting Period or on any other day, the consolidated net pre-taxation profits of the Group in respect of the Rolling Four Quarter Period ending on such day, as stated in the then most recent and relevant Accounting Information, and all as adjusted by:

	(a)	adding back Consolidated Net Interest Expense;


	(b)	taking no account of any exceptional or extraordinary item;

	(c)	adding back depreciation and amortisation;

	(d)	deducting any non-cash income an non-cash gains; and

	(e)	taking no account of any revaluation of an asset or any loss or gain over book value arising on the disposal of an asset (otherwise than in the ordinary course of trading) by a member of the Group during that Rolling Four Quarter Period;

	“Consolidated Liabilities” means, as of the last day of an Accounting Period or on any other day, the aggregate amount of Liabilities owed by the members of the Group, as stated in the then most recent and relevant Accounting Information;

	“Consolidated Net Interest Expense” means, as of the last day of an Accounting Period or on any other day, all interest and other financing charges incurred or paid by the Group minus all interest income received by the Group in respect of the Rolling Four Quarter Period ending on such day, as stated in the then most recent and relevant Accounting Information;

	“Consolidated Tangible Fixed Assets” means, as of the last day of an Accounting Period or on any other day, the aggregate of (a) the Fleet Market Value and (b) the book value (less depreciation computed in accordance with the Applicable Accounting Principles consistently applied) on a consolidated basis of all other tangible fixed assets of the Group (i.e. excluding Fleet Vessels), as stated in the then most recent and relevant Accounting Information;

	“Consolidated Total Assets” means, at any relevant time, the aggregate of Consolidated Current Assets and Consolidated Tangible Fixed Assets;

	“Fleet Market Value” means, as of the date of calculation, the aggregate market value of the Fleet Vessels as most recently determined pursuant to valuations obtained and made in accordance with clause 5.1.5 of this Guarantee and the provisions of clause 9.2.2 of the Agreement (at the cost of the Guarantor) (and for the purposes of this Guarantee and the calculation of Fleet Market Value, such clause 9.2.2 shall apply to this Guarantee mutatis mutandis);

	“Fleet Vessels” means the vessels (including, but not limited to, the Ship) from time to time owned by the members of the Group and “Fleet Vessel” means any of them;

	“Group” means, together, the Guarantor and its Subsidiaries from time to time (including, for the avoidance of doubt, the Borrower) and “member of the Group” shall be construed accordingly;

	“Guarantee” includes each separate or independent stipulation or agreement by the Guarantor contained in this Guarantee;

	“Guaranteed Liabilities” means all moneys, obligations and liabilities expressed to be guaranteed by the Guarantor in clause 2.1;

	“Guarantor” includes the Guarantor’s successors in title;

	“Hadjioannou Family” means Xx Xxxxx X. Xxxxxxxxxx, Xx Xxxxxxxx X. Xxxxxxxxxxx, Xx Xxxxx X. Xxxxxxxxxx and Xx Xxxxx X. Xxxxxxxxxx and their direct lineal descendants;

	“Incapacity” means, in relation to a person, the death, bankruptcy, unsoundness of mind, insolvency, liquidation, dissolution, winding-up, administration, receivership, amalgamation, reconstruction or other incapacity of that person whatsoever (and, in the case of a partnership, includes the termination or change in the composition of the partnership);


	“Liabilities” means, in relation to any member of the Group (the “debtor”):

	(a)	Borrowed Money of the debtor;

	(b)	liability for any credit to the debtor from a supplier of goods or services or under any instalment purchase or payment plan or other similar arrangement;

	(c)	contingent liabilities of the debtor (including without limitation any taxes or other payments under dispute) which have been or, under the Applicable Accounting Principles consistently applied, should be recorded in the notes to the Accounting Information;

	(d)	deferred tax of the debtor; and

	(e)	liability under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person who is not a member of the Group which would fall within (a) to (d) above if the references to the debtor referred to the other person;

	“Relevant Jurisdiction” means any jurisdiction in which or where the Guarantor is incorporated, resident, domiciled, has a permanent establishment, carries on or has a place of business or is otherwise effectively connected; and

	“Rolling Four Quarter Period” means, as of the last day of an Accounting Period or on any other day, the twelve-month period ending on such day.


1.3		Headings

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

1.4		Construction of certain terms

		In this Guarantee, unless the context otherwise requires:

1.4.1		references to clauses are to be construed as references to the clauses of this Guarantee;

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

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

1.4.4		references to a time of day are to London time;

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

1.4.6		references to a “guarantee” include references to an indemnity or other assurance against financial loss including, without limitation, any 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

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


2		Guarantee

2.1		Covenant to pay

		In consideration of the Bank making or continuing loans or advances to, or otherwise giving credit or granting banking facilities or accommodation or granting time to, the Borrower pursuant to the Agreement and/or the Master Swap Agreement, the Guarantor hereby guarantees to pay to the Bank, on demand by the Bank all moneys and discharge all obligations and liabilities now or hereafter due, owing or incurred by the Borrower to the Bank under or pursuant to the Agreement, the Master Swap Agreement and the other Security Documents when the same become due for payment or discharge whether by acceleration or otherwise, and whether such moneys, obligations or liabilities are express or implied, present, future or contingent, joint or several, incurred as principal or surety, originally owing to the Bank or purchased or otherwise acquired by it, denominated in Dollars or in any other currency, or incurred on any banking account or in any other manner whatsoever.

		Such liabilities shall, without limitation, include interest (as well after as before judgment) to date of payment at such rates and upon such terms as may from time to time be agreed, commission, fees and other charges and all legal and other costs, charges and expenses on a full and unqualified indemnity basis which may be incurred by the Bank in relation to any such moneys, obligations or liabilities or generally in respect of the Borrower, the Guarantor or any Collateral Instrument.

2.2		Guarantor as principal debtor; indemnity

		As a separate and independent stipulation, the Guarantor agrees that if any purported obligation or liability of the Borrower 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 Borrower on any ground whatsoever whether or not known to the Bank (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 Borrower 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 Borrower) the Guarantor shall nevertheless be liable to the Bank 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 Bank fully indemnified on demand against all damages, losses, costs and expenses arising from any failure of the Borrower to perform or discharge any such purported obligation or liability.

2.3		Statements of account conclusive

		Any statement of account, signed as correct by an officer of the Bank, showing the amount of the Guaranteed Liabilities shall, in the absence of manifest error, be binding and conclusive on and against the Guarantor.

2.4		No security taken by Guarantor

		The Guarantor warrants that it has not taken or received, and undertakes that until all the Guaranteed Liabilities of the Borrower have been paid or discharged in full, it will not take or receive, the benefit of any security from the Borrowers or either of them or any other person in respect of its obligations under this Guarantee.

2.5		Interest

		The Guarantor agrees to pay interest on each amount demanded of it under this Guarantee from the date of such demand until payment (as well after as before judgment) at the rate specified in clause 3.4 of the Agreement which shall apply to this Guarantee mutatis mutandis. Such interest shall be compounded at the end of each period determined for this purpose by the Bank in the


		event of it not being paid when demanded but without prejudice to the Bank’s right to require payment of such interest.

2.6		Continuing security and other matters

		This Guarantee shall:

2.6.1		secure the ultimate balance from time to time owing to the Bank by the Borrower and shall be a continuing security, notwithstanding any settlement of account or other matter whatsoever;

2.6.2		be in addition to any present or future Collateral Instrument, right or remedy held by or available to the Bank; and

2.6.3		not be in any way prejudiced or affected by the existence of any such Collateral Instrument, rights or remedies or by the same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or by the Bank dealing with, exchanging, varying or failing to perfect or enforce any of the same or giving time for payment or indulgence or compounding with any other person liable.

2.7		Liability unconditional

		The liability of the Guarantor shall not be affected nor shall this Guarantee be discharged or reduced by reason of:

2.7.1		the Incapacity or any change in the name, style or constitution of the Borrower or any other person liable;

2.7.2		the Bank granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, the Borrower or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from the Borrower or any other person liable; or

2.7.3		any act or omission which would not have discharged or affected the liability of the Guarantor had it been a principal debtor instead of a guarantor or by anything done or omitted which but for this provision might operate to exonerate the Guarantor.

2.8		Collateral Instruments

		The Bank shall not be obliged to make any claim or demand on the Borrower or to resort to any Collateral Instrument or other means of payment now or hereafter held by or available to it before enforcing this Guarantee and no action taken or omitted by the Bank in connection with any such Collateral Instrument or other means of payment shall discharge, reduce, prejudice or affect the liability of the Guarantor under this Guarantee nor shall the Bank be obliged to apply any money or other property received or recovered in consequence of any enforcement or realisation of any such Collateral Instrument or other means of payment in reduction of the Guaranteed Liabilities.

2.9		Waiver of Guarantor’s rights

		Until all the Guaranteed Liabilities have been paid, discharged or satisfied in full (and notwithstanding payment of a dividend in any liquidation or under any compromise or arrangement) the Guarantor agrees that, without the prior written consent of the Bank, it will not:

2.9.1		exercise its rights of subrogation, reimbursement and indemnity against the Borrower or any other person liable;


2.9.2		demand or accept repayment in whole or in part of any indebtedness now or hereafter due to the Guarantor from the Borrower or from any other person liable or demand or accept any Collateral Instrument in respect of the same or dispose of the same;

2.9.3		take any step to enforce any right against the Borrower or any other person liable in respect of any Guaranteed Liabilities; or

2.9.4		claim any set-off or counterclaim against the Borrower or any other person liable or claim or prove in competition with the Bank in the liquidation of the Borrower or any other person liable or have the benefit of, or share in, any payment from or composition with, the Borrower or any other person liable or any other Collateral Instrument now or hereafter held by the Bank for any Guaranteed Liabilities or for the obligations or liabilities of any other person liable but so that, if so directed by the Bank, it will prove for the whole or any part of its claim in the liquidation of the Borrower or any other person liable on terms that the benefit of such proof and of all money received by it in respect thereof shall be held on trust for the Bank and applied in or towards discharge of the Guaranteed Liabilities in such manner as the Bank shall deem appropriate.

2.10		Suspense accounts

		Any money received in connection with this Guarantee (whether before or after any Incapacity of the Borrower or the Guarantor) may be placed to the credit of a suspense account with a view to preserving the rights of the Bank to prove for the whole of its claims against the Borrower or any other person liable or may be applied in or towards satisfaction of such of the Guaranteed Liabilities as the Bank may from time to time conclusively determine in its absolute discretion.

2.11		Settlements conditional

		Any release, discharge or settlement between the Guarantor and the Bank shall be conditional upon no security, disposition or payment to the Bank by the Borrower or any other person liable being void, set aside or ordered to be refunded pursuant to any enactment or law relating to bankruptcy, liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Bank shall be entitled to enforce this Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made.

2.12		Guarantor to deliver up certain property

		If, contrary to clauses 2.4 or 2.9 the Guarantor takes or receives the benefit of any security or receives or recovers any money or other property, such security, money or other property shall be held on trust for the Bank and shall be delivered to the Bank on demand.

2.13		Retention of this Guarantee

		The Bank shall be entitled to retain this Guarantee after as well as before the payment or discharge of all the Guaranteed Liabilities for such period as the Bank may determine.

3		Payments and Taxes

3.1		No set off or counterclaim

		All payments to be made by the Guarantor under this Guarantee shall be made in full, without any set-off or counterclaim whatsoever and, subject as provided in clause 3.2, free and clear of any deductions or withholdings, in Dollars (except for charges or expenses which shall be paid in the currency in which they are incurred) on the due date to such account of the Bank as it may specify in writing to the Guarantor from time to time.


3.2		Grossing up for Taxes

		If at any time the Guarantor is required to make any deduction or withholding in respect of Taxes from any payment due under this Guarantee for the account of the Bank, 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 Bank 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 Bank 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 Bank any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid.

3.3		Currency indemnity

		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 (a) making or filing a claim or proof against the Guarantor, (b) obtaining an order or judgment in any court or other tribunal or (c) enforcing any order or judgment given or made in relation to this Guarantee, the Guarantor shall indemnify and hold harmless the Bank from and against any loss suffered as a result of any difference between (i) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (ii) the rate or rates of exchange at which the Bank 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 3.3 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.

4		Representations and warranties

4.1		Continuing representations and warranties

		The Guarantor represents and warrants that:

4.1.1		Due incorporation

		the Guarantor is duly incorporated and validly existing under the laws of the Xxxxxxxx Islands as a Xxxxxxxx Islands corporation and has power to carry on its business as it is now being conducted and to own its property and other assets;

4.1.2		Corporate power to guarantee

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

4.1.3		Binding obligations

		this Guarantee and each of the other Security Documents to which it is or is to be a party constitutes valid and legally binding obligations of the Guarantor enforceable in accordance with its terms;


4.1.4		No conflict with other obligations

		the execution and delivery of, the performance of its obligations under, and compliance with the provisions of, this Guarantee and each of the other Security Documents to which it is or is to be a party, 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, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which the Guarantor is a party or is subject or by which it or any of its property is bound, (iii) contravene or conflict with any provision of the Guarantor’s constitutional documents or (iv) result in the creation or imposition of or oblige the Guarantor to create any Encumbrance on any of the Guarantor’s undertakings, assets, rights or revenues;

4.1.5		No litigation

		no litigation, arbitration or administrative proceeding is taking place, pending or, to the knowledge of the officers of the Guarantor, threatened against the Guarantor or any of its Subsidiaries which could have a material adverse effect on the business, assets or financial condition of the Guarantor;

4.1.6		No filings required

		it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Guarantee or any of the other Security Documents to which the Guarantor is or is to be a party, 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 Guarantee or any of the other Security Documents to which the Guarantor is or is to be a party and this Guarantee is in proper form for its enforcement in the courts of each Relevant Jurisdiction;

4.1.7		Choice of law

		the choice by the Guarantor of English law to govern this Guarantee or any of the other Security Documents to which the Guarantor is or is to be a party and the submission by the Guarantor to the non-exclusive jurisdiction of the English courts are valid and binding;

4.1.8		No immunity

		neither the Guarantor nor any of its assets is 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);

4.1.9		Consents obtained

		every consent, authorisation, licence or approval of, or registration with or declaration to, governmental or public bodies or authorities or courts required by the Guarantor to authorise, or required by the Guarantor in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of this Guarantee or any of the other Security Documents to which the Guarantor is or is to be a party, or the performance by the Guarantor of its obligations under this Guarantee or any of the other Security Documents to which the Guarantor is or is to be a party, has been obtained or made and is in full force and effect and there has been no default in the observance of the conditions or restrictions (if any) imposed in, or in connection with, any of the same; and

4.1.10		No material adverse change

		there has been no material adverse change in the financial position of the Guarantor or the consolidated financial position of the Group from that described by or on behalf of the Borrowers and/or the Guarantor to the Bank in the negotiation of this Guarantee.


4.2		Initial representations and warranties

		The Guarantor further represents and warrants that:

4.2.1		Pari passu

		the obligations of the Guarantor under this Guarantee are direct, general and unconditional obligations of the Guarantor and rank at least pari passu with all other present and future unsecured and unsubordinated Indebtedness of the Guarantor with the exception of any obligations which are mandatorily preferred by law and not by contract;

4.2.2		No default under other Indebtedness

		the Guarantor is not (nor would with the giving of notice or lapse of time or the satisfaction of any other condition or any combination thereof be) in breach of or in default under any agreement relating to Indebtedness to which it is a party or by which it may be bound;

4.2.3		Information

		the information, exhibits and reports furnished by the Guarantor to the Bank in connection or with the negotiation and preparation of this Guarantee are true and accurate in all material respects and not misleading, do not omit material facts and all reasonable enquiries have been made to verify the facts and statements contained therein; there are no other facts the omission of which would make any fact or statement therein misleading;

4.2.4		No withholding Taxes

		no Taxes are imposed by withholding or otherwise on any payment to be made by the Guarantor under this Guarantee or any of the other Security Documents to which the Guarantor is or is to be a party, or are imposed on or by virtue of the execution or delivery by the Guarantor of this Guarantee or any of the other Security Documents to which the Guarantor is or is to be a party or any document or instrument to be executed or delivered under this Guarantee or such Security Documents;

4.2.5		No Default

		no Default has occurred and is continuing; and

4.2.6		Shareholdings

		the Borrower is a wholly-owned direct Subsidiary of the Guarantor and as of the date of this Guarantee no less than 75% of all the issued share capital of the Guarantor are ultimately beneficially owned by the Hadjioannou Family.

4.3		Repetition of representations and warranties

		On and as of each day from the date of this Guarantee until all moneys due or owing, whether actually or contingently, under the Agreement and/or the other Security Documents (including this Guarantee) have been paid in full and while all or any part of the Commitment remains outstanding, the Guarantor shall:

4.3.1		be deemed to repeat the representations and warranties in clause 4.1 as if made with reference to the facts and circumstances existing on such day; and

4.3.2		be deemed to further represent and warrant to the Bank that the then latest audited financial statements delivered to the Bank under this Guarantee (if any) have been prepared in accordance with the Applicable Accounting Principles which have been consistently applied and present fairly and accurately the consolidated financial position of the Group as at the end of the


	financial period to which the same relate and the consolidated results of the operations of the Group for the financial period to which the same relate and, as at the end of such financial period, neither the Guarantor nor any other member of the Group had any significant liabilities (contingent or otherwise) or any unrealised or anticipated losses which are not disclosed by, or reserved against or provided for in, such financial statements.

5	Undertakings

5.1	General

	The Guarantor undertakes that, from the date of this Guarantee and so long as any moneys are owing, whether actually or contingently, under the Agreement or the other Security Documents (including this Guarantee) and while all or any part of the Commitment remains outstanding, it will:

5.1.1	Notice of default

	promptly inform the Bank of any occurrence of which it becomes aware which might adversely affect its ability to perform its obligations under this Guarantee and each of the other Security Documents to which the Guarantor is or is to be a party, and of any Default forthwith upon becoming aware thereof and will from time to time, if so requested by the Bank, confirm to the Bank in writing that, save as otherwise stated in such confirmation, no Default has occurred and is continuing;

5.1.2	Consents and licences

	without prejudice to clause 4.1, obtain or cause to be obtained, maintain in full force and effect and comply in all material respects with the conditions and restrictions (if any) imposed in, or in connection with, every consent, authorisation, licence or approval of governmental or public bodies or authorities or courts and do, or cause to be done, all other acts and things which may from time to time be necessary or desirable under applicable law for the continued due performance of all its obligations under this Guarantee;

5.1.3	Pari passu

	ensure that its obligations under this Guarantee shall, without prejudice to the provisions of clause 5.2, at all times rank at least pari passu with all its other present and future unsecured and unsubordinated Indebtedness with the exception of any obligations which are mandatorily preferred by law and not by contract;

5.1.4	Financial statements

	prepare or cause to be prepared:

	(a)	audited consolidated financial statements of the Group in accordance with the Applicable Accounting Principles consistently applied in respect of each financial year;

	(b)	unaudited consolidated financial statements of the Group in accordance with the Applicable Accounting Principles consistently applied in respect of each financial half-year; and

	(c)	unaudited consolidated financial statements of the Group in accordance with the Applicable Accounting Principles consistently applied in respect of each financial quarter of each financial year,

	and, in each case, deliver as many copies of the same as the Bank may reasonably require as soon as practicable but not later than one hundred and eighty (180) days (in the case of audited


	statements) and ninety (90) days (in the case of unaudited statements) after the end of the financial period to which they relate;

5.1.5	Valuations and Compliance Certificate

	(a)	deliver or cause to be delivered to the Bank valuations (dated not earlier than 30 days previously) of each Fleet Vessel prepared in accordance with, and in the manner specified in, clause 9.2.2 of the Agreement (at the cost of the Guarantor) at the time when any annual or semi-annual consolidated financial statements of the Group are delivered to the Bank in accordance with clause 5.1.4 (and clause 9.2.2 of the Agreement shall apply mutatis mutandis hereto for the purpose of the valuation of Fleet Vessels); and

	(b)	deliver to the Bank, a Compliance Certificate for the relevant period executed by the Guarantor and counter-signed by the Chief Financial Officer of the Guarantor and by the Borrower, at the time when any consolidated financial statements of the Group are delivered to the Bank in accordance with clause 5.1.4; and

	(c)	no less than ten (10) days before the Guarantor intends to declare dividends, advise the Bank in writing of the proposed amount of such dividends and confirm to the Bank in writing, in a certificate duly signed by the Guarantor and the Borrower that no Event of Default has occurred or will occur as a result of the declaration or payment of such dividends;

5.1.6	Delivery of reports

	deliver to the Bank copies of every report, circular, notice or like document issued by the Guarantor to its shareholders or creditors generally subject to applicable obligations of confidentiality or rules of the New York Stock Exchange; and

5.1.7	Provision of further information

	provide the Bank with such financial or other information concerning the Group, the Borrower, the Guarantor, the other Security Parties, the other members of the Group and their respective affairs as the Bank may from time to time reasonably require, including, without limitation, any management information, information relating to the position, trading and/or employment of the Ship and any actual or proposed purchase of vessels by any member of the Group, copies of all documents required of the Guarantor or its board of directors to disclose or certify or to file with the Securities and Exchange Commission of the U.S.A. or pursuant to the Xxxxxxxx-Xxxxx Act of the U.S.A. and any other documents or information as may be reasonably required by the Bank.

5.2	Negative undertakings

	The Guarantor undertakes that, from the date of this Guarantee and so long as any moneys are owing under the Agreement or the other Security Documents (including this Guarantee) and while all or any part of the Commitment remains outstanding, it will not, without the prior written consent of the Bank:

5.2.1	Negative pledge

	permit any Encumbrance (other than a Permitted Encumbrance) to subsist, arise or be created or extended over all or any of the shares of the Borrower to secure or prefer any present or future Indebtedness of the Guarantor or any other person;


5.2.2	No merger

	merge or consolidate with any other person or enter into any demerger, amalgamation or any corporate reconstruction or redomiciliation of any kind;

5.2.3	Other business

	undertake any business other than that conducted by it at the date of this Guarantee;

5.2.4	Distributions

	declare or pay any dividends or make any other distributions to any of its shareholders if an Event of Default has occurred or will or, in the opinion of the Bank, is likely to occur as a result of, or following, the declaration or payment of such dividends or other distributions;

5.2.5	Shareholdings

	change, cause or permit any change in, the legal and/or beneficial ownership of any of the shares in the Borrower which would result in the Borrower ceasing to be a wholly-owned direct Subsidiary of the Guarantor; or

5.2.6	Financial year

	change the computation of its financial year from that existing on the date of this Guarantee (i.e. with financial year-end on 31 December).

5.3	Financial undertakings

5.3.1	The Guarantor undertakes with the Bank that, from the date of this Guarantee and so long as any moneys are owing under the Security Documents (including this Guarantee) and while all or any part of the Commitment remains outstanding, it will ensure that:

	(a)	Consolidated Adjusted Net Worth

		the Consolidated Adjusted Net Worth shall not be less than Two hundred million Dollars ($200,000,000) at any time;

	(b)	Consolidated Adjusted Leverage Ratio

		the Consolidated Adjusted Leverage Ratio shall not be higher than 0.70:1.0 at any time; and

	(c)	Consolidated Debt Service Ratio

		the Consolidated Debt Service Ratio shall not be higher than 5.5:1.0 at any time.

5.3.2	All the terms defined in clause 1.2 and used in this clause 5.3, and other accounting terms used in this clause 5.3, are to be determined by the Bank on a consolidated basis and (except as items are expressly included or excluded in the relevant definition or provision) are used and shall be construed in accordance with the Applicable Accounting Principles consistently applied and as determined from any relevant Accounting Information and any valuations of the Fleet Vessels and also by reference to any other information available to the Bank at any relevant time.

5.3.3	Subject to clause 5.3.4, the compliance of the Guarantor with the undertakings set out in clause 5.3.1 shall be determined and tested by the Bank in its sole discretion on the basis of calculations made by the Bank at the end of each Accounting Period at the time when the relevant Accounting Information and, where applicable, valuations of the Fleet Vessels have been delivered to the Bank pursuant to clause 5.1.4 and clause 5.1.5.


5.3.4		Notwithstanding the other terms of this clause 5.3 and, in particular, the time when compliance with the financial undertakings of clause 5.3.1 is to be tested by the Bank pursuant to clause 5.3.3, the Guarantor hereby undertakes that the financial undertakings of clause 5.3.1 will be complied with at all times during the whole term of each Accounting Period.

5.3.5		For the purposes of this clause 5.3: (i) no item shall be deducted or credited more than once in any calculation; and (ii) any amount expressed in a currency other than Dollars shall be converted into Dollars in accordance with the Applicable Accounting Principles consistently applied.

6		Set-off

		The Guarantor authorises the Bank at any time following a demand made by the Bank under clause 2.1 and without notice to the Guarantor to apply any credit balance to which the Guarantor is then entitled on any account of the Guarantor with the Bank at any of its branches in or towards satisfaction of any sum then due and payable from the Guarantor to the Bank under this Guarantee. For this purpose the Bank is authorised to purchase with the moneys standing to the credit of such account such other currencies as may be necessary to effect such application. The Bank shall not be obliged to exercise any right given to it by this clause 6. The Bank shall notify the Guarantor forthwith upon the exercise or purported exercise of any right of set-off giving full details in relation thereto.

7		Benefit of this Guarantee

7.1		Benefit and burden

		This Guarantee shall be binding upon the Guarantor and its successors in title and shall enure for the benefit of the Bank and its successors in title, Assignees and/or Transferees. The Guarantor expressly acknowledges and accepts the provisions of clause 16 of the Agreement and agrees that any person in favour of whom an assignment or a transfer is made in accordance with such clause shall be entitled to the benefit of this Guarantee.

7.2		Changes in constitution or reorganisation of Bank

		For the avoidance of doubt and without prejudice to the provisions of clause 7.1, this Guarantee shall remain binding on the Guarantor notwithstanding any change in the constitution of the Bank or its absorption in, or amalgamation with, or the acquisition of all or part of its undertaking or assets by, any other person, or any reconstruction or reorganisation of any kind, to the intent that this Guarantee shall remain valid and effective in all respects in favour of any successor in title, Assignee or Transferee of the Bank in the same manner as if such successor in title, Assignee or Transferee had been named in this Guarantee as a party instead of, or in addition to, the Bank.

7.3		No assignment by Guarantor

		The Guarantor may not assign or transfer any of its rights or obligations under this Guarantee.

7.4		Disclosure of information

		The Bank may, without the consent of the Guarantor, disclose to a prospective assignee or transferee or to any other person who may propose entering into contractual relations with the Bank in relation to the Agreement such information about the Guarantor as the Bank shall consider appropriate.

8		Notices and other matters

8.1		Notices

		Clause 17.1 of the Agreement shall apply to this Guarantee as if set out herein and every notice, request, demand or other communication under this Guarantee shall be sent:


8.1.1	if to the Guarantor at:

	00 Xxxxxxxxx Xxxxxx 000 00 Xxxxx
	Xxxxxx

	Fax No:	x00 000 0000000
	Attention:	Xxxxxxxxxxxx Xxxxxxxxxxx

8.1.2	if to the Bank at:

	Bayerische Hypo- und Vereinsbank Aktiengesellschaft
	0 Xxxxxxxxxx Xxxxxx
	000 00 Xxxxxx Xxxxxx

	Fax:	x00 000 000 0000
	Attention:	The Manager


	or to such other address or facsimile number as is notified by the Guarantor or the Bank to the other party to this Guarantee.


8.2		No implied waivers, remedies cumulative

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

8.3		English translations

		All certificates, instruments and other documents to be delivered under or supplied in connection with this Guarantee shall be in the English language or shall be accompanied by a certified English translation upon which the Bank shall be entitled to rely.

8.4		Other guarantors

		The Guarantor agrees to be bound by this Guarantee notwithstanding that any other person intended to execute or to be bound by any other guarantee or assurance under or pursuant to the Agreement may not do so or may not be effectually bound and notwithstanding that such other guarantee or assurance may be determined or be or become invalid or unenforceable against any other person, whether or not the deficiency is known to the Bank.

8.5		Expenses

		The Guarantor agrees to reimburse the Bank on demand for all legal and other costs, charges and expenses on a full and unqualified indemnity basis which may be incurred by the Bank in relation to the enforcement of this Guarantee against the Guarantor.

8.6		Partial invalidity

		If, at any time, any provision of this Guarantee is or becomes illegal, invalid or unenforceable in any respect under any law or jurisdiction, neither the legality validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision in any other respect or under the law of any other jurisdiction will be affected or impaired in any way.


8.7		Maximum liability

		Anything contained in this Guarantee to the contrary notwithstanding, the obligations of the Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render the Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any similar provisions of applicable law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of the Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantor (a) in respect of inter-company Indebtedness to the Borrower or any other member of the Group to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by the Guarantor hereunder and (b) under any guarantee of Indebtedness subordinated in right of payment to the Guaranteed Liabilities, which guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of the Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of the Guarantor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among the Guarantor and other members of the Group of obligations arising under guarantees by such parties.

9		Law and jurisdiction

9.1		Law

		This Guarantee is governed by, and shall be construed in accordance with, English law.

9.2		Submission to jurisdiction

		The Guarantor agrees for the benefit of the Bank that any legal action or proceedings arising out of or in connection with this Guarantee against the Guarantor or any of its assets may be brought in the English courts, irrevocably and unconditionally submits to the jurisdiction of such courts and irrevocably designates, appoints and empowers Xx. Xxxxxx Xxxxxxxx at present of 00 Xxxxxx Xxxx, Xxxxxx X00 0XX, Xxxxxxx 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 the Guarantor further undertakes that, in the event that such individual passes away or cannot be found, the Guarantor hereby irrevocably and unconditionally authorises the Bank to designate, appoint and empower, on the Guarantor’s behalf, Messrs Cheeswrights or Messrs Xxxxxxx & Co. at their then principal place of business in London, as substitute process agents of Xx. Xxxxxx Xxxxxxxx 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 the Guarantor 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. The Guarantor further agrees that only the courts of England and not those of any other State shall have jurisdiction to determine any claim which the Guarantor may have against the Bank arising out of or in connection with this Guarantee.

9.3		Contracts (Rights of Third Parties) Xxx 0000

		No term of this Guarantee is enforceable under the Contracts (Rights of Third Parties) Xxx 0000 by a person who is not a party to this Guarantee.

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

Schedule 1

Form of Compliance Certificate


To:	BAYERISCHE HYPO- UND VEREINSBANK AKTIENGESELLSCHAFT

From:	SAFE BULKERS, INC.

Dated: [•]

US$40,167,615.01 Loan Agreement dated 7 March 2007, as amended (the “Loan Agreement”) - Corporate Guarantee dated [•] 2008 (the “Corporate Guarantee”)

Terms defined in the Corporate Guarantee shall have the same meaning when used herein.

We refer to clause 5.3.1 of the Corporate Guarantee and hereby certify that, as at [insert date of accounts] and on the date hereof:


1	Financial covenants

	(a)	the Consolidated Adjusted Net Worth is $[•], calculated as follows: [ ]; and

	(b)	the Consolidated Adjusted Leverage Ratio is [•]:1.0, calculated as follows:[ ]; and

	(c)	the Consolidated Debt Service Ratio is [•]:1.0, calculated as follows: [ ].

	[and we hereby confirm that the above comply with the provisions of clause 5.3.1 of the Guarantee.]

2	Default

	[No Default has occurred and is continuing]

	or

	[The following Default has occurred and is continuing: [*provide details of Default]. [The following steps are being taken to remedy it: [provide details of steps being taken to remedy Default*]].

Signed:
		[Director[s]/Officer[s]] [or any other duly authorised representatives [or appropriate]]
		For and on behalf of:\|
		SAFE BULKERS, INC.


Signed:
		[Director[s]/Officer[s]] [or any other duly authorised representatives [or appropriate]]
		For and on behalf of:
		PEMER SHIPPING LTD

I hereby confirm and certify that the above statements are correct and complete.


Signed:
		Chief Financial Officer
		For and on behalf of
		SAFE BULKERS, INC.


EXECUTED as a DEED	)
by	)
for and on behalf of	)
SAFE BULKERS, INC.	)
in the presence of:	)	Attorney-in-Fact


Witness
Name:
Address:
Occupation:

EXECUTED as a DEED	)
by	)
for and on behalf of	)	Authorised signatory
BAYERISCHE HYPO- UND VEREINSBANK	)
AKTIENGESELLSCHAFT	)
in the presence of:	)	Authorised signatory


Witness
Name:
Address:
Occupation:

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SUPPLEMENTAL AGREEMENT relating to a loan of (originally) US$36,000,000 to PEMER SHIPPING LTD provided by BAYERISCHE HYPO- UND VEREINSBANK AKTIENGESELLSCHAFT

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