AS BORROWER) -AND-Credit Facility Agreement • May 23rd, 2008 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight
STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • May 16th, 2008 • Safe Bulkers, Inc. • New York
Safe Bulkers, Inc. (a Marshall Islands corporation) 9,000,000 Shares of Common Stock PURCHASE AGREEMENTSafe Bulkers, Inc. • March 19th, 2010 • Deep sea foreign transportation of freight • New York
Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse Securities (USA) LLC as Representatives of the several Underwriters c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036
210,000,000 Secured Loan AgreementSafe Bulkers, Inc. • March 10th, 2015 • Deep sea foreign transportation of freight
SHAREHOLDERS RIGHTS AGREEMENT by and between SAFE BULKERS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY Dated as of August 5, 2020Shareholders Rights Agreement • August 6th, 2020 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight • New York
Exchange Provision: Any time after the date an Acquiring Person obtains more than 10% of the company’s common stock and before that Acquiring Person acquires more than 50% of the company’s outstanding common stock, the company may exchange each right owned by all other rights holders, in whole or in part, for one share of the company’s common stock.
LOAN AGREEMENT for a Multicurrency Loan of up to US$36,000,000 to PETRA SHIPPING LTD provided by BAYERISCHE HYPO- UND VEREINSBANK AKTIENGESELLSCHAFTLoan Agreement • May 16th, 2008 • Safe Bulkers, Inc.
This Agreement sets out the terms and conditions upon and subject to which the Bank agrees to make available to the Borrower a loan of up to Thirty six million Dollars ($36,000,000), or the equivalent in Optional Currencies, to be used for the purpose of financing the acquisition of the Ship by the Borrower.
US$42,000,000 SECURED MULTI-CURRENCY REDUCING REVOLVING CREDIT FACILITY AGREEMENTLoan Agreement • May 16th, 2008 • Safe Bulkers, Inc. • England and Wales
Dated 22 September 2014 as amended by supplemental agreements dated 20 February 2015 and 15 December 2015 as amended and restated on 22 February 2016 as further amended by supplemental agreements dated 1 June 2016 and 8 December 2016, as further...Loan Agreement • March 20th, 2019 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight
THIS AGREEMENT is made on 22 September 2014 as amended by supplemental agreements dated 20 February 2015 and 15 December 2015, as further amended and restated by an amending and restating agreement dated 22 February 2016, as further amended by supplemental agreements dated 1 June 2016 and 8 December 2016, as further amended and restated by an amending and restating agreement dated 26 July 2017 and is further amended and restated by the Deed of Amendment, Restatement, Release and Confirmation.
Safe Bulkers, Inc. (a Marshall Islands corporation) 2,000,000 Shares of 8.00% Series C Cumulative Redeemable Perpetual Preferred Stock, Par Value $0.01 Per Share, $25.00 Liquidation Preference Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • May 7th, 2014 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight • New York
SAFE BULKERS, INC. - and - SAFE BULKERS MANAGEMENT MONACO INC MANAGEMENT AGREEMENT APRIL 1, 2022Management Agreement • March 6th, 2023 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight • England
Global Banking & Markets Shipping Business Centre 5-10 Great Tower Street London EC3P 3HX Telephone: +44 (0)20 7085 5000 Facsimile: +44 (0)20 7085 7134Safe Bulkers, Inc. • May 16th, 2008
Soffive Shipping Corporation c/o Safety Management Overseas SA 32 Avenue Karamanli 166 73 Voula PO Box 70677-106-6 Athens GREECE Attn. Mr Konstantinos Adamopoulos
Private & Confidential Dated 23 May 2008 SAFE BULKERS, INC. (1) and THE ROYAL BANK OF SCOTLAND PLC (2) CORPORATE GUARANTEELoan Agreement • May 23rd, 2008 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight
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.
DATED 2008 SAFE BULKERS INC. - to - DnB NOR BANK ASA _________________________________ GUARANTEE AND INDEMNITY __________________________________ STEPHENSON HARWOOD One, St. Paul’s Churchyard London EC4M 8SH Tel: +44 020 7329 4422 Fax: +44 7329 7100...Safe Bulkers, Inc. • May 27th, 2008 • Deep sea foreign transportation of freight
SAFE BULKERS, INC. - and - SAFE BULKERS MANAGEMENT LIMITED AMENDED AND RESTATED MANAGEMENT AGREEMENTRestrictive Covenant Agreement • March 2nd, 2018 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight • England
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) is made on the 2nd day of August, 2017 and amends and restates in its entirety that certain Management Agreement, dated May 29, 2015 (the “Effective Date”)
Letterhead of] HVBSafe Bulkers, Inc. • May 23rd, 2008 • Deep sea foreign transportation of freight
Dated 22 September 2014 as amended by supplemental agreements dated 20 February 2015 and 15 December 2015 as amended and restated on 22 February 2016 as further amended by supplemental agreements dated 1 June 2016 and 8 December 2016, as further...Loan Agreement • March 25th, 2020 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight
THIS AGREEMENT is made on 22 September 2014 as amended by supplemental agreements dated 20 February 2015 and 15 December 2015, as further amended and restated by an amending and restating agreement dated 22 February 2016, as further amended by supplemental agreements dated 1 June 2016 and 8 December 2016, as further amended and restated by an amending and restating agreement dated 26 July 2017, as further amended and restated by an amending and restating agreement dated 3 October 2018 and is further amended and restated by the Deed of Amendment and Restatement.
Safe Bulkers, Inc. (a Marshall Islands corporation) 5,000,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • March 16th, 2012 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight • New York
Pursuant to Section 5(i) of the Purchase Agreement, dated March 13, 2012 (the “Purchase Agreement”), by and among Safe Bulkers, Inc. and Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), Safety Management Overseas S.A. (the “Manager”) hereby delivers this side letter (the “Manager Side Letter”) to the Underwriters on the date first written above. Capitalized terms used herein but not defined herein shall have the meanings given to them in the Purchase Agreement.
SECOND SUPPLEMENTAL AGREEMENT TO SECURED MULTI-CURRENCY REDUCING REVOLVING CREDIT FACILITY AGREEMENT DATED 11 JANUARY 2008 AS AMENDED AND SUPPLEMENTED BY A FIRST SUPPLEMENTAL AGREEMENT DATED 22 MAY 2008Second Supplemental Agreement • May 19th, 2009 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight
SUPPLEMENTAL TO a secured multi-currency reducing revolving credit facility agreement dated 11 January 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 forty two million Dollars ($42,000,000) (the “Loan”) for the purposes described therein.
SHIPBUILDING CONTRACT OF ONE (1) 176,000 DWT BULK CARRIER (HULL NO. H1074) PRELIMINARY NAME: TBN 1 BETWEEN EPTAPROHI SHIPPING CORPORATION. AS BUYER AND JIANGSU RONGSHENG HEAVY INDUSTRIES GROUP CO., LTD. AS BUILDERShipbuilding Contract • May 16th, 2008 • Safe Bulkers, Inc. • England
Polys Hajioannou c/o Safety Management Overseas S.A. 32 Avenue K. Karamanli P.O. Box 70837 16605 Voula Athens, GreeceSafe Bulkers, Inc. • March 5th, 2014 • Deep sea foreign transportation of freight • England
Reference is hereby made to the attached Restrictive Covenant Agreement (the “Restrictive Covenant Agreement”), dated as of May 29, 2008, as amended thereafter, by and among Safe Bulkers, Inc., a Marshall Islands corporation (the “Company”), Polys Hajioannou (“P. Hajioannou”), Vorini Holdings, Inc., a Marshall Islands Corporation, SafeFixing Corp., a Liberian Corporation and Machairiotissa Holdings Inc., a Marshall Islands Corporation.
SAFE BULKERS, INC. - and - SAFETY MANAGEMENT OVERSEAS S.A. AMENDED AND RESTATED MANAGEMENT AGREEMENTRestrictive Covenant Agreement • March 4th, 2016 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight • England
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) is made on the 29th day of May, 2015 and amends and restates in its entirety that certain Management Agreement, dated May 29, 2008, as amended by that certain Amendment No. 1 to Management Agreement, dated December 7, 2011, that certain Amendment No. 2 to Management Agreement, dated July 29, 2013, and that certain Amendment No. 3 to Management Agreement, dated February 25, 2014 (collectively, the “Original Agreement”),
Dated as of 6 April 2009 SECOND SUPPLEMENTAL AGREEMENT relating to a loan of (originally) US$30,400,000 to MARINOUKI SHIPPING CORPORATION provided by THE ROYAL BANK OF SCOTLAND PLCSecond Supplemental Agreement • May 19th, 2009 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight
IN WITNESS whereof the parties hereto have caused this Agreement to be duly executed as a deed on the date first above written.
SAFE BULKERS, INC. - and - SAFETY MANAGEMENT OVERSEAS S.A. MANAGEMENT AGREEMENTManagement Agreement • May 16th, 2008 • Safe Bulkers, Inc. • England
ContractMemorandum of Agreement • May 16th, 2008 • Safe Bulkers, Inc. • London
MEMORANDUM OF AGREEMENT Dated: 10 November 2007 Norwegian Shipbrokers' Association's Memo- randum of Agreement for sale and purchase of ships. Adopted by the Baltic and International Maritime Council (BIMCO) in 1956 Code-name SALEFORM 1993 Revised 1966, 1983 and 1986/87.
SAFE BULKERS, INC., POLYS HAJIOANNOU, VORINI HOLDINGS INC., SAFEFIXING CORPORATION - and - MACHAIRIOTISSA HOLDINGS INC. RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • March 5th, 2014 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight • England
NOW, THEREFORE, in consideration of the terms and conditions set forth below and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree as follows:
SUPPLEMENTAL AGREEMENT relating to a loan of US$45,000,000 to SOFFIVE SHIPPING CORPORATION provided by THE ROYAL BANK OF SCOTLAND PLCSupplemental Agreement • May 23rd, 2008 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight
SECOND SUPPLEMENTAL AGREEMENT relating to a loan of (originally) US$45,000,000 to SOFFIVE SHIPPING CORPORATION provided by THE ROYAL BANK OF SCOTLAND PLCSecond Supplemental Agreement • May 19th, 2009 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight
Safe Bulkers, Inc. (a Marshall Islands corporation) 10,000,000 Shares of Common Stock PURCHASE AGREEMENT Dated: [l], 2008Safe Bulkers, Inc. • May 23rd, 2008 • Deep sea foreign transportation of freight • New York
The undersigned, a stockholder [and an officer and/or director] of Safe Bulkers, Inc., a Marshall Islands corporation (the “Company”), understands that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) propose to enter into a Purchase Agreement (the “Purchase Agreement”) with the Company and Safety Management Overseas S.A. and Vorini Holdings, Inc. (“Vorini”) providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder [and an officer and/or director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Purchase Agreement that, during a period of 180 days from the date of the
Safe Bulkers, Inc. (a Marshall Islands corporation) 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2013 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight • New York
Pursuant to Section 5(i) of the Underwriting Agreement, dated November 13, 2013 (the “Underwriting Agreement”), by and among Safe Bulkers, Inc. and Morgan Stanley & Co. LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), Safety Management Overseas S.A. (the “Manager”) hereby delivers this side letter (the “Manager Side Letter”) to the Underwriters on the date first written above. Capitalized terms used herein but not defined herein shall have the meanings given to them in the Underwriting Agreement.
Safe Bulkers, Inc. (a Marshall Islands corporation) 13,600,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2016 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight • New York
Pursuant to Section 5(i) of the Underwriting Agreement, dated December 6, 2016 (the “Underwriting Agreement”), by and among Safe Bulkers, Inc., Stifel, Nicolaus & Company, Incorporated and DNB Markets, Inc., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), [Safety Management Overseas S.A. / Safe Bulkers Management Limited] (the “Manager”) hereby delivers this side letter (the “Manager Side Letter”) to the Underwriters on the date first written above. Capitalized terms used herein but not defined herein shall have the meanings given to them in the Underwriting Agreement.
SHIPSALES CONTRACT FOR CONSTRUCTION AND SALE OF A 87,000 MTDW SINGLE SCREW DIESEL DRIVEN BULK CARRIER (THE FUTURE-87) HULL NO. 3255 BETWEEN ENIADEFHI SHIPPING CORPORATION AND ITOCHU CORPORATIONShipsales Contract • May 16th, 2008 • Safe Bulkers, Inc. • England
THIS CONTRACT, made and entered into this 28th day of August, 2006 by and between ENIADEFHI SHIPPING CORPORATION, a corporation organized and existing under the laws of Liberia having its registered office at 80 Broad Street, Monrovia (hereinafter called the “Buyer”), the party of the first part, and ITOCHU CORPORATION, a corporation organized and existing under the laws of Japan, having its registered office at 5-1, Kita-Aoyama 2 chome, Minato-ku, Tokyo, 107-8077, Japan, (hereinafter called the “Seller”), the party of the second part.
US$45,000,000 SECURED MULTI-CURRENCY REDUCING REVOLVING CREDIT FACILITY AGREEMENTCredit Facility Agreement • May 19th, 2009 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight
We refer to the reducing revolving multi-currency credit facility agreement dated [ ] 2008 made between ourselves and yourselves (the “Agreement”).
FIRST SUPPLEMENTAL AGREEMENT TO SECURED MULTI-CURRENCY REDUCING REVOLVING CREDIT FACILITY AGREEMENT DATED 25 SEPTEMBER 2008First Supplemental Agreement • May 19th, 2009 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight
IN WITNESS of which the parties to this First Supplemental Agreement have executed this First Supplemental Agreement as a deed the day and year first before written.
LOAN AGREEMENT for a secured multi-currency loan facility of up to US$30,000,000Loan Agreement • May 16th, 2008 • Safe Bulkers, Inc.
This Agreement sets out the terms and conditions upon which the Bank will make available to the Borrower a floating interest rate loan facility (with currency option in relation to Tranche A only) in the sum of up to the lesser of (i) US$30,000,000 (United States Dollars thirty million) (hereinafter called the “Loan” which expression shall also mean the balance thereof at any time outstanding hereunder and in the currencies it is then denominated) and (ii) 80% of the market value of the Vessel as determined at around the time of the Drawdown Date pursuant to Clause 10.3, for the purpose of partly financing the construction cost of the Vessel (as hereinafter defined), such loan facility to be made by way of two (2) Tranches as follows:
SAFE BULKERS, INC. Common Stock ($0.001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTTerms Agreement • August 10th, 2020 • Safe Bulkers, Inc. • Deep sea foreign transportation of freight • New York
Safe Bulkers, Inc., a Marshall Islands corporation (the “Company“), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through DNB Markets, Inc. (the “Agent“), the Company’s shares of common stock, $0.001 par value per share (the “Shares”), having an aggregate offering price of up to $23,500,000 (any such Shares, the “Placement Shares”) on the terms set forth in Section 2 of this Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Placement Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.
