STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • May 16th, 2008 • Safe Bulkers, Inc. • New York
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
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
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
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.
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • May 16th, 2008 • Safe Bulkers, Inc. • 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:
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.
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:
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • May 16th, 2008 • Safe Bulkers, Inc. • 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:
To: Marinouki Shipping Corporation Global Banking & Markets c/o Safety Management Overseas SA Shipping Business Centre Greece Telephone: +44 (0)20 7085 5000 Facsimile: +44 (0)20 7085 7134Safe Bulkers, Inc. • May 16th, 2008 • England
Re: Loan Agreement dated 1 March 2006 between Marinouki Shipping Corp. (as Borrower) and The Royal Bank of Scotland plc (as Lender)Safe Bulkers, Inc. • May 16th, 2008
We refer to the loan made available to you pursuant to the above Loan Agreement and confirm that we are prepared to vary the terms and conditions of the loan as follows:-
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
Marathassa 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
DATED 17 APRIL 2008 AVSTES SHIPPING CORPORATION (as Borrower) -and- DnB NOR BANK ASA (as Lender) ____________________________________ US$36,000,000 SECURED MULTI-CURRENCY REDUCING REVOLVING CREDIT FACILITY AGREEMENT...Safe Bulkers, Inc. • May 16th, 2008 • England and Wales
To: Petra Shipping LtdSafe Bulkers, Inc. • May 16th, 2008
ContractMemorandum of Agreement • May 16th, 2008 • Safe Bulkers, Inc. • London
MEMORANDUM OF AGREEMENT Dated: 26 October 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.
ContractMemorandum of Agreement • May 16th, 2008 • Safe Bulkers, Inc. • London
MEMORANDUM OF AGREEMENT Dated: 26 October 2007 Norwegian Shipbrokers’ Association’s Memorandum 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.
To: Pemer Shipping LtdSafe Bulkers, Inc. • May 16th, 2008
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • May 16th, 2008 • Safe Bulkers, Inc. • 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:
Deutsche SchiffsbankSafe Bulkers, Inc. • May 16th, 2008
TELEFAX Staloudi Shipping Corporation c/o Safety Management Overseas S.A., Voula Attn.: Mr. George Papadopoulos Hans-Jürgen Schulte / st International Loans Direct Line +49 421 3609-255 Telefax +49 421 3609-329 hans-juergen.schulte@schiffsbank.com
SHIPSALES CONTRACT FOR CONSTRUCTION AND SALE OF A 87,000 MTDW SINGLE SCREW DIESEL DRIVEN BULK CARRIER (THE FUTURE-87) HULL NO. 3254 BETWEEN ENIAPROHI SHIPPING CORPORATION AND ITOCHU CORPORATIONConstruction and Sale • May 16th, 2008 • Safe Bulkers, Inc.
THIS CONTRACT, made and entered into this 28th day of August, 2006 by and between ENIAPROHI 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.
To: Staloudi Shipping CorporationSafe Bulkers, Inc. • May 16th, 2008
Global Banking & Markets Shipping Business Centre 5-10 Great Tower Street London EC3P 3HX Marathassa Shipping Corporation 80 Broad Street, Monrovia, Republic of Liberia Telephone: +44 (0)20 7833 2121 Facsimile: +44 (0)20 7615 0116 www.rbsmarkets.comLoan Agreement • May 16th, 2008 • Safe Bulkers, Inc.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT AMONG SAFE BULKERS, INC., VORINI HOLDINGS INC., POLYS HAJIOANNOU AND NICOLAOS HADJIOANNOUContribution, Conveyance and Assumption Agreement • May 16th, 2008 • Safe Bulkers, Inc. • England
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “Agreement”) dated as of [•], 2008 (the “Effective Date”), among Safe Bulkers, Inc., a corporation formed under the laws of the Republic of the Marshall Islands (the “Company”), Vorini Holdings Inc., a corporation formed under the laws of the Republic of the Marshall Islands (“Vorini”), Polys Hajioannou, an individual (“P. Hajioannou”), and Nicolaos Hadjioannou, an individual (“N. Hadjioannou” and, together with P. Hajioannou, the “Shareholders”).
