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

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 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (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, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Panama (the “Manager”); and

(3)

BAYERISCHE HYPO- UND VEREINSBANK AKTIENGESELLSCHAFT having its registered office at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇-▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and acting through its office at ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ (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, ▇▇▇▇▇▇▇▇ 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 ▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 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)

▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ 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 ▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇), 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) ▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 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)

▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 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:

▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇

Fax No:

▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇

Attention:

▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

(b)

if to the Bank at:

Bayerische Hypo- und Vereinsbank Aktiengesellschaft
▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇

Fax:

▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇

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 ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at present of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇▇ & Co. at their then principal place of business in London, as substitute process agents of ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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) ▇▇▇ ▇▇▇▇

No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ 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.

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 ▇▇▇▇▇▇▇▇ 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.

EXECUTED as a DEED

)

by

)

for and on behalf of

)

PEMER SHIPPING LTD

)

Attorney-in-fact

as Borrower

)

in the presence of:

/s/ ▇▇▇▇▇ Slim

Witness

Name: ▇▇▇▇▇ 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/ ▇▇▇▇▇ Slim

Witness

Name: ▇▇▇▇▇ Slim

Address:

Occupation: Trainee Solicitor

EXECUTED as a DEED

)

by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ AND PERCLES

)

LYKOUDIS

)

Authorized Signatory

for and on behalf of

)

BAYERISCHE HYPO- UND VEREINSBANK

)

AKTIENGESELLSCHAFT

as Bank

in the presence of:

Authorized Signatory

/s/ ▇▇▇▇▇ Slim

Witness

Name: ▇▇▇▇▇ Slim

Address:

Occupation: Trainee Solicitor

SAFE BULKERS, INC.

(1)

and

BAYERISCHE HYPO- UND VEREINSBANK AKTIENGESELLSCHAFT

(2)

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

(1)

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

(2)

BAYERISCHE HYPO- UND VEREINSBANK AKTIENGESELLSCHAFT having its registered office at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇-▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and acting through its office at ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ (the “Bank”).

(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.

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 ▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Islands as a ▇▇▇▇▇▇▇▇ 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;