FREESEAS INC. (Form: 20-F/A, Received: 05/16/2012 06:07:06)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

¨	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 1 5(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 1 5(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 1 5(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to .

COMMISSION FILE NUMBER 000-51672

FREESEAS INC.

(Exact Name of Registrant as Specified in its Charter)

Republic of the Marshall Islands

(Jurisdiction of incorporation or organization)

10, Eleftheriou Venizelou Street (Panepistimiou Ave.) 106 71, Athens, Greece

(Address of principal executive offices)

Ion G. Varouxakis

10, Eleftheriou Venizelou Street (Panepistimiou Ave.)

106 71, Athens, Greece

Telephone: +30-210-4528770

Fax: +30-210-4291010

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act


Title of each class				Name of each exchange on which registered

Shares of common stock, par value $0.001 per share				NASDAQ Global Market

Securities registered or to be registered pursuant to Section 12(g) of the Act

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act

None

We had 6,475,625 shares of common stock outstanding as of December 31, 2011.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

¨ Yes x No

If this is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

¨ Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 126-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.


U.S. GAAP x		IFRS as issued by IASB ¨		Other ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ¨ Item 17 ¨ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

TABLE OF CONTENTS


		PAGE

EXPLANATORY NOTE			ii

PART III

ITEM 19.	EXHIBITS		1

E XPLANATORY NOTE

This Amendment No. 1 to Form 20-F (the “Form 20-F/A”) amends the Annual Report on Form 20-F of FreeSeas Inc. for the fiscal year ended December 31, 2011, originally filed with the U.S. Securities and Exchange Commission (“SEC”) on May 7, 2012 (the “Form 20-F”). The purpose of this Form 20-F/A is an exhibit-only filing to amend the Form 20-F to provide Interactive Data File disclosure as Exhibit 101 to this Form 20-F/A in accordance with Rule 405 of Regulation S-T. The Interactive Data File disclosure attached as Exhibit 101 to the Form 20-F/A is the first Interactive Data File that FreeSeas Inc. is required to submit under Rule 405 of Regulation S-T.

This Form 20-F/A is further amended to file Exhibits 4.4, 4.6, 4.8, 4.12, 4.32, 4.35 and 4.36 with this Form 20-F/A.

The Form 20-F, as amended by this Form 20-F/A, speaks as of the original filing date of the Form 20-F, does not reflect events that may have occurred subsequent to the original filing date of the Form 20-F, and does not modify or update in anyway the disclosures made in the Form 20-F.

PART III

ITEM 19.

EXHIBITS


Exhibit No.:	Exhibit Description	Where Filed

1.1	Amended and Restated Articles of Incorporation of FreeSeas Inc. (formerly known as Adventure Holdings S.A.)	Exhibit 3.1 to Registrant’s Registration Statement on Form F-1 (File No. 333-124825) filed on May 11, 2005 and incorporated herein by reference

1.2	Amended and Restated By-Laws of FreeSeas Inc. (formerly known as Adventure Holdings S.A.)	Exhibit 3.2 to Registrant’s Registration Statement on Form F-1 (File No. 333-124825) filed on May 11, 2005 and incorporated herein by reference

1.3	First Amendment to the Amended and Restated Bylaws of FreeSeas Inc.	Exhibit 3.3 to Amendment No. 1 to Registrant’s Registration Statement on Form F-1 (File No. 333-124825) filed on October 15, 2007 and incorporated herein by reference

1.4	First Amendment to the Amended and Restated Articles of Incorporation of FreeSeas Inc.	Exhibit 99.3 to Registrant’s Form 6-K filed on October 22, 2009 and incorporated herein by reference

1.5	Amendment to the Amended and Restated Articles of Incorporation of FreeSeas Inc.	Exhibit 1.5 to Registrant’s Annual Report on Form 20-5 for the year ended December 31, 2010 and incorporated herein by reference

2.1	Specimen Common Stock Certificate	Exhibit 4.1 to Amendment No. 1 to Registrant’s Registration Statement on Form F-1 (File No. 333-124825) filed on July 22, 2005 and incorporated herein by reference

2.2	Shareholder Rights Agreement entered into effective as of January 14, 2009 by and between FreeSeas Inc. and American Stock Transfer & Trust Company, LLC	Exhibit 2.9 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2008 and incorporated herein by reference


4.1	Amended and Restated 2005 Stock Incentive Plan	Annex A to Registrant’s Form 6-K filed on December 1, 2006 and incorporated herein by reference

4.2	Facility Agreement dated December 24, 2007 between FreeSeas Inc. and Credit Suisse	Exhibit 4.39 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2007 and incorporated herein by reference

4.3	First Preferred Mortgage on the M/V Free Hero in favor of Credit Suisse	Exhibit 4.40 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2007 and incorporated herein by reference

4.4	Addendum No. 1 dated July 18, 2011 to First Preferred Mortgage on the M/V Free Hero in favor of Credit Suisse AG	Filed herewith

4.5	First Preferred Mortgage on the M/V Free Goddess in favor of Credit Suisse	Exhibit 4.41 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2007 and incorporated herein by reference

4.6	Addendum No. 1 dated July 18, 2011 to First Preferred Mortgage on the M/V Free Goddess in favor of Credit Suisse AG	Filed herewith

4.7	First Preferred Mortgage on the M/V Free Jupiter in favor of Credit Suisse	Exhibit 4.42 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2007 and incorporated herein by reference

4.8	Addendum No. 1 dated July 18, 2011 to First Preferred Mortgage on the M/V Free Jupiter in favor of Credit Suisse AG	Filed herewith

4.9	Supplemental Agreement dated June 26, 2008 to the Facility Agreement dated December 24, 2007 between FreeSeas Inc. and Credit Suisse	Exhibit 4.56 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2008 and incorporated herein by reference

4.10	Supplemental Agreement dated March 23, 2009 to the Facility Agreement dated December 24, 2007 between FreeSeas Inc. and Credit Suisse	Exhibit 4.57 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2008 and incorporated herein by reference

4.11	Amended and Restated Services Agreement dated October 1, 2008 between FreeSeas Inc. and Free Bulkers S.A.	Exhibit 4.61 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2008 and incorporated herein by reference

4.12	Supplemental Agreement dated June 8, 2011 between FreeSeas, Inc. and Free Bulkers S.A.	Filed herewith

4.13	Amendment and Restatement Agreement dated September 1, 2009 among Adventure Two, Adventure Three, Adventure Seven, Adventure Eleven, FreeSeas Inc. and New HBU II N.V.	Exhibit 99.5 to Registrant’s 6-K filed on October 22, 2009 and incorporated herein by reference

4.14	Facility Agreement dated September 1, 2009 among Adventure Two, Adventure Three, Adventure Seven, Adventure Eleven, FreeSeas Inc. and New HBU II N.V.	Exhibit 99.6 to Registrant’s 6-K filed on October 22, 2009 and incorporated herein by reference


4.15	Deed of Release of Whole dated September 15, 2009 by New HBU II N.V. in favour of Adventure Two, Adventure Three, Adventure Seven and Adventure Eleven	Exhibit 99.7 to Registrant’s 6-K filed on October 22, 2009 and incorporated herein by reference

4.16	Deed of Assignment dated September 15, 2009 between Adventure Three and New HBU II N.V.	Exhibit 99.9 to Registrant’s 6-K filed on October 22, 2009 and incorporated herein by reference

4.17	Deed of Assignment dated September 15, 2009 between Adventure Seven and New HBU II N.V.	Exhibit 99.10 to Registrant’s 6-K filed on October 22, 2009 and incorporated herein by reference

4.18	Deed of Assignment dated September 15, 2009 between Adventure Eleven and New HBU II N.V.	Exhibit 99.11 to Registrant’s 6-K filed on October 22, 2009 and incorporated herein by reference

4.19	Addendum No. 1 dated September 17, 2009 to the Amended and Restated Services Agreement dated October 1, 2008 by and between FreeSeas Inc. and Free Bulkers S.A.	Exhibit 99.12 to Registrant’s 6-K filed on October 22, 2009 and incorporated herein by reference

4.20	Form of Standard Ship Management Agreement by and between Free Bulkers S.A. and each of Adventure Five S.A. through Adventure Twelve S.A.	Exhibit 99.13 to Registrant’s 6-K filed on October 22, 2009 and incorporated herein by reference

4.21	Form of Addendum No. 2 to BIMCO Management Agreement by and between Free Bulkers S.A. and each of Adventure Two S.A. and Adventure Three S.A and Form of Addendum No. 1 to BIMCO Management Agreement by and between Free Bulkers S.A. and each of Adventure Five S.A. through Adventure Twelve S.A.	Exhibit 99.14 to Registrant’s 6-K filed on October 22, 2009 and incorporated herein by reference

4.22	Loan Agreement dated December 15, 2009 among Adventure Nine, Adventure Twelve and First Business Bank	Exhibit 4.60 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2009 and incorporated herein by reference

4.23	First Priority Mortgage on the M/V Free Impala in favor of First Business Bank	Exhibit 4.61 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2009 and incorporated herein by reference

4.24	First Preferred Mortgage on the M/V Free Neptune in favor of First Business Bank	Exhibit 4.62 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2009 and incorporated herein by reference


4.25	Deed of Covenants dated December 16, 2009 between Adventure Nine and First Business Bank	Exhibit 4.63 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2009 and incorporated herein by reference

4.26	Amendment and Restatement Agreement dated December 1, 2009 among Adventure Two, Adventure Three, Adventure Seven, Adventure Eleven, FreeSeas Inc. and New HBU II N.V.	Exhibit 4.64 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2009 and incorporated herein by reference

4.27	Restated Facility Agreement dated December 1, 2009 among Adventure Two, Adventure Three, Adventure Seven, Adventure Eleven, FreeSeas Inc. and New HBU II N.V.	Exhibit 4.65 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2009 and incorporated herein by reference

4.28	Third Supplemental Agreement dated November 27, 2009 to the Facility Agreement dated December 24, 2007 between FreeSeas Inc. and Credit Suisse	Exhibit 4.66 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2009 and incorporated herein by reference

4.29	First Preferred Liberian Ship Mortgage on the M/ V Free Goddess in favor of Credit Suisse AG	Exhibit 4.67 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2009 and incorporated herein by reference

4.30	First Preferred Liberian Ship Mortgage on the M/V Free Hero in favor of Credit Suisse AG	Exhibit 4.68 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2009 and incorporated herein by reference

4.31	First Preferred Liberian Ship Mortgage on the M/V Free Jupiter in favor of Credit Suisse AG	Exhibit 4.69 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2009 and incorporated herein by reference

4.32	Addendum No. 2 dated July 18, 2011 to First Preferred Mortgage on the M/V Free Lady in favor of Credit Suisse AG	Filed herewith

4.33	Fourth Supplemental Agreement dated July 15, 2011 to the Facility Agreement dated December 24, 2007 between FreeSeas Inc. and Credit Suisse	Filed as Exhibit 99.3 to Registrant’s 6-K filed December 12, 2011 and incorporated herein by reference

4.34	Fifth Supplemental Agreement dated November 7, 2011 to the Facility Agreement dated December 24, 2007 between FreeSeas Inc. and Credit Suisse	Filed as Exhibit 99.4 to Registrant’s 6-K filed December 12, 2011 and incorporated herein by reference

4.35	Credit Suisse Letter dated August 4, 2011 regarding Facility Agreement dated December 24, 2007 between FreeSeas Inc. and Credit Suisse	Filed herewith

4.36	Credit Suisse Letter dated September 6, 2011 regarding Facility Agreement dated December 24, 2007 between FreeSeas Inc. and Credit Suisse	Filed herewith

4.37	First Supplemental Agreement dated January 27, 2012 among FBB – First Business Bank S.A., Adventure Nine S.A., Adventure Twelve S.A., FreeSeas Inc. and Free Bulkers S.A.	Filed as Exhibit 4.30 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2011 filed on May 7, 2012 and incorporated herein by reference

4.38	Letter Agreement dated February 2, 2012 with Credit Suisse	Filed as Exhibit 4.31 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2011 filed on May 7, 2012 and incorporated herein by reference

4.39	Standby Equity Distribution Agreement dated May 11, 2012 between FreeSeas and YA Global Masters SPV Ltd.	Exhibit 99.2 to Registrant’s Form 6-K, as filed May 15, 2012 and incorporated herein by reference

4.40	Note Purchase Agreement dated May 11, 2012 between FreeSeas Inc. and YA Global Masters SPV Ltd.	Exhibit 99.3 to Registrant’s Form 6-K, as filed May 15, 2012 and incorporated herein by reference


8.1	Subsidiaries of the Registrant	Filed as Exhibit 21.1 to Amendment No. 1 to Registrant’s Registration Statement on Form F-1 (File No. 333-162630) filed on March 30, 2011 and incorporated herein by reference

12.1	Section 302 Certification of Chief Executive Officer	Filed as Exhibit 12.1 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2011 filed on May 7, 2012 and incorporated herein by reference

12.2	Section 302 Certification of Chief Financial Officer	Filed as Exhibit 12.2 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2011 filed on May 7, 2012 and incorporated herein by reference

13.1	Section 906 Certification of Chief Executive Officer	Filed as Exhibit 13.1 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2011 filed on May 7, 2012 and incorporated herein by reference

13.2	Section 906 Certification of Chief Financial Officer	Filed as Exhibit 13.2 to Registrant’s Annual Report on Form 20-F for the year ended December 31, 2011 filed on May 7, 2012 and incorporated herein by reference

101.INS	XBRL Instance Document*	Filed herewith

101.SCH	XBRL Taxonomy Extension Schema*	Filed herewith

101.CAL	XBRL Taxonomy Extension Calculation Linkbase*	Filed herewith

101.DEF	XBRL Taxonomy Extension Definition Linkbase*	Filed herewith

101.LAB	XBRL Taxonomy Extension Label Linkbase*	Filed herewith

101.PRE	XBRL Taxonomy Extension Presentation Linkbase*	Filed herewith

As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 and shall not be part of any registration statement or other document filed under the Securities Act or Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this Amendment No. 1 to Form 20-F on its behalf.


FREESEAS INC.

By:	/s/ Alexandros Mylonas
	Name:	Alexandros Mylonas
	Title:	Chief Financial Officer

Dated: May 15, 2012

Exhibit 4.4

ADDENDUM NO. 1 TO FIRST PREFERRED MORTGAGE

THIS ADDENDUM NO.1 TO FIRST PREFERRED MORTGAGE (this “ Amendment ”) is made this 18 ^th day of July 2012 between ADVENTURE SIX S.A., a corporation organized and existing under the laws of the Marshall Islands, having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, and registered as a Foreign Maritime Entity in the Republic of Liberia (the “ Owner ”), and CREDIT SUISSE AG (formerly known as CREDIT SUISSE) of Paradeplatz 8, 8070 Zurich, Switzerland, acting for the purposes of this Amendment through its branch at St. Alban-Graben 1-3, 4002 Basel, Switzerland (the “ Mortgagee ”), and is supplemental to a First Preferred Mortgage dated 27 November 2009 made by the Owner in favor of the Mortgagee on the Liberian registered motor vessel FREE HERO (the “ Vessel ”), Official No. 14520, of 15,737 tons gross and 8,039 tons net register, and which Mortgage was recorded in the indexes maintained by the Deputy Commissioner of Maritime Affairs of the Republic of Liberia at 8:27 A.M., E.S.T. on November 27, 2009 in Book PM61 at Page 685, and which mortgage was granted in continuation of a Marshall Islands Ship Mortgage dated 28 December 2007 and recorded on 28 December 2007 as amended by an amendment No. 1 dated 4 July 2008 and recorded on 4 July 2008 and an amendment No. 2 dated 2 April 2009 and recorded on 2 April 2009 (hereinafter the “ Mortgage ”).

WHEREAS:

The Owner granted the Mortgage to the Mortgagee as security for its Corporate Guarantee (as defined in the Mortgage) of (i) the Loan (as defined in the Mortgage), interest thereon and all other sums of money owing to the Mortgagee by FREESEAS INC. (the “ Borrower ”) under that certain Facility Agreement dated 24 December 2007 as amended and restated (together, the “ Loan Agreement ”) made among the Borrower, as borrower, and the Mortgagee, as lender and (ii) the debts and obligations arising or that may arise in favour of the Mortgagee under the Master Swap Agreement (as defined in the Mortgage) up to the maximum amount of Eighteen Million Two Hundred Thousand Dollars ($18,200,000).

The Loan Agreement has been further amended by a fourth supplemental agreement dated 15 July 2011 (the “ Supplemental Agreement ” and together with the Loan Agreement hereinafter called the “ Amended Loan Agreement ”, capitalized terms and expression defined in which shall, unless otherwise defined in this Amendment, bear the same meanings when used herein) made among the Borrower, as borrower, the Owner, Adventure Five S.A., Adventure Eight S.A. and Adventure Ten S.A. each a wholly owned subsidiary of the Borrower (together, the “ Owners ”), as guarantors, FREE BULKERS S.A., as manager, and the Mortgagee, as lender, pursuant to which, among other things, the Mortgage has agreed to: (i) the deferral of the next Reduction Date in respect of the Additional Tranche to 5 September 2011 whereupon the Borrower shall prepay to the Bank a part of the Additional Tranche equal to Seven hundred fifty thousand Dollars ($750,000), (ii) the deferral of the next Reduction Date in respect of the Initial Tranche to 5 September 2011 whereupon the Borrower shall prepay to the Bank a part of the Initial Tranche equal to One million Two hundred fifty thousand Dollars ($1,250,000), (iii) a change in the Margin and (iv) the addition of certain definitions and undertakings with respect to “Determination Criteria”, “First PSP Ship”, “Fourth Supplemental Agreement”, “Investor”, “Mortgage Addendum”, “PoA”, “Private Sale Procedure”, “PSP Ships”, “Second PSP Ship”, “Supplemental Agreements” and “Transaction”. A copy of the form of the Supplemental Agreement, is attached hereto as Exhibit 1 and shall be read together herewith; and

C.	It is a condition to the Supplemental Agreement that the Owner enters into this Amendment.

NOW THEREFORE, in consideration of the premises, the parties hereby agree as follows:

1.	The Mortgage be and hereby is amended as follows:

A. All references in the Mortgage to “this Mortgage” and “this First Preferred Mortgage” shall be read and construed to mean the Mortgage as supplemented and amended by this Amendment to First Preferred Mortgage.

B. All references in the Mortgage to the “Loan Agreement” are hereby amended to read the “Amended Loan Agreement” and all references in the Mortgage to the Loan Agreement shall be read and construed as references to the Amended Loan Agreement.

C. All the other terms and conditions of the Mortgage shall remain in full force and effect, and the Mortgage shall be read and construed as if the terms of this Amendment were included therein by way of addition or substitution, as the case may be.

2.	As amended by this Amendment to First Preferred Mortgage, the Mortgage is hereby ratified and confirmed in all respects.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first above written.

ADVENTURE SIX S.A.

CREDIT SUISSE AG

By:

/s/ Ion Varouxakis

By:

/s/ Pinelopi-Anna Miliou

Name:

Ion Varouxakis

Name:

Pinelopi-Anna Miliou

Title:

President

Title:

Attorney-in-Fact


HELLENIC REPUBLIC		)
		: ss.:
CITY OF PIRAEUS		)

On this 18 ^th day of July 2011 before me personally came Ion Varouxakis to me known, who being by me duly sworn did depose and say that he/she resides at 10 Eleftheriou Venizelou, Athens; that he/she is Attorney-in-Fact of ADVENTURE SIX S.A., the corporation described in and which executed the foregoing instrument, and that he/she signed his/her name thereto pursuant to authority granted to him/her by the board of directors of said corporation.

/s/ Christina Kaisari

Special Agent


HELLENIC REPUBLIC		)
		: ss.:
CITY OF PIRAEUS		)

On this 18 ^th day of July 2011 before me personally came Pinelopi-Anna Miliou to me known, who being by me duly sworn did depose and say that he/she resides at 126 Kolokotroni Str., Piraeus; that he/she is Attorney-in-Fact of CREDIT SUISSE AG (formerly known as CREDIT SUISSE), the bank described in and which executed the foregoing instrument, and that he/she signed his/her name thereto pursuant to authority granted to him/her by the board of directors of said bank.

/s/ Christina Kaisari

Special Agent

Exhibit 1

Supplemental Agreement

Filed as Exhibit 99.3 to Registrant’s Form 6-K filed December 12, 2011 and incorporated herein by reference

Exhibit 4.6

ADDENDUM NO. 1 TO FIRST PREFERRED MORTGAGE

THIS ADDENDUM NO.1 TO FIRST PREFERRED MORTGAGE (this “ Amendment ”) is made this 18 ^th day of July 2012 between ADVENTURE FIVE S.A., a corporation organized and existing under the laws of the Marshall Islands, having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, and registered as a Foreign Maritime Entity in the Republic of Liberia (the “ Owner ”), and CREDIT SUISSE AG (formerly known as CREDIT SUISSE) of Paradeplatz 8, 8070 Zurich, Switzerland, acting for the purposes of this Amendment through its branch at St. Alban-Graben 1-3, 4002 Basel, Switzerland (the “ Mortgagee ”), and is supplemental to a First Preferred Mortgage dated 21 December 2009 made by the Owner in favor of the Mortgagee on the Liberian registered motor vessel FREE GODDESS (the “ Vessel ”), Official No. 14519, of 13,695 tons gross and 7,710 tons net register, and which Mortgage was recorded in the indexes maintained by the Deputy Commissioner of Maritime Affairs of the Republic of Liberia at 5:45 A.M., E.S.T. on December 21, 2009 in Book PM61 at Page 747 and which mortgage was amended by an amendment No. 1 dated , and which mortgage was granted in continuation of a Marshall Islands Ship Mortgage dated 28 December 2007 and recorded on 28 December 2007 as amended by an amendment No. 1 dated 4 July 2008 and recorded on 4 July 2008 and an amendment No. 2 dated 2 April 2009 and recorded on 2 April 2009 (hereinafter the “ Mortgage ”).

WHEREAS:

The Loan Agreement has been further amended by a fourth supplemental agreement dated 15 July 2011 (the “ Supplemental Agreement ” and together with the Loan Agreement hereinafter called the “ Amended Loan Agreement ”, capitalized terms and expression defined in which shall, unless otherwise defined in this Amendment, bear the same meanings when used herein) made among the Borrower, as borrower, the Owner , Adventure Six S.A., Adventure Eight S.A. and Adventure Ten S.A. each a wholly owned subsidiary of the Borrower (together, the “ Owners ”), as guarantors, FREE BULKERS S.A., as manager, and the Mortgagee, as lender, pursuant to which, among other things, the Mortgage has agreed to: (i) the deferral of the next Reduction Date in respect of the Additional Tranche to 5 September 2011 whereupon the Borrower shall prepay to the Bank a part of the Additional Tranche equal to Seven hundred fifty thousand Dollars ($750,000), (ii) the deferral of the next Reduction Date in respect of the Initial Tranche to 5 September 2011 whereupon the Borrower shall prepay to the Bank a part of the Initial Tranche equal to One million Two hundred fifty thousand Dollars ($1,250,000), (iii) a change in the Margin and (iv) the addition of certain definitions and undertakings with respect to “Determination Criteria”, “First PSP Ship”, “Fourth Supplemental Agreement”, “Investor”, “Mortgage Addendum”, “PoA”, “Private Sale Procedure”, “PSP Ships”, “Second PSP Ship”, “Supplemental Agreements” and “Transaction”. A copy of the form of the Supplemental Agreement, is attached hereto as Exhibit 1 and shall be read together herewith; and

C.	It is a condition to the Supplemental Agreement that the Owner enters into this Amendment.

NOW THEREFORE, in consideration of the premises, the parties hereby agree as follows:

1.	The Mortgage be and hereby is amended as follows:

2.	As amended by this Amendment to First Preferred Mortgage, the Mortgage is hereby ratified and confirmed in all respects.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first above written.

ADVENTURE FIVE S.A.

CREDIT SUISSE AG

By:

/s/ Ion Varouxakis

By:

/s/ Pinelopi-Anna Miliou

Name:

Ion Varouxakis

Name:

Pinelopi-Anna Miliou

Title:

President

Title:

Attorney-in-Fact


HELLENIC REPUBLIC		)
		: ss.:
CITY OF PIRAEUS		)

On this 18 ^th day of July 2011 before me personally came Ion Varouxakis to me known, who being by me duly sworn did depose and say that he/she resides at 10 Eleftheriou Venizelou St., Athens; that he/she is Attorney-in-Fact of ADVENTURE FIVE S.A., the corporation described in and which executed the foregoing instrument, and that he/she signed his/her name thereto pursuant to authority granted to him/her by the board of directors of said corporation.

/s/ Christina Kaisari

Special Agent


HELLENIC REPUBLIC		)
		: ss.:
CITY OF PIRAEUS		)

/s/ Christina Kaisari

Special Agent

Exhibit 1

Supplemental Agreement

Filed as Exhibit 99.3 to Registrant’s Form 6-K filed December 12, 2011 and incorporated herein by reference

Exhibit 4.8

ADDENDUM NO. 1 TO FIRST PREFERRED MORTGAGE

THIS ADDENDUM NO.1 TO FIRST PREFERRED MORTGAGE (this “ Amendment ”) is made this 18 ^th day of July 2012 between ADVENTURE EIGHT S.A., a corporation organized and existing under the laws of the Marshall Islands, having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, and registered as a Foreign Maritime Entity in the Republic of Liberia (the “ Owner ”), and CREDIT SUISSE AG (formerly known as CREDIT SUISSE) of Paradeplatz 8, 8070 Zurich, Switzerland, acting for the purposes of this Amendment through its branch at St. Alban-Graben 1-3, 4002 Basel, Switzerland (the “ Mortgagee ”), and is supplemental to a First Preferred Mortgage dated 8 December 2009 made by the Owner in favor of the Mortgagee on the Liberian registered motor vessel FREE JUPITER (the “ Vessel ”), Official No. 14521, of 27,176 tons gross and 15,533 tons net register, and which Mortgage was recorded in the indexes maintained by the Deputy Commissioner of Maritime Affairs of the Republic of Liberia at 4:19 A.M., E.S.T. on December 8, 2009 in Book PM61 at Page 703, and which mortgage was granted in continuation of a Marshall Islands Ship Mortgage dated 14 April 2008 and recorded on 14 April 2008 as amended by an amendment No. 1 dated 4 July 2008 and recorded on 4 July 2008 and an amendment No. 2 dated 2 April 2009 and recorded on 2 April 2009 (hereinafter the “ Mortgage ”).

WHEREAS:

The Loan Agreement has been further amended by a fourth supplemental agreement dated 15 July 2011 (the “ Supplemental Agreement ” and together with the Loan Agreement hereinafter called the “ Amended Loan Agreement ”, capitalized terms and expression defined in which shall, unless otherwise defined in this Amendment, bear the same meanings when used herein) made among the Borrower, as borrower, the Owner, Adventure Six S.A., Adventure Five S.A. and Adventure Ten S.A. each a wholly owned subsidiary of the Borrower (together, the “ Owners ”), as guarantors, FREE BULKERS S.A., as manager, and the Mortgagee, as lender, pursuant to which, among other things, the Mortgage has agreed to: (i) the deferral of the next Reduction Date in respect of the Additional Tranche to 5 September 2011 whereupon the Borrower shall prepay to the Bank a part of the Additional Tranche equal to Seven hundred fifty thousand Dollars ($750,000), (ii) the deferral of the next Reduction Date in respect of the Initial Tranche to 5 September 2011 whereupon the Borrower shall prepay to the Bank a part of the Initial Tranche equal to One million Two hundred fifty thousand Dollars ($1,250,000), (iii) a change in the Margin and (iv) the addition of certain definitions and undertakings with respect to “Determination Criteria”, “First PSP Ship”, “Fourth Supplemental Agreement”, “Investor”, “Mortgage Addendum”, “PoA”, “Private Sale Procedure”, “PSP Ships”, “Second PSP Ship”, “Supplemental Agreements” and “Transaction”. A copy of the form of the Supplemental Agreement, is attached hereto as Exhibit 1 and shall be read together herewith; and

C.	It is a condition to the Supplemental Agreement that the Owner enters into this Amendment.

NOW THEREFORE, in consideration of the premises, the parties hereby agree as follows:

1.	The Mortgage be and hereby is amended as follows:

2.	As amended by this Amendment to First Preferred Mortgage, the Mortgage is hereby ratified and confirmed in all respects.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first above written.

ADVENTURE EIGHT S.A.

CREDIT SUISSE AG

By:

/s/ Ion Varouxakis

By:

/s/ Pinelopi-Anna Miliou

Name:

Ion Varouxakis

Name:

Pinelopi-Anna Miliou

Title:

President

Title:

Attorney-in-Fact


HELLENIC REPUBLIC		)
		: ss.:
CITY OF PIRAEUS		)

On this 18 ^th day of July 2011 before me personally came Ion Varouxakis to me known, who being by me duly sworn did depose and say that he/she resides at 10 Eleftheriou Venizelou St., Athens; that he/she is Attorney-in-Fact of ADVENTURE EIGHT S.A., the corporation described in and which executed the foregoing instrument, and that he/she signed his/her name thereto pursuant to authority granted to him/her by the board of directors of said corporation.

/s/ Christina Kaisari

Special Agent


HELLENIC REPUBLIC		)
		: ss.:
CITY OF PIRAEUS		)

/s/ Christina Kaisari

Special Agent

Exhibit 1

Supplemental Agreement

Filed as Exhibit 99.3 to Registrant’s Form 6-K filed December 12, 2011 and incorporated herein by reference

Exhibit 4.12

SUPPLEMENTAL AGREEMENT

THIS SUPPLEMENTAL AGREEMENT is made as of the 8 day of June 2011

BY AND BETWEEN:

“FREE BULKERS S.A.”, a company duly incorporated and validly existing under the laws of the Republic of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands and having established a branch office in Greece under C.L. 378/68 as amended and currently in force, at 10 Eleftheriou Venizelou (Panepistimiou) Str., Athens, Greece, duly represented by Ion G. Varouxakis hereinafter referred to as lithe Manager”

And

“FREESEAS INC.”, a company duly incorporated and validly existing under the laws of the Republic of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, duly represented by Alexandros Mylonas, hereinafter referred to as “the Company”.

WHEREAS this Agreement is supplemental to an Amended and Restated Services Agreement dated October 1st 2008 (“the Principal Agreement”) entered into between the Manager and the Company.

IT IS HEREBY MUTUALLY AGREED as follows:

With effect from June 1 2011,

1/ . Clause 3.2 of the Principal Agreement is hereby amended and shall read as follows:

“In connection with that certain Lease Agreement for Commercial Purposes dated May 6, 2011 entered into between “DALKA REAL ESTATE INVESTMENTS S.A.” as lessor (the “Lessor”) and the Manager as lessee (the “Lease Agreement”) pursuant to which the Manager has leased for a period commencing from June 15, 2011 and terminating on June 14, 2023 premises comprising of the apartment/office of the third flour having a total area of 668 square meters of a building situated at 10 EI. Venizelou (Panepistimiou) Str. Athens, Greece (the “Premises”) the following provisions shall apply;”.

2/. Clause 3.2.2. of the Principal Agreement is hereby amended and shall read as follows: “The Company will pay promptly the lump sum of € 100,000 as contribution to the Manager for the expenses incurred in relation to the relocation of the Manager’s offices from 4 Mavrokordatou str. & 89 Akti Miaouli, Piraeus, Greece to 10 EI. Venizelou (Panepistimiou) Str., Athens, Greece and breakage cost for previous lease agreement.”

3/. Clause 3.2.4 of the Principal Agreement is hereby amended and shall read as follows:

“In exchange for the above the Company hereby undertakes to pay to the Manager throughout the Term of the Agreement and on a monthly basis (a) sixty five percent (65%) of the monthly rent and corresponding stamp duty, if applicable, that the Manager is under an obligation to pay to the lessor for the Premises, according to the terms of the Lease Agreement, being noted that such amount will be automatically re-adjusted at each time as the same are re-adjusted under the terms of the Lease Agreement and (b) sixty five percent (65%) of the at each time due and payable monthly by the Manager under the terms of the Lease Agreement common charges and expenses (lithe Common Charges”) in respect of the building in which the Premises are situated, which Common Charges are shared together with all the other lessees and/or owners (as the case may be) of the office building in which the Premises is located and (c) 65% of the at each time due and payable, utilities, and maintenance expenses (the amounts payable under Sub-Clauses (a), (b) and (c) above are collectively referred to as lithe Premises Fee”). The monthly rent for the first six months payable by the Manager to the lessor under the terms of the Lease Agreement is Euro 8906 plus stamp duty, if applicable, payable in advance for each month and thereafter Euro 13360 plus stamp duty, if applicable, and accordingly the amount payable for the first six months by the Company to the Manager is Euro 5780 plus the stamp duty, if applicable, and thereafter Euro 8,690 plus stamp duty, jf applicable, corresponding to said amount and such amount shall be payable by the Company at the same time that the rent is payable by the Manager to the lessor under the terms of the Lease Agreement. The amount payable by the Company to the Manager in respect of the Premises Fee shall be payable simultaneously with payment of same by the Manager to the manager of the building. The Manager is entitled at his absolute discretion to make reasonable extra charges for telephone and fax expenses and occupation of its staff depending on the volume of work of the Company, provided that the Manager agrees to provide the Company with reasonable advance notice of and detail regarding any such extra charqes”.

4/. Clause 6.1.1 of the principal Agreement as amended by Addendum No1 dated September 17, 2009 is hereby further amended and shall read as follows: “US $136,275 per month effective from June 1, 2011.”

5/ . All other terms and conditions of the Principal Agreement shall remain unaltered and in full force and effect.

In WITNESS whereof the parties hereto have caused this Agreement to be duly executed on the date first above written.


FOR THE MANAGER		FOR THE COMPANY

/s/ Ion G. Varouxakis		/s/ Alexandros Mylonas
Name:	Ion G. Varouxakis	Name:	Alexandros Mylonas
Title:	President	Title:	CFO

Exhibit 4.32

ADDENDUM NO. 2 TO FIRST PREFERRED MORTGAGE

THIS ADDENDUM NO.2 TO FIRST PREFERRED MORTGAGE (this “ Amendment ”) is made this 18 ^th day of July 2011 between ADVENTURE TEN S.A., a corporation organized and existing under the laws of the Marshall Islands, having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, and registered as a Foreign Maritime Entity in the Republic of Liberia (the “ Owner ”), and CREDIT SUISSE AG (formerly known as CREDIT SUISSE) of Paradeplatz 8, 8070 Zurich, Switzerland, acting for the purposes of this Amendment through its branch at St. Alban-Graben 1-3, 4002 Basel, Switzerland (the “ Mortgagee ”), and is supplemental to a First Preferred Mortgage dated 7 July 2008 made by the Owner in favor of the Mortgagee on the Liberian registered motor vessel FREE LADY (the “ Vessel ”), Official No. 13955, of 27,986 tons gross and 17,077 tons net register, and which Mortgage was recorded in the indexes maintained by the Deputy Commissioner of Maritime Affairs of the Republic of Liberia at 10:46 P.M., E.D.S.T. on July 6, 2008 in Book PM60 at Page 334, and which Mortgage was amended by an Amendment No. 1 dated April 2, 2009 and which amendment No. 1 was recorded in the indexes maintained by the Deputy Commissioner of Maritime Affairs of the Republic of Liberia at 8:15 A.M., E.D.S.T. on April 2, 2009 in Book PM61 at Page 174 (hereinafter, the “ Mortgage ”).

WHEREAS:

The Loan Agreement has been further amended by a fourth supplemental agreement dated 15 July 2011 (the “ Supplemental Agreement ” and together with the Loan Agreement hereinafter called the “ Amended Loan Agreement ”, capitalized terms and expression defined in which shall, unless otherwise defined in this Amendment, bear the same meanings when used herein) made among the Borrower, as borrower, the Owner, Adventure Six S.A., Adventure Eight S.A. and Adventure Five S.A. each a wholly owned subsidiary of the Borrower (together, the “ Owners ”), as guarantors, FREE BULKERS S.A., as manager, and the Mortgagee, as lender, pursuant to which, among other things, the Mortgage has agreed to: (i) the deferral of the next Reduction Date in respect of the Additional Tranche to 5 September 2011 whereupon the Borrower shall prepay to the Bank a part of the Additional Tranche equal to Seven hundred fifty thousand Dollars ($750,000), (ii) the deferral of the next Reduction Date in respect of the Initial Tranche to 5 September 2011 whereupon the Borrower shall prepay to the Bank a part of the Initial Tranche equal to One million Two hundred fifty thousand Dollars ($1,250,000), (iii) a change in the Margin and (iv) the addition of certain definitions and undertakings with respect to “Determination Criteria”, “First PSP Ship”, “Fourth Supplemental Agreement”, “Investor”, “Mortgage Addendum”, “PoA”, “Private Sale Procedure”, “PSP Ships”, “Second PSP Ship”, “Supplemental Agreements” and “Transaction”. A copy of the form of the Supplemental Agreement, is attached hereto as Exhibit 1 and shall be read together herewith; and

C.	It is a condition to the Supplemental Agreement that the Owner enters into this Amendment.

NOW THEREFORE, in consideration of the premises, the parties hereby agree as follows:

1.	The Mortgage be and hereby is amended as follows:

2.	As amended by this Amendment to First Preferred Mortgage, the Mortgage is hereby ratified and confirmed in all respects.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first above written.

ADVENTURE TEN S.A.

CREDIT SUISSE AG

By:

/s/ Ion Varouxakis

By:

/s/ Pinelopi-Anna Miliou

Name:

Ion Varouxakis

Name:

Pinelopi-Anna Miliou

Title:

President

Title:

Attorney-in-Fact


HELLENIC REPUBLIC		)
		: ss.:
CITY OF PIRAEUS		)

On this 18 ^th day of July 2011 before me personally came Ion Varouxakis; to me known, who being by me duly sworn did depose and say that he/she resides at 10 Eleftheriou Venizelou Str., Athens; that he/she is Attorney-in-Fact of ADVENTURE TEN S.A., the corporation described in and which executed the foregoing instrument, and that he/she signed his/her name thereto pursuant to authority granted to him/her by the board of directors of said corporation.

/s/ Christina Kaisari

Special Agent


HELLENIC REPUBLIC		)
		: ss.:
CITY OF PIRAEUS		)

On this 18 ^th day of July 2011 before me personally came Pinelopi-Anna Miliou; to me known, who being by me duly sworn did depose and say that he/she resides at 126 Kolokotroni Street, Piraeus; that he/she is Attorney-in-Fact of CREDIT SUISSE AG (formerly known as CREDIT SUISSE), the bank described in and which executed the foregoing instrument, and that he/she signed his/her name thereto pursuant to authority granted to him/her by the board of directors of said bank.

/s/ Christina Kaisari

Special Agent

Exhibit 1

Supplemental Agreement

Filed as Exhibit 99.3 to Registrant’s Form 6-K filed December 12, 2011 and incorporated herein by reference

Exhibit 4.35

LOGO


	CREDIT SUISSE AG
	St. Alban-Graben 1-3	Phone +41 61 266 76
	89
	P.O. Box	Fax +41 61 266 79

Corporate & Institutional Clients	Number of pages: -2- (incl. this page)
Ship Finance, SGIS 32

	BY TELEFAX
Lydia Lampadaridou	FreeSeas Inc.
+41 61 266 7712	Attn. Mr. Ion Varouxakis
Lydia.Lampadaridou@credit-suisse.com	10 Eleftheriou Venizelou str.
	(Panepistimiou Ave),
	106 71 Athens

	Fax: +30 210 429 1010

August 4th, 2011

Facility Agreement dated 24 December 2007, for a revolving credit facility of up to $91,000,000 as amended

Dear Mr Varouxakis,

We, Credit Suisse AG, refer to the Facility Agreement dated 24 December 2007 as amended and restated on 26 June 2008 by a supplemental agreement dated 26 June 2008 and as further amended and supplemented by two supplemental letters dated 23 March 2009 and 27 November 2009 respectively and as further amended and supplemented by a Fourth Supplemental Agreement dated 15 July 2011 and as may be further amended from time to time, pursuant to which we, as Bank, agreed to make available to you, as Borrower, a reducing revolving credit facility of up to $91,000,000 (Facility Agreement). Capitalised terms defined in the Facility Agreement shall have the same meaning in this letter, unless the context otherwise requires. References in this letter to “$”, are to United States Dollars. References to any “clause”, are references to clauses in the Facility Agreement unless otherwise stated.

You have advised us that circumstances referred to in clause 10.1.34(b) have arisen, in that the Transaction has been aborted. Accordingly, it is agreed between the Borrower and the Bank that an event has occurred which falls within the class of events referred to in clause 10.1.1 to clause 10.1.24. This letter constitutes formal notice of such event.

In these circumstances, it is also agreed that the Borrower and the relevant Owners will now take immediate steps to commence the Private Sale Procedure in respect of a PSP Ship. That Ship will be marketed for prompt private sale, on charter-free basis, by brokers acceptable to us. Please advise, by return, which Ship is to be marketed (either Free Jupiter or Free Lady ) and the identity of the brokers whom you propose should be appointed to market that Ship.

For the avoidance of doubt, the Private Sale Procedure (see paragraph (b) of the definition) requires (among other things) that the sale contract for the First PSP Ship shall be executed by the relevant Owner and the buyer within one month from the date of this notification of the occurrence of the abovementioned event.

We also point out that the Margin has been at 3.25% since 5 July 2011 and will remain at that level at least until the Private Sale Procedure has been completed (see sub-paragraph (a)(ii) in the definition of “Margin”). Further, the Margin will remain at 3.25% during any period when any event of the class referred to in clause 10.1 exists.

LOGO

We reserve all our other rights, whether arising under the Facility Agreement, or the other Security Documents, or otherwise. This letter and any non-contractual obligations associated with it are governed by English law.

Please arrange for the enclosed copy of this letter to be executed on behalf of Freeseas Inc., and each Owner, as confirmation that all these parties agree with the contents of the letter and that the Private Sale Procedure will be commenced immediately in relation to a PSP Ship.

Yours faithfully,

Credit Suisse AG


/s/ Stephan Schurch		/s/ Lydia Lampadaridou
Stephan Schurch		Lydia Lampadaridou

Confirmations

We, FreeSeas Inc., hereby confirm that we agree with the contents of this letter and that we shall commence the Private Sale Procedure immediately in respect of a PSP Ship.

/s/ Ion G. Varouxakis

Authorised Signatory

The Owners hereby confirm that they each agree with the contents of this letter and agree that the Private Sale Procedure shall be commenced immediately in respect of a PSP Ship.

/s/ Ion G. Varouxakis

Adventure Five S.A.

(Authorised Signatory)

/s/ Ion G. Varouxakis

Adventure Six S.A.

(Authorised Signatory)

/s/ Ion G. Varouxakis

Adventure Eight S.A.

(Authorised Signatory)

/s/ Ion G. Varouxakis

Adventure Ten S.A.

(Authorised Signatory)

Page 2/2

Exhibit 4.36

LOGO


	CREDIT SUISSE AG
	St. Alban-Grahen 1-3	Phone +41 61 266 76 89
	P.O.Box	Fax +41 61 266 79 39
	CH-4002 Basel	www.credit-suisse.com

Corporate & Institutional Clients	Number of pages: -4- (incl. this page)
Ship Finance, SGIS 32

Natalie Kranz	BY TELEFAX
+41 61 266 79 10	FreeSeas Inc.
Natalie.kranz@credit-suisse.com	Attn. Mr. Ion Varouxakis
	10 Eleftheriou Venizelou str.
	(Panepistimiou Ave), 106 71 Athens

	Fax: +30 210 429 1010

September 6 ^th , 2011

Facility Agreement dated 24 December 2007, for a revolving credit facility of up to $91,000,000 as amended

Dear Mr. Varouxakis,

We, Credit Suisse AG, refer to the Facility Agreement dated 24 December 2007 as amended and restated on 26 June 2008 by a supplemental agreement dated 26 June 2008 and as further amended and supplemented by (a) two supplemental letters dated 23 March 2009 and 27 November 2009 respectively, and (b) a Fourth Supplemental Agreement dated 15 July 2011, and (c) a letter/agreement dated 4 August 2011 (the 4 August letter/agreement), and as may be further amended from time to time, pursuant to which we, as Bank, agreed to make available to you, as Borrower, a reducing revolving credit facility of up to $91,000,000 (Facility Agreement). Capitalised terms defined in the Facility Agreement shall have the same meaning in this letter, unless the context otherwise requires. References in this letter to “$”, are to United States Dollars. References to any “clause”, are references to clauses in the Facility Agreement unless otherwise stated.

The 4 August latter/agreement referred to an Event of Default which had occurred pursuant to clause 10.1.34. Accordingly, it was agreed that the Private Sale Procedure commenced on 4 August 2011 and you have since confirmed to us that both of the PSP Ships are being marketed accordingly for prompt private sale on a charter-free basis, with a view to one of the PSP Ships being sold initially.

As noted in the 4 August letter/agreement, the Private Sale Procedure requires that the sale contract for the First PSP Ship shall be executed by the relevant Owner and the buyer within one month (ie, in this case, by 4 September 2011). You have now (a) informed us that you require an additional period of 14 days in which to conclude a sale contract between an Owner and a buyer in relation to the First PSP Ship, and (b) requested a waiver of the existing Event of Default subject to certain conditions being met (as set out below).

LOGO

Accordingly, and in consideration of the Borrower and the Owners all accepting the terms of this letter, it is hereby agreed between the Bank and the Borrower that:

The Bank hereby waives, with effect from its occurrence, the Owner’s Event of Default under clause 10.1.34(b) as a result of the termination of the Transaction, provided that the Private Sale Procedure continues in accordance with the terms of the 4 August letter/agreement and this letter, and hereby confirms that the Private Sale Procedure is not an acceleration of amounts outstanding under the Facility Agreement.

The deadline for execution of a sale contract in respect of the First PSP Ship which complies in all respects with the requirements set out in paragraph (b) of the definition of Private Sale Procedure in clause 1.2 of the Principal Agreement (the Definition ), is hereby extended to 23:59 hours Central European Time on Monday 19 September 2011, subject to the Borrower and the relevant Owner also agreeing that the words “or prompt delivery to the buyer” in paragraph (b) of the Definition shall, in respect of the First PSP Ship mean “for delivery and payment within 28 days from the date of the sale contract”. As a consequence of that time extension:

(a)

the deadline referred to in paragraph (c) of the Definition shall be 23:59 hours Central European Time on Monday 19 September 2011 (the New Deadline ); and

(b)

the reference in paragraph (e) of the Definition to “two (2) months” shall be amended to “two (2) months and fourteen (14) days”; and

(c)

the date “5 November 2011” in paragraph (e) of the Definition shall be amended to “19 November 2011”; and

(d)

the reference in clause 8.6 to “no later than 30 days” shall be amended to “no later than 44 days”.

All other requirements of the Private Sale Procedure remain unchanged including (without limitation) those set out in paragraph (d) of the Definition.

3	Any failure on the part of the Borrower to comply with the requirements set out in paragraph 2 (above) shall constitute an Event of Default pursuant to clause 10.1.35 of the Principal Agreement.

4	If by the New Deadline:

(a)

the Borrower has complied with all its obligations under paragraph 2 of this letter; and

(b)

no other Event of Default exists,

then the Bank and the Borrower hereby agree that the reduction of the Commitment in relation to both Tranches (namely, in the aggregate amount of $1,250,000 for the Initial Tranche and $750,000 for the Additional Tranche) (the Reduction ), which is otherwise required under the terms of the Facility Agreement on the Reduction Data in respect of both Tranches falling on 5 September 2011, shall no longer be required.

5	If, on the other hand, by the New Deadline the Borrower has not complied with all its obligations under paragraph 2 of this letter or another Event of Default exists, then the Reduction shall be required to be made on 20 September 2011.

LOGO

6	Nothing in this letter shall detract from the Bank’s rights and entitlement in respect of any further or other Event of Default which may occur on or after the date of this letter.

Except as set forth herein, we reserve all our rights, whether arising under the Facility Agreement, or the other Security Documents, or otherwise. This letter and any non-contractual obligations associated with it are governed by English law.

Please arrange for the enclosed copy of this letter to be executed on behalf of Freeseas Inc., and each Owner, as confirmation that all these parties accept the contents of the letter.

Yours faithfully,

Credit Suisse AG


/s/ Vassilis Papankolaou				/s/ Natalie Kranz
Vassilis Papankolaou				Natalie Kranz

Confirmations

We, FreeSeas Inc., hereby confirm that we accept the contents of this letter.

/s/ Ion G. Varouxakis

Authorised Signatory

The Owners hereby confirm they each accept the contents of this letter.

/s/ Ion G. Varouxakis

Adventure Five S.A.

(Authorised Signatory)

LOGO

/s/ Ion G. Varouxakis

Adventure Six S.A.

(Authorised Signatory)

/s/ Ion G. Varouxakis

Adventure Eight S.A.

(Authorised Signatory)

/s/ Ion G. Varouxakis

Adventure Ten S.A.

(Authorised Signatory)

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