Dated            October 2007
 
      SUPPLEMENTAL AGREEMENT
 relating to a Loan of up to US$68,000,000
ADVENTURE EIGHT S.A.
ADVENTURE FIVE S.A.
ADVENTURE SEVEN S.A.
and
ADVENTURE SIX S.A.
 provided by
THE BANKS AND FINANCIAL INSTITUTIONS SET OUT IN SCHEDULE 1
 Arranger, Agent, Security Agent and Account Bank
HSH NORDBANK AG
 Swap Provider
HSH NORDBANK AG




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Contents
 Clause
    
    
    

    Page1
    
    Definitions
    
    
    22
    
    Consent of the Creditors
    
    
    23
    
    Amendments to each release
    
    
    34
    
    Representations and warranties
    
    
    35
    
    Conditions
    
    
    46
    
    Relevant Parties confirmation
    
    
    57
    
    Expenses
    
    
    58
    
    Miscellaneous and notices
    
    
    69
    
    Applicable law
    
    
    6Schedule 1 Names and addresses of the Banks
    
    
    7Schedule 2 Documents and evidence required as conditions precedent
    
    
    8Schedule 3 New Intercreditor Deed
    
    
    10Schedule 4 Amended and restated Loan Agreement
    
    
    11




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THIS SUPPLEMENTAL AGREEMENT BETWEEN
 (1)
    
    ADVENTURE EIGHT S.A., a corporation incorporated under the laws of the Republic of the
Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Republic of Marshall Islands MH96960 (the Adventure Eight
Borrower);(2)
    
    ADVENTURE FIVE S.A., a corporation incorporated under the laws of the Republic of the
Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Republic of Marshall Islands MH96960 (the Adventure Five Borrower);(3)
    
    ADVENTURE SIX S.A., a corporation incorporated under the laws of the Republic of the Marshall
Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island,
Majuro, Republic of Marshall Islands MH96960 (the Adventure Six Borrower);(4)
    
    ADVENTURE SEVEN S.A., a corporation incorporated under the laws of the Republic of the
Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Republic of Marshall Islands MH96960 (the Adventure Seven Borrower
and, together with the Adventure Eight Borrower, the Adventure Five Borrower and the Adventure
Six Borrower, the Borrowers);(5)
    
    HSH NORDBANK AG, a company incorporated under the laws of Germany having its registered
office at Gerhart-Hauptmann Platz 50, Hamburg, Germany as arranger (the Arranger);(6)
    
    HSH NORDBANK AG, a company incorporated under the laws of Germany having its registered
office at Gerhart-Hauptmann Platz 50, Hamburg, Germany as agent (the Agent);(7)
    
    HSH NORDBANK AG, a company incorporated under the laws of Germany having its registered
office at Gerhart-Hauptmann Platz 50, Hamburg, Germany as security agent (the Security
Agent);(8)
    
    HSH NORDBANK AG, a company incorporated under the laws of Germany having its registered
office at Gerhart-Hauptmann Platz 50, Hamburg, Germany as account bank (the Account Bank);(9)
    
    HSH NORDBANK AG, a company incorporated under the laws of Germany having its registered
office at Gerhart-Hauptmann Platz 50, Hamburg, Germany as swap provider (the Swap Provider);(10)
    
    THE BANKS AND FINANCIAL INSTITUTIONSwhose names and addresses are set out in schedule 1 as
lenders (the Banks);(11)
    
    FREESEAS INC., a corporation incorporated 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, MH96960 (the Corporate Guarantor); and(12)
    
    FREE BULKERS S.A., a corporation incorporated under the laws of the Republic of the Marshall
Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake
Islands, Majuro, Marshall Islands, MH96960 (the Manager).
 WHEREAS
 (A)
    
    this agreement is supplemental to a loan agreement dated 27 June 2007 (the Principal
Agreement) made between (1) the Borrowers as joint and several borrowers, (2) the Banks, (3)
the Agent, (4) the Security Agent, (5) the Account Bank, (6) the Arranger and (7) the Swap
Provider relating to a loan of up to Sixty eight million Dollars ($68,000,000), of which the
principal amount outstanding at the date hereof is Forty two million seven hundred and thirty
six thousand two hundred and fifty Dollars ($42,736,250), advanced or (as the context may
require) to be advanced by the Banks to the Borrowers, jointly and severally, for the purpose
of (inter alia) financing part of the cost of acquisition of the Ships;
 1




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(B)
    
    the Borrowers have requested that the Banks agree to the substitution of two (2) of the Ships
(which have not been acquired yet) under the Principal Agreement with two other ships; and(C)
    
    this Agreement now sets out the terms and conditions upon which the Creditors shall, at the
request of the Borrowers, consent to the substitution of such Ships.
 NOW IT IS HEREBY AGREED
 1
    
    Definitions1.1
    
    Defined expressionsWords 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
    
    DefinitionsIn this Agreement, unless the context otherwise requires:Effective Date means the date, being no later than 31 October 2007, on which the Agent
notifies the Borrowers in writing that the Agent has received the documents and evidence
specified in clause 5 and schedule 2 in a form and substance satisfactory to it;Loan Agreement means the Principal Agreement as amended and restated by this Agreement;New Intercreditor Deed means the deed executed or (as the context may require) to be
executed between (inter alios) the Borrowers, the Manager, the Corporate Guarantor, the
Security Agent and the Junior Lender in the form set out in schedule 3;Relevant Documents means this Agreement and the New Intercreditor Deed; andRelevant Parties means, together, the Borrowers, the Corporate Guarantor and the Manager
or, where the context so requires or permits, means any or all of them.1.3
    
    Principal AgreementReferences 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 and restated 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
    
    HeadingsClause 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 termsClause 1.4 of the Principal Agreement shall apply to this Agreement (mutatis mutandis) as if
set out herein and as if references therein to this Agreement were references to this
Agreement.2
    
    Consent of the CreditorsEach of the Creditors, relying upon the representations and warranties on the part of the
Relevant Parties contained in clause 4, agrees with the Borrowers that, subject to the terms
and conditions of this Agreement and in particular, but without prejudice to the generality
of the
foregoing, fulfilment on or before 31 October 2007 of the conditions contained in clause 5
and schedule 2, each of the Creditors agrees to the amendment of the Principal Agreement on
the terms set out in clause 3.1.
 2




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3
    
    Amendments to each release3.1
    
    Amendments to Principal AgreementThe Principal Agreement shall, with effect on and from the Effective Date, be (and it is
hereby) amended in accordance with the form of the amended and restated Loan Agreement set
out in schedule 4 (without certain of its schedules) and (as so amended) will continue to be
binding upon the Creditors and the Borrowers upon such terms as so amended and restated (and
the schedules thereto which are not appended to it in this schedule shall remain the same as
are appended to the Principal Agreement).3.2
    
    Continued force and effectSave as amended and restated by this Agreement, the provisions of the Principal Agreement
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 warranties4.1
    
    Primary representations and warrantiesEach of the Relevant Parties represents and warrants to the Creditors that:
 4.1.1
    
    Existing representations and warrantiesthe representations and warranties set out in clause 7 of the Principal Agreement and clause
4 of the Corporate Guarantee were true and correct on the dates of the Principal Agreement
and the Corporate Guarantee, respectively, and are true and correct, including to the extent
that they 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 powereach 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 obligationsthe 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 obligationsthe execution, delivery and performance of their respective obligations under, and compliance
with the provisions 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 applicable 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 it or any of its property is bound, (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 (other than a Permitted Encumbrance) on any of the undertaking, assets, rights or
revenues of any of the Relevant Parties;
 3




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4.1.5
    
    No filings requiredit 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 each Relevant Jurisdiction;4.1.6
    
    Choice of lawthe 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; and4.1.7
    
    Consents obtainedevery 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 will become a party or the
performance by any of the Relevant Parties of their respective obligations under such
documents 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 warrantiesEach of the representations and warranties contained in (a) clause 4.1 of this Agreement, (b)
clause 7 of the Principal Agreement and (c) clause 4 of the Corporate Guarantee shall be
deemed repeated by each of the Relevant Parties, in each case on the Effective Date as if
made with reference to the facts and circumstances existing on such day and subject to clause
3.1.5
    
    Conditions5.1
    
    Documents and evidenceThe consent of the Creditors referred to in clause 2 shall be subject to the receipt by the
Agent or its duly authorised representative, on or before the Effective Date, of the
documents and evidence specified in schedule 2 in form and substance satisfactory to the
Agent.5.2
    
    General conditions precedentThe agreement of the Creditors 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 was made with respect to the facts and circumstances existing at such time;
and5.2.2
    
    no Default having occurred and continuing at the time of the Effective Date.
 5.3
    
    Waiver of conditions precedentThe conditions specified in this clause 5 are inserted solely for the benefit of the
Creditors and may be waived by the Agent (acting on the instructions of the Majority Banks)
in whole or in part with or without conditions.
 4




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6
    
    Relevant Parties confirmationEach of the Relevant Parties hereby confirms its consent to the amendments to the Principal
Agreement as set out in clause 3 and further acknowledges and agrees, for the avoidance of
doubt, that:6.1
    
    each of the Security Documents to which it is a party, and its obligations thereunder,
shall remain and continue in full force and effect notwithstanding the amendments made to the
Principal Agreement contained in this Agreement; and6.2
    
    with effect from the Effective Date:
 (a)
    


    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 and shall also be deemed to include this Agreement and the obligations of the
Borrowers thereunder; and(b)
    

    in any of the Security Documents (other than the Loan Agreement) (i)
references to the Phoenix Mortgage, the Phoenix General Assignment, the Phoenix
Charter Assignment and the Phoenix Managers Undertaking shall be references to
the Free Hero Mortgage, the Free Hero General Assignment, the Free Hero Charter
Assignment and the Free Hero Managers Undertaking and (ii) in any of the Security
Documents (other than the Loan Agreement) references to be the Goddess Mortgage,
the Goddess General Assignment, the Goddess Charter Assignment and the Goddess
Managers Undertaking shall be references to be Free Jupiter Mortgage, the Free
Jupiter General Assignment, the Free Jupiter Charter Assignment and the Free
Jupiter Managers Undertaking.
 7
    
    Expenses7.1
    
    ExpensesThe Borrowers agree to pay to the Agent on a full indemnity basis on demand all expenses
(including legal and out-of-pocket expenses) incurred by the Creditors or any of them:
 7.1.1
    
    in connection with the negotiation, preparation, execution and, where relevant,
registration of this Agreement and of any amendment or extension of or the granting of any
waiver or consent under this Agreement; and7.1.2
    
    in contemplation of, or otherwise in connection with, the enforcement of, or preservation
of any rights under this Agreement or otherwise in respect of the monies owing and
obligations incurred under this Agreement,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
judgment).
 7.2
    
    Value Added TaxAll 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 dutiesThe Borrowers agree to pay to the Agent on demand all stamp, documentary, registration or
other like duties or taxes (including any duties or taxes payable by the Creditors or any of
them) imposed on or in connection with this Agreement and shall indemnify the Creditors or
any of
them against any liability arising by reason of any delay or omission by the Borrowers to pay
such duties or taxes.
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8
    
    Miscellaneous and notices8.1
    
    NoticesThe provisions of clause 17.1 of the Loan Agreement shall extend and apply to the giving or
making of notices or demands hereunder as if the same were expressly stated herein and for
this purpose any notices to be sent to the Relevant Parties or any of them hereunder shall be
sent to the same address indicated for the Borrowers in the said clause 17.1.8.2
    
    CounterpartsThis 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.8.3
    
    Borrowers obligationsNotwithstanding anything to the contrary contained in this Agreement, the agreements,
obligations and liabilities of the Borrowers herein contained are joint and several and shall
be construed accordingly. Each of the Borrowers agrees and consents to be bound by this
Agreement notwithstanding that any of the other Borrowers which were intended to sign or be
bound may not do so or be effectually bound and notwithstanding that this Agreement may be
invalid or unenforceable against any of the other Borrowers whether or not the deficiency is
known to the Creditors or any of them. The Creditors shall be at liberty to release any of
the Borrowers from this Agreement and to compound with or otherwise vary the liability or to
grant time and indulgence to make other arrangements with any of the Borrowers without
prejudicing or affecting the rights and remedies of the Creditors or any of them against any
of the other Borrowers.9
    
    Applicable law9.1
    
    LawThis Agreement is governed by, and shall be construed in accordance with, English law.9.2
    
    Submission to jurisdictionEach of the Relevant Parties agrees, for the benefit of each Creditor, that any legal action
or proceedings arising out of or in connection with this Agreement against the Relevant
Parties or any of them or any of their respective assets may be brought in the English
courts. Each of the Relevant Parties irrevocably and unconditionally submits to the
jurisdiction of such courts and irrevocably designates, appoints and empowers Atlas Maritime
Services Ltd. at present of Enterprise House, 113-115 George Lane, London EL8 1AB, London to
receive for it and on its behalf, service of process issued out of the English courts in any
such legal action or proceedings. The submission to such jurisdiction shall not (and shall
not be construed so as to) limit the right of a Creditor to take proceedings against the
Relevant Parties or any of them in the courts of any other competent jurisdiction nor shall
the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings
in any other jurisdiction, whether concurrently or not. The parties further agree that only
the Courts of England and not those of any other State shall have jurisdiction to determine
any claim which the Relevant Parties or any of them may have against any Creditor arising out
of or in connection with this Agreement.9.3
    
    Contracts (Rights of Third Parties) Act 1999No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act
1999 by a person who is not a party to this Agreement.
 IN WITNESS
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Schedule 1
Names and addresses of the Banks
 Name
    
    Address and fax numberHSH Nordbank AG
    
    Lending OfficeHSH Nordbank AGGerhart-Hauptmann Platz 5020095 HamburgGermanyAddress for NoticesHSH Nordbank AGGerhart-Hauptmann Platz 5020095 HamburgGermanyFax:
    
    +49 40 3333 34118Attn:
    
    Jan Herzel
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Schedule 2
 Documents and evidence required as conditions precedent
  1
    
    Corporate authorisationsIn relation to each of the Relevant Parties:
 (a)
    
    Constitutional documentscopies certified by an officer of each of the Relevant Parties, as true, complete and
up to date copies, of all documents which contain or establish or relate to the
constitution of that Relevant Party or a certificate by the secretary of such Relevant
Party confirming that there have been no changes or amendments to the constitutional
documents certified copies of which were previously delivered to the Agent pursuant to
the Principal Agreement;(b)
    
    Resolutionscopies of resolutions of each of its board of directors and its
shareholders/stockholders approving such of the Relevant Documents to which it is or is
to be a party and the terms and conditions hereof and thereof and authorising the
signature, delivery and performance of each such Relevant 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 of the shareholders/stockholders 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 incumbencya 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
    
    Consentsa 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 Creditors) in
connection with, the execution, delivery, and performance of the Relevant Documents to which
they are or will be a party;
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3
    
    New Intercreditor Deedthe New Intercreditor Deed duly executed;4
    
    Legal opinionssuch legal opinions in relation to the laws of the Republic of the Marshall Islands and any
other legal opinions as the Agent shall in its sole discretion require;5
    
    Borrowers process agentan original of a letter from the Borrowers agent for receipt of service of proceedings
accepting its appointment under this Agreement, and under any of the other Relevant Documents
to which any of the Borrowers is a party, as the Borrowers process agent;6
    
    Relevant Parties process agentan original of a letter from each Relevant Partys agent for receipt of service of
proceedings accepting its appointment under each of the Relevant Documents to which such
Relevant Party is a party, as such Relevant Partys process agent; and7
    
    Further matters or opinionsany such other matter or opinion as may be required by the Agent.
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Schedule 3
 New Intercreditor Deed
 10




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Schedule 4
 Amended and restated Loan Agreement
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EXECUTEDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )
    
    
    ______________________ADVENTURE EIGHT S.A.
    
    
    )
    
    
    Attorney-in-factin the presence of:
    
    
    )_______________________WitnessName:Address:Occupation:EXECUTEDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )
    
    
    ______________________ADVENTURE FIVE S.A.
    
    
    )
    
    
    Attorney-in-factin the presence of:
    
    
    )_______________________WitnessName:Address:Occupation:EXECUTEDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )
    
    
    ______________________ADVENTURE SEVEN S.A.
    
    
    )
    
    
    Attorney-in-factin the presence of:
    
    
    )_______________________WitnessName:Address:Occupation:EXECUTEDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )
    
    
    ______________________ADVENTURE SIX S.A.
    
    
    )
    
    
    Attorney-in-factin the presence of:
    
    
    )_______________________WitnessName:Address:Occupation:
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EXECUTEDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )
    
    
    ______________________HSH NORDBANK AG
    
    
    )
    
    
    Attorney-in-factas Bank and Swap Provider
    
    
    )in the presence of:
    
    
    )_______________________WitnessName:Address:Occupation:EXECUTEDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )
    
    
    ______________________HSH NORDBANK AG
    
    
    )
    
    
    Attorney-in-factas Arranger, Agent, Security Agent and Account Bank
    
    
    )in the presence of:
    
    
    )_______________________WitnessName:Address:Occupation:EXECUTEDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )
    
    
    ______________________FREESEAS INC.
    
    
    )
    
    
    Attorney-in-Factin the presence of:
    
    
    )_______________________WitnessName:Address:Occupation:EXECUTEDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )
    
    
    ______________________FREE BULKERS S.A.
    
    
    )
    
    
    Attorney-in-Factin the presence of:
    
    
    )_______________________WitnessName:Address:Occupation:
 13