SUPPLEMENTAL AGREEMENT
 Date: 23 March 2009
 1
    
    Reference is made to the Facility Agreement dated 24 December 2007 as amended and restated by
a Supplemental Agreement dated 26 June 2008, made between FreeSeas Inc as Borrow sr and Credit
Suisse as Bank in respect of a reducing revolving credit facility of upto $91,000,000
(together, the Facility Agreement). The outstanding principal amount  on the date hereof
under the Facility Agreement is $79,250,000.2
    
    Words and expressions defined in the Facility Agreement shall have the same meanings when used
herein.3
    
    At the request of the Borrower, the Bank on the date of this Agreement hereby agrees as
follows:
 (a)
    
    with effect from 1 October 2008 and until 31 March 2010, the Bank waives
the application of clause 8.2.1 of the Facility Agreement;(b)
    
    with offset from the date of this Agreement the Bank consents to:
 Free Lady
  (c)
    
    with [ILLEGIBLE] fleet from the date of this Agreement the Bank consents to the
following chances of the charterhire payable under, and other arrangements made in
relation to, the Initial Charter in respect of Free Goddess:
 (i)
    
    the charterhire payable under such Initial Charter for the
period from 15 February 2009 until 15 September 2009 shall be the aggregate of (A)
$8,000 per day and (B) 50% profit share over any sub-charter earnings
or freights of the relevant Charterer in excess of $10,000 per day; and(ii)
    
    the charterhire payable under such Initial Charter for the period from16
September 2009 until 1 January 2010 or 28 February 2010 (at the
Charterers option) shall be the aggregate of (A) $10,500 per day and(B)
50% profit share over any sub-charter earnings or freights ofthe relevant
Charterer in excess of $12,500 per day; and(iii)
    
    an upfront payment from the relevant Charterer to Adventure
Five S.A. in the amount of $500,000 paid on 15 February 2009 (receipt of which is
hereby confirmed by the Borrower).
   Additional Reduction Date),




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(c)
    
    the reduction of the Commitment in respect of the Initial Tranche
referred to in clause 4(b) above, shall reduce the amounts of the Commitment in
respect of the Initial Tranche still required to be reduced on each Reduction Date
under clause 4.3.2, in inverse order of their due dates of reduction thereunder;(d)
    
    it is hereby agreed and acknowledged that the reduction of $1,725,000
referred to in clause 4(b) above is a permanent reduction of the Commitment in
respect of the Initial Tranche and, consequently:
 (i)
    
    on or prior to the Additional Reduction Date, the Borrower
shall (and the Borrower hereby undertakes with the Bank to) prepay such part of the
Advances of the Initial Tranche, as shall ensure that the outstanding
amount of the Advances under the Initial Tranche on the Additional
Reduction Date, does not on such date exceed the amount of the
Commitment in respect of the Initial Tranche (taking into account the
reduction of such Commitment referred to in clause 4(b) above, and any
other reduction thereof made on the Additional Reduction Date or on any
prior Reduction Dates under the terms of the Facility Agreement); and(ii)
    
    any amount prepaid on or prior to the Additional Reduction Date under
paragraph (i) above as a result of, or in order to comply with, the
requirements of paragraph (i) above, may not be re-borrowed under the
terms of the Facility Agreement;
 (e)
    
    on the Additional Reduction Date, the Commitment in respect of the
Additional Tranche shall also be reduced by the amount of $3,275,000, and such
reduction shall be an additional reduction made over and above any other reductions
of the Additional Tranche (scheduled or otherwise) required by the terms, of the
Facility Agreement;(f)
    
    the reduction of the Commitment in respect of the Additional Tranche
referred to in clause 4(e) above, shall reduce the amounts of the Commitment in
respect of the Additional Tranche still required to be reduced on each Reduction
Date under clause 4.3.3, in inverse order of their due dates of reduction
thereunder;(g)
    
    it is hereby agreed and acknowledged that the reduction of $3,275,000
referred to in clause 4(e) above is a permanent reduction of the Commitment in
respect of the Additional Tranche and, consequently:
 (i)
    
    on or prior to the Additional Reduction Date, the Borrower
shall (and the Borrower hereby undertakes with the Bank to) prepay such part of the
Advances of the Additional Tranche, as shall ensure that the outstanding
amount of the Advances under the Additional Tranche on the Additional
Reduction Date, does not on such date exceed the amount of the
Commitment in respect of the Additional Tranche (taking into account the
reduction of such Commitment referred to in clause 4(e) above, and any
other reduction thereof made on any prior Reduction Dates under the
terms of the Facility Agreement); and(ii)
    
    any amount prepaid on or prior to the Additional Reduction Date under
paragraph (i) above as a result of, or in order to comply with, the requirements of paragraph (i) above, may not be re-borrowed under the terms of
the Facility Agreement.
 (h)
    
    from the date of this Agreement until 31 March 2010:
 (i)
    
    the Borrower shall ensure (and the Borrower hereby undertakes
with the Bank to ensure) that, on each Retention Date in respect of a Tranche,
the Borrower pays to the Bank for credit to the Retention Account, the
Retention Amount forsuch Retention Date in respect ofsuch Tranche
Provided however that,to the extent that there are moneys standing to
the credit of the Operating Account, such moneys shall, up to an amount
equal to the Retention Amount for that Tranche, be transferred to the
Retention Account on that Retention Date for such Tranche (and the




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Borrower hereby irrevocably and unconditionally instructs and authorises
the Bank to effect each such transfer); and to that extent the
Borrowers obligations to make the payments referred to in this
clause 4(h) shall have been fulfilled upon such transfer being effected;(ii)
    
    unless and until there shall occur an Event of Default, all Retention
Amounts in respect of a Tranche credited to the Retention Account,
together with interest from time to time accruing or at any time accrued
thereon, shall be applied by the Bank (and the Borrower hereby
irrevocably and unconditionally instructs and authorises the Bank so to
apply the same) upon each Reduction Date for that Tranche, and on
each day that interest is payable pursuant to clause 3.1 on or in respect
of that Tranche, in or towards payment to the Bank of any prepayment
then falling due under clause 4.3 in relation to such Tranche or (as the
case may be) in or towards payment of the amount of interest then due
in relation to such Tranche. Each such application by the Bank shall
constitute a payment in or towards satisfaction of the Borrowers
corresponding payment obligations under this Agreement but shall be
strictly without prejudice to the obligations of the Borrower to make any
such payment to the extent that the aforesaid application by the Bank is
insufficient to meet the same, and(iii)
    
    unless the Bank otherwise agrees in writing, the Borrower shall
not be entitled to withdraw any moneys from the Retention Account at any time
from the date of this Agreement and so long as any moneys are owing under the
Facility Agreement and the other Security Documents.
 (i)
    
    for the purposes of this Agreement, the following words and expressions
shall have the following meanings:
 Retention Accountmeans a Dollar account of the Borrower with account number
007331766326 opened by the Borrower with the Bank and includes any [ILLEGIBLE] sub-accounts
thereof and any other account designated in writing by the Bank to be a Retention
Account for the purposes of this Agreement;Retention Amountmeans, in relation to each Tranche and in respect of any
Retention Date for that Tranche, such sum as shall be the aggregate of:
 (a)
    
    one-third (1/3,a) of the prepayment amount in
respect of the relevant Tranche, which would fall due for payment pursuant to
clause 4.3 of the Facility Agreement on the next Reduction Date for that
Tranche after the relevant Retention Date, assuming that the Commitment in
relation to the relevant Tranche were fully drawn on such Retention Date (but
as reduced by any prior reductions made prior to such Retention Date); and(b)
    
    the applicable fraction (as hereinafter defined) of the
aggregate amount of interest that would fall due for payment in respect of the
Advances of




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the relevant Tranche, during and at the end of each Interest Period for that
Tranche current at the relevant Retention Date for that Tranche, assuming
that the Commitment in relation to the relevant Tranche were fully drawn on
such Retention Date (but as reduced by any prior reductions made prior to
such Retention Date) and, for this purpose, the expression applicable
fraction in relation to each Interest Period for a Tranche shall mean a
fraction having a numerator of one and a denominator equal to the number of
Retention Dates for that Tranche falling within the relevant Interest Period;
and
 Retention Dates means, subject to clause 6.3 of the Facility Agreement:
 (a)
    
    in the case of the Initial Tranche, 28 February 2009 and each
of the dates falling at monthly intervals thereafter and prior to the Final
Maturity Date; or(b)
    
    in the case of the Additional Tranche, 2 February 2009 and each
of the dates falling at monthly intervals thereafter and prior to the Final
Maturity Date.
 5
    
    The waiver of the Bank referred to in clause 3(a) above is without prejudice to
the Banks rights under clause 8.2.1 of the Facility Agreement and the Borrowers obligations
to comply with such clause at all times after 31 March 2010.6
    
    Each of the Owners and the Manager hereby confirm their agreement to, and acknowledge, :he
contents of this Agreement and further agree that their obligations under the Security
Documents to which they are a party will continue in full force and effect and unaffected by,
and notwithstanding the terms of, this Agreement and that the obligations of he Borrower
secured under such Security Documents shall include the obligations of the Borrower under this
Agreement. Each such party further agrees that references in the Security Documents to the
Facility Agreement, the Loan Agreement or the Agreement shall be deemed to be references
to the Facility Agreement as amended by this Agreement.7
    
    This Agreement is supplemental to the Facility Agreement and the Facility Agreement
and this Agreement shall be read and construed together as one instrument.8
    
    This Agreement is a Security Document for the purposes of the Facility Agreement. Failure
by the Borrower to comply with its obligations under this Agreement shall constitute an Event
of Default under the Facility Agreement.9
    
    Save as amendment by this Agreement, all other terms of the Facility Agreement remain
unchanged The Bank however reserves any rights it may have under the Facility Agreement and
the other Security Documents.10
    
    This Agreement and any non-contractual obligations in connection with this Agreement
are governed by  English law.
 by /s/
[ILLEGIBLE]
    
    
    
    /s/    Ion G. Varouxakisduly authorised for and on behalf of
    
    Attorney-in-FactFREESEAS INC.in the presence of/s/ [ILLEGIBLE]Witness 
Name
    
    Evangella PlatsidakiNorton Rose LLP-AthensSolicitor




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EXECUTED DEED




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EXECUTEDas a DEEDby
    
    
    
    
    
    ))duly authorised for and on behalf of
    
    
    
    )CREDIT SUISSE
    
    
    
    )
    
    /s/ Ion G. Varouxakisin the presence of
    
    
    
    )
    
    Attorney-in-Fact Gianrichy Giamboi/s/ [ILLEGIBLE]WitnessName
    Evangella Platsidaki Norton Rose LLP - 
Athens Solicitor
 EXECUTEDas a DEEDby /s/ [ILLEGIBLE]
    
    
    
    
    
    ))duly authorised for and on behalf of
    
    
    
    )ADVENTURE FIVE S.A.
    
    
    
    )
    
    /s/ Ion G. Varouxakisin the presence of
    
    
    
    )
    
    Attorney-in-FactWitnessName
    Evangella Platsidaki Norton Rose LLP - 
Athens Solicitor
 EXECUTEDas a DEEDby /s/ [ILLEGIBLE]
    
    
    
    
    
    ))duly authorised for and on behalf of
    
    
    
    )ADVENTURE EIGHT S.A.
    
    
    
    )
    
    /s/ Ion G. Varouxakisin the presence of
    
    
    
    )
    
    Attorney-in-FactWitnessName
    Evangella Platsidaki Norton Rose LLP - 
Athens Solicitor
 EXECUTEDas a DEEDby /s/ [ILLEGIBLE]
    
    
    
    
    
    ))duly authorised for and on behalf of
    
    
    
    )ADVENTURE TEH S.A.
    
    
    
    )
    
    /s/ Ion G. Varouxakisin the presence of
    
    
    
    )
    
    Attorney-in-FactWitnessName
    Evangella Platsidaki Norton Rose LLP - 
Athens Solicitor
 EXECUTEDas a DEEDby /s/ [ILLEGIBLE]duly authorised for and on behalf ofFREE BULKERS S.A.in the presence of/s/ [ILLEGIBLE]

WitnessName     Evangella Platsidaki Norton Rose LLP -
               Athens Solicitor