CREDIT AGREEMENT
 The undersigned:
 1.
    
    Adventure Two S.A., established in Majuro, Marshall Islands,Adventure Three S.A., established in Majuro, Marshall Islands,Adventure Seven S.A., established in Majuro, Marshall Islands,
    
    (new)hereinafter (together and individually) referred to as the Borrower,2.
    
    HOLLANDSCHE BANK-UNIE N.V., having its registered office in Rotterdam,the Netherlands, hereinafter referred to as HBU.
 Have agreed as follows:
   Facility amount
    
    USD
    
    
    34,600,000
    
    
    (was USD 3,100,000)Breakdown of facility amountOverdraft facility I
    
    USD
    
    
    3,100,000Overdraft facility II
    
    USD
    
    
    1,500,000
    
    
    (new)Overdraft facility III
    
    USD
    
    
    3,000,000
    
    
    (new)8-year rollover loan
    
    USD
    
    
    27,000,000
    
    
    (new)
 Overdraft facility I and II
 Reduction scheme overdraft facility I
  Reduction scheme overdraft facility II
    
    (new)
   Reduction scheme overdraft facility III
    
    (new)
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The 8-year rollover loan
    
    (new)
  Rates and charges
  
    
    Current variable USD debit interest rate, based on the market rate, will be 5.93%.
 (amendment)
  
    
    Short term loans: libor + 1.30%.
    
    (amendment)
  Overdraft facility II
    
    (new)
 
    
    Upfront fee:
    
    USD 3,600
   Overdraft facility III
    
    (new)
 
    
    Upfront fee:
    
    0.6% of the principal amount
  
    
    Commitment fee
    
    0.65% per annum
  Security and covenants
 
    
    First preferred mortgage on the vessel m.v. Free Destiny, registered under the flag of the
Marshall Islands. IMO number 8128157, call letters V7GD9. Fuller details are included in the
mortgage deed. On this mortgage the laws of the Marshall Islands is applicable.
    
    Second preferred mortgage on the vessel m.v. Free Destiny, registered under the flag of the
Marshall Islands. IMO number 8128157, call letters V7GD9. Fuller details are included in the
mortgage deed. On this mortgage the laws of the Marshall Islands is applicable.
    
    First preferred mortgage of USD 6,000,000 plus 40% for cost and interest on the m.v. Free
Envoy, registered under the flag of the Marshall Islands. Official number 2161, call letters
V7GR6. Fuller details are included in the mortgage deed. On this mortgage the laws of the
Marshall Islands is applicable.
    
    Second preferred mortgage on the m.v. Free Envoy, registered under the flag of the
Marshall Islands. Official number 2161, call letters V7GR6. Fuller details are included in the
mortgage deed. On this mortgage the laws of the Marshall Islands is applicable.
    
    First preferred mortgage of USD 38,500,000 plus 40% for cost and interest on the m.v.
African Protea t.b.r. Free Knight, registered under the flag of the Common wealth of the
Bahamas. Official number 9300831`, call letters VRCC3. Fuller details are included in the mortgage
deed. On this mortgage the laws of the Marshall Islands is applicable.
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
    
    Joint and several liability of all parties named under 1. above, pursuant to I.4 of the HBU
General Credit Provisions.
    
    Independent Corporate Guarantee of USD 34,600,000, plus interest and costs, from FreeSeas
Inc., established in Majuro, Marshall Islands.
 (amendment)
 
    
    Pledge of rights and earnings under time charter contracts concluded or to be concluded.
    
    Pledge of rights under hull and machinery insurance policy.
    
    Pledge of rights under protection and indemnity risk insurance policy.
    
    To the extent the Borrower is not already obliged to do so on any other basis, the Borrower hereby further undertakes to
provide HBU with all of the following security as security for the obligations referred to in I.3.1 of the HBU General
Credit Provisions:
 
    
    a right of pledge on all assets referred to in Article 18 of the General Banking
Conditions of HBU.In order to effectuate the above, the Borrower hereby pledges to HBU, to the extent not already
pledged to HBU pursuant to Article 18 of the General Banking Conditions of HBU, the present and
future debts owing  as regards future debts, the pledge being made in advance  by HBU to
the Borrower as security as stated above. The Borrower hereby grants HBU a power of attorney to
pledge these debts, at any time and repeatedly, to itself on behalf of the Borrower. This power
of attorney is unconditional and irrevocable.
    
    a right of pledge on the rights of recourse and the subrogated rights arising pursuant to
the joint and several liability referred to in I.4.3 of the HBU General Credit Provisions.In order to effectuate the above, the Borrower hereby pledges to HBU, to the extent not already
pledged to HBU in accordance with I.4.3. of the HBU General Credit Provisions, his
aforementioned rights of recourse as security as stated above. If the Borrower is subrogated to
the rights of HBU, HBU reserves a pledge on the subrogated rights as security as stated above.
 HBU hereby accepts the above rights of pledge. This Credit Agreement constitutes a notice of
these pledges to the other parties referred to as the Borrower and to HBU.
 Other provisions
 
    
    With a view to the continuity of the Borrowers business, HBU deems it necessary that, as from the
end 2008:
    
    (new)
 
    
    the Interest Coverage Ratio of Freeseas Inc. must amount to at least 2.5;
    
    the Debt Service Cover Ratio of Freeseas Inc. is not less than 1.1.
    
    the Gearing of Freeseas Inc. must amount to maximum 2.5;
  
    
    All definitions concerning this Credit Agreement are stated in the Appendix B.
    
    (new)
    
    In case of a sale of the MV Free Envoy or the MV Free Destiny any outstanding
balance under Borrowers overdraft facility I or II wil be fully repaid and under the
rollover loan an extra repayment of USD 2,000,000 each will be made.
    
    (new)
    
    The vessels will be safely operated and maintained and will in any case always
be in class (acceptable IACS members) during the loan period.
    
    (new)
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
    
    Borrower will give HBU a time charter agreement with respect to the m.v.
African Protea t.b.r. Free Knight for inspection. The contents, a contract
of at least 1 year at a rate of at least USD 25,000 a day, must be acceptable to HBU.
    
    (new)
    
    Borrower will give HBU the time charter agreements for inspection. The contents
thereof must be acceptable to HBU.
    
    The loan to value must be lower than 60% at any moment. The loan to value means the
total outstanding facilities of the Borrower with HBU divided by actual valuation
results of the vessels mortgaged in favour of HBU.
    
    (amendment)
    
    The Borrower will submit once a year to HBU a valuation report of the mortgaged vessels.
The contents must be acceptable to HBU.
    
    All relations between the Borrower and HBU shall be subject to the General Banking
Conditions of HBU. In addition, the credit relationship concerned shall also be subject
to the HBU General Credit Provisions of July 2006, attached to this Credit Agreement.
By signing this Credit Agreement the Borrower declares that he has received a copy of the
General Banking Conditions and the HBU General Credit Provisions and is fully aware of
the contents thereof.
      /s/ IllegibleMajuro,               2008/s/ Ion G. Varouxakis
    
    /s/ Ion G. VarouxakisAdventure Two S.A.
    
    Adventure Three S.A./s/ Ion G. VarouxakisAdventure Seven S.A.
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1. Borrower
    
    Adventure Two S.A.Adventure Three S.A.Adventure Seven S.A.2. Amount
    
    USD 27,000,0003. Term
    
    8-year loan4. Purpose
    
    the purchase of the m.v. African Protea
t.b.r. Free Knight5. Drawing
    
    in one amount, not later than 1 April 2008.6. Interest
    
    LIBOR (London Inter-Bank Offered Rate) increased by a margin of 1.3%.HBU has the right to review this margin after five years.7. Fixed rate period
    
    3, 6 or, subject to the approval of HBU, 12 months.8. Upfront fee
    
    0.60% of the loan amount, payable when the loan agreement referred to in 14 below
is signed.9. Commitment fee
    
    0.65% per annum.Commitment fee will be charged over the principal amount of
the loan from the first full calendar month after the
signing of this Credit Agreement until the loan has been
drawn, and be payable for the first time on 1 April 2008.10. Repayment
    
    in 4 successive three-monthly instalments of
USD 1,750,000, the first instalment beginning three months
after drawing date, then followed by 26 instalments of USD
750,000 and 1 instalment of USD 500,000.11. Premature repayment
    
    permitted on interest fixing dates taking into account the following
compensation to be paid over the repayment amount: within two years
of the drawing date: 0.375% and thereafter 0.25%.12. Security and Covenants
    
    See the Credit Agreement.13. Special provisions
    
    See the Credit Agreement (insofar as applicable).14. Documents
    
    These main details as well as the terms and conditions commonly applied by HBU will
be incorporated in a loan agreement, which will be sent to the Borrower as soon as possible
after the signing of the Credit Agreement.
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APPENDIX B
 Definitions
 Adjusted Balance Sheet Total
 Annual Accounts
 Capital Expenditure
 Consolidated EBIT
 Consolidated EBITDA
 Consolidated Net Finance Charges
 excluding
 including
 including
 deducting
 deducting
 excluding
 Consolidated Total Bank Debt
 excluding
 including
 less
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Consolidated Total Bank Debt/Consolidated EBITDA Ratio
 Debt Service Cover Ratio
 Excess Cash
 Financial Indebtedness
 
    
    any indebtedness for or in respect of indebtedness for borrowed money;
    
    any documentary credit facility;
    
    any treasury transaction or any other transaction entered into in connection
with protection against or benefit from fluctuation in any rate or price and the amount
of the financial indebtedness in relation to any such transaction shall be calculated
by reference to the marked-to-market valuation of such transaction at the relevant
time; and
    
    any guarantee, indemnity, bond, standby letter of credit or any other
instrument issued in connection
  Financial Year
 Free Operating Cash Flow
 adding:
 
    
    any decrease in the amount of Working Capital;
    
    any cash receipt in respect of any exceptional or extraordinary item
(including, without limitation, the proceeds of the sale of any assets other than
material part of the business disposal proceeds or the proceeds from the disposal of a
material asset);
    
    any increase in provisions, other non-cash debits and other non-cash charges
taken into account in establishing Consolidated EBITDA;
 and deducting:
 
    
    any amount of Capital Expenditure actually made by FreeSeas Inc.;
    
    any increase in the amount of Working Capital;
    
    any cash payment in respect of any exceptional or extraordinary item;
    
    any amount actually paid or due and payable in respect of taxes on the profits
of FreeSeas Inc.;
    
    any decrease in provisions and other non-cash credits taken into account in
establishing Consolidated EBITDA;
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Gearing
 Interest Coverage Ratio
 Interest Expense
 
    
    gross interest and arrangement fee on any form of such Financial Indebtedness which has
accrued as an obligation of FreeSeas Inc. during that Relevant Period, including the
interest element of finance leases; and
    
    the consideration given by FreeSeas Inc. during that Relevant Period by way of discount
in connection with such Financial Indebtedness by way of acceptance credit, bill
discounting or other like arrangement.
 GAAP
 Net Interest Expense
 Net Total Debt Service
 
    
    Net Interest Expense for such Relevant Period; and
    
    all scheduled repayments of capital or principal under the terms of any Financial
Indebtedness of FreeSeas Inc. (excluding any Financial Indebtedness owed by FreeSeas Inc.
to any other member of FreeSeas Inc.) in each case which fall due during that Relevant
Period.
 Quarterly Accounts ,
 Relevant Period
 Total Net Debt
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Tangible Net Worth
 Test Date
 Working Capital
 9