exv4w66




Exhibit 4.66


Private & Confidential




Dated 27 November 2009




SUPPLEMENTAL AGREEMENT

relating to

a Reducing Revolving Credit Facility of up to US$91,000,000

to

FREESEAS INC.




provided by

CREDIT SUISSE AG

(formerly known as CREDIT SUISSE)












 









 








Contents




	 	 	 	 	 	 	 
	Clause	 	 	Page	 
	1	 	Definitions
	 	 	2	 
	 	 	 
	 	 	 	 
	2	 	Consent of the Bank
	 	 	5	 
	 	 	 
	 	 	 	 
	3	 	Amendments to the Existing Documents
	 	 	6	 
	 	 	 
	 	 	 	 
	4	 	Representations and warranties
	 	 	10	 
	 	 	 
	 	 	 	 
	5	 	Conditions
	 	 	12	 
	 	 	 
	 	 	 	 
	6	 	Relevant Parties’ confirmation
	 	 	12	 
	 	 	 
	 	 	 	 
	7	 	Expenses
	 	 	13	 
	 	 	 
	 	 	 	 
	8	 	Miscellaneous and notices
	 	 	14	 
	 	 	 
	 	 	 	 
	9	 	Applicable law
	 	 	14	 
	 	 	 
	 	 	 	 
	 	Schedule 1 Documents and evidence required as conditions precedent	 	 	15	 
	 	 	 
	 	 	 	 
	 	Schedule 2 Form of New Mortgage	 	 	19	 











 









 







THIS SUPPLEMENTAL AGREEMENT is dated 27 November 2009 and made BETWEEN:





	(1)	 	FREESEAS INC., a company incorporated in the Marshall Islands with its registered office at
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall
Islands MH96960 (the “Borrower”);
	 
	(2)	 	ADVENTURE FIVE S.A. (the “Free Goddess Owner”), ADVENTURE SIX S.A. (the “Free Hero Owner”),
ADVENTURE EIGHT S.A. (the “Free Jupiter Owner”) and ADVENTURE TEN S.A. (the “Free Lady Owner”
and, together with the Free Goddess Owner, the Free Hero Owner and the Free Jupiter Owner, the
“Owners”), each being a company incorporated in the Marshall Islands, with its registered
office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the
Marshall Islands MH96960;
	 
	(3)	 	FREE BULKERS S.A. a company incorporated in the Marshall Islands, with its registered office
at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall
Islands MH96960 (the “Manager”); and
	 
	(4)	 	CREDIT SUISSE AG (formerly known as CREDIT SUISSE), a company incorporated in Switzerland,
with its registered office at Paradeplatz 8, 8070 Zurich, Switzerland (the “Bank”).




WHEREAS:





	(A)	 	this Agreement is supplemental to:






	 	(a)	 	a facility agreement dated 24 December 2007 (the “Original Agreement”) made
between the Borrower and the Bank as amended and restated by a supplemental agreement
dated 26 June 2008 (the “First Supplemental Agreement”) and as further amended and
supplemented by a supplemental agreement dated 23 March 2009 (the “Second Supplemental
Agreement” and, together with the Original Agreement and the First Supplemental
Agreement, the “Principal Agreement”), relating to a reducing revolving credit facility
of up to Ninety one million Dollars ($91,000,000) (the “Facility”) (of which the
aggregate principal amount outstanding at the date hereof is Sixty eight million two
hundred fifty thousand Dollars ($68,250,000)), upon the terms and conditions set out
therein;
	 
	 	(b)	 	the following documents relating to the Initial Ships and, registered on the date
of this Agreement in the name of the relevant Initial Owner under the Marshall Islands
flag:






	 	(i)	 	a general assignment dated 28 December 2007 (the “Principal Free
Goddess General Assignment”) made between the Free Goddess Owner and the Bank in
respect of the Earnings, Insurances and Requisition Compensation in respect of
Free Goddess;
	 
	 	(ii)	 	a general assignment dated 28 December 2007 (the “Principal Free Hero
General Assignment”) made between the Free Hero Owner and the Bank in respect of
the Earnings, Insurances and Requisition Compensation in respect of Free Hero;




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	 	(iii)	 	a general assignment dated 14 April 2008 (the “Principal Free
Jupiter General Assignment” and, together with the Principal Free Goddess General
Assignment and the Principal Free Hero General Assignment, the “Principal General
Assignments” and each a “Principal General Assignment”) made between the Free
Jupiter Owner and the Bank in respect of the Earnings, Insurances and Requisition
Compensation in respect of Free Jupiter;
	 
	 	(iv)	 	a charter assignment dated 28 December 2007 (the “Principal Free
Goddess Charter Assignment”) made between the Free Goddess Owner and the Bank in
respect of Free Goddess;
	 
	 	(v)	 	a charter assignment dated 28 December 2007 (the “Principal Free Hero
Charter Assignment”) made between the Free Hero Owner and the Bank in respect of
Free Hero;
	 
	 	(vi)	 	a charter assignment dated 14 April 2008 (the “Principal Free Jupiter
Charter Assignment” and, together with the Principal Free Goddess Charter
Assignment and the Principal Free Hero Charter Assignment, the “Principal Charter
Assignments” and each a “Principal Charter Assignment”) made between the Free
Jupiter Owner and the Bank in respect of Free Jupiter;
	 
	 	(vii)	 	a manager’s undertaking dated 28 December 2007 (the “Principal Free
Goddess Manager’s Undertaking”) executed by the Manager in favour of the Bank in
respect of Free Goddess;
	 
	 	(viii)	 	a manager’s undertaking dated 28 December 2007 (the “Principal Free Hero
Manager’s Undertaking”) executed by the Manager in favour of the Bank in respect
of Free Hero; and
	 
	 	(ix)	 	a manager’s undertaking dated 14 April 2008 (the “Principal Free
Jupiter Manager’s Undertaking” and, together with the Principal Free Goddess
Manager’s Undertaking and the Principal Free Hero Manager’s Undertaking, the
“Principal Manager’s Undertakings” and each a “Principal Manager’s Undertaking”)
executed by the Manager in favour of the Bank in respect of Free Jupiter;






	(B)	 	the Borrower and the Initial Owners wish to change the flag of each Initial Ship by deleting
such Initial Ship from its existing Marshall Islands flag and registering it in the name of
its Initial Owner under the laws and flag of the Republic of Liberia; and
	 
	(C)	 	this Agreement sets out the terms and conditions upon which the Bank shall, at the request of
the Borrower and the Initial Owners, provide its consent to the change of flag of each Initial
Ship from Marshall Islands to Liberia.




NOW IT IS HEREBY AGREED as follows:





	1	 	Definitions




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	1.1	 	Defined expressions
	 
	 	 	Words and expressions defined in the Principal Agreement shall unless the context otherwise
requires or unless otherwise defined herein, have the same meanings when used in this
Agreement.
	 
	1.2	 	Definitions
	 
	 	 	In this Agreement, unless the context otherwise requires:
	 
	 	 	“Effective Date” means, in respect of each Initial Ship, the date being no later than 31
December 2009, on which the Bank notifies the Borrower in writing that the Bank has received
the documents and evidence specified in (a) clause 5.1.1 and (b) clause 5.1.2 in respect of
that Initial Ship, each in form and substance satisfactory to it;
	 
	 	 	“Existing Documents” means, together, the Principal Agreement, the Principal General
Assignments, the Principal Charter Assignments and the Principal Manager’s Undertakings;
	 
	 	 	“Existing Free Goddess Mortgage” means the first preferred Marshall Islands ship mortgage
over Free Goddess, dated 28 December 2007, as amended by an amendment No. 1 dated 4 July 2008
and an amendment No. 2 thereto dated 2 April 2009, all made between the Free Goddess Owner
and the Bank;
	 
	 	 	“Existing Free Hero Mortgage” means the first preferred Marshall Islands ship mortgage over
Free Hero, dated 28 December 2007, as amended by an amendment No 1, dated 4 July 2008 and an
amendment No. 2 thereto dated 2 April 2009, all made between the Free Hero Owner and the
Bank;
	 
	 	 	“Existing Free Jupiter Mortgage” means the first preferred Marshall Islands ship mortgage
over Free Jupiter, dated 28 December 2007, as amended by an amendment No 1, dated 4 July 2008
and an amendment No. 2 thereto dated 2 April 2009, all made between the Free Jupiter Owner
and the Bank;
	 
	 	 	“Existing Mortgages” means together the Existing Free Goddess Mortgage, the Existing Free
Hero Mortgage and the Existing Free Jupiter Mortgage and “Existing Mortgage” means any of
them;
	 
	 	 	“Existing Register” means the Marshall Islands Ships Register at the Port of Majuro, Marshall
Islands;
	 
	 	 	“Facility Agreement” means the Principal Agreement as amended and supplemented by this
Agreement;
	 
	 	 	“Free Goddess Charter Assignment” means the Principal Free Goddess Charter Assignment as
amended by this Agreement;
	 
	 	 	“Free Goddess General Assignment” means the Principal Free Goddess General Assignment as
amended by this Agreement;




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	 	 	“Free Goddess Manager’s Undertaking” means the Principal Free Goddess Manager’s Undertaking
as amended by this Agreement;
	 
	 	 	“Free Hero Charter Assignment” means the Principal Free Hero Charter Assignment as amended by
this Agreement;
	 
	 	 	“Free Hero General Assignment” means the Principal Free Hero General Assignment as amended by
this Agreement;
	 
	 	 	“Free Hero Manager’s Undertaking” means the Principal Free Hero Manager’s Undertaking as
amended by this Agreement;
	 
	 	 	“Free Jupiter Charter Assignment” means the Principal Free Jupiter Charter Assignment as
amended by this Agreement;
	 
	 	 	“Free Jupiter General Assignment” means the Principal Free Jupiter General Assignment as
amended by this Agreement;
	 
	 	 	“Free Jupiter Manager’s Undertaking” means the Principal Free Jupiter Manager’s Undertaking
as amended by this Agreement;
	 
	 	 	“Initial Owners” means the Owners excluding the Free Lady Owner;
	 
	 	 	“New Free Goddess Mortgage” means the first preferred Liberian ship mortgage over Free
Goddess, executed or (as the context may require) to be executed by the Free Goddess Owner in
favour of the Bank in the form set out in schedule 2 and made in continuation of the Existing
Free Goddess Mortgage;
	 
	 	 	“New Free Hero Mortgage” means the first preferred Liberian ship mortgage over Free Hero,
executed or (as the context may require) to be executed by the Free Hero Owner in favour of
the Bank in the form set out in schedule 2 and made in continuation of the Existing Free Hero
Mortgage;
	 
	 	 	“New Free Jupiter Mortgage” means the first preferred Liberian ship mortgage over Free
Jupiter, executed or (as the context may require) to be executed by the Free Jupiter Owner
in favour of the Bank in the form set out in schedule 2 and made in continuation of the
Existing Free Jupiter Mortgage;
	 
	 	 	“New Mortgages” means, together, the New Free Goddess Mortgage, the New Free Hero Mortgage
and the New Free Jupiter Mortgage and “New Mortgage” means any of them;
	 
	 	 	“New Register” means the register of ships of the Republic of Liberia;
	 
	 	 	“Relevant Documents” means, together, this Agreement and the New Mortgages and

	 
	 	 	



 “Relevant
Document” means any of them; and
	 
	 	 	“Relevant Parties” means the Borrower, the Owners and the Manager or, where the context so
requires or permits, means any or all of them.




4









 












	1.3	 	Headings
	 
	 	 	Clause headings and the table of contents are inserted for convenience of reference only and
shall be ignored in the interpretation of this Agreement.
	 
	1.4	 	Construction of certain terms
	 
	 	 	Clause 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.
	 
	1.5	 	Existing Documents
	 
	 	 	References in:
	 
	1.5.1	 	the Principal Agreement to “this Agreement”;
	 
	1.5.2	 	the Principal General Assignment for an Initial Ship to “this Deed” or “this Assignment”;
	 
	1.5.3	 	the Principal Charter Assignment for an Initial Ship to “this Deed” or “this Assignment”; and
	 
	1.5.4	 	the Principal Manager’s Undertaking for an Initial Ship to “this Letter” or “this Assignment”,
	 
	 	 	shall, with effect from the Effective Date in respect of that Initial Ship and unless the
context otherwise requires, be references to the Principal Agreement, that Principal General
Assignment, that Principal Charter Assignment and that Principal Manager’s Undertaking
respectively, each as amended by this Agreement on that Effective Date, and words such as
“herein”, “hereof”, “hereunder”, “hereafter”, “hereby” and “hereto”, where they appear in the
Principal Agreement and/or in the relevant Principal General Assignment and/or the relevant
Principal Charter Assignment and/or the relevant Principal Manager’s Undertaking, shall be
construed accordingly.
	 
	2	 	Consent of the Bank
	 
	2.1	 	Consent
	 
	 	 	The Bank, relying upon the representations and warranties made by each of the Relevant
Parties in clause 4, agree with the Borrower 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 December 2009 of the conditions contained in (a) clause 5.1.1 and
(b) clause 5.1.2 in respect of an Initial Ship, the Bank consents to:
	 
	2.1.1	 	the transfer of that Initial Ship from the Existing Register to the New Register; and
	 
	2.1.2	 	the amendment of the Existing Documents on the terms set out in clause 3.




5









 












	2.2	 	Discharge of the Existing Mortgages
	 
	 	 	The Bank hereby agrees that, subject to the terms and conditions of this Agreement and in
particular, but without prejudice to the generality of the foregoing, satisfaction of the
conditions contained in (a) clause 5.1.1 and (b) clause 5.1.2 in respect of an Initial Ship,
it shall simultaneously with the registration of the relevant New Mortgage for that Initial
Ship, execute and thereafter register at the Existing Register, a deed of discharge in
respect of the Existing Mortgage over such Initial Ship.
	 
	3	 	Amendments to the Existing Documents
	 
	3.1	 	Amendments to the Principal Agreement
	 
	 	 	The Principal Agreement shall, with effect on and from the first Effective Date to occur
under this Agreement in respect of an Initial Ship, be (and it is hereby) amended in
accordance with the following provisions (and the Principal Agreement (as so amended) will
continue to be binding upon each of the parties hereto upon such terms as so amended):
	 
	3.1.1	 	by inserting in the correct alphabetical order in clause 1.2 of the Principal Agreement
the following new definitions of “Effective Date”, “First Supplemental Agreement”, “Second
Supplemental Agreement”, “Supplemental Agreements” and “Third Supplemental Agreement”:
	 
	 	 	““Effective Date” has, in respect of each Initial Ship, the meaning ascribed to it in the
Third Supplemental Agreement;”;
	 
	 	 	““First Supplemental Agreement” means the agreement dated 26 June 2008 made between (1) the
Borrower, (2) the Initial Owners, (3) the Manager and (4) the Bank supplementing and
restating this Agreement;”;
	 
	 	 	““Second Supplemental Agreement” means the agreement dated 23 March 2009 made between (1) the
Borrower, (2) the Owners, (3) the Manager and (4) the Bank supplemental to this Agreement;”;
	 
	 	 	““Supplemental Agreements” means together the First Supplemental Agreement, the Second
Supplemental Agreement and the Third Supplemental Agreement and “Supplemental Agreement”
means any of them;”;
	 
	 	 	““Third Supplemental Agreement” means the agreement dated 27 November 2009 made between (1)
the Borrower, (2) the Owners, (3) the Manager and (4) the Bank supplemental to this
Agreement;”;
	 
	3.1.2	 	by deleting the definition “Flag State” in clause 1.2 and by inserting in its place the
following new definition of “Flag State”:
	 
	 	 	““Flag State” means:
	 
	(a)	 	in relation to each Initial Ship:






6











 






	 	(i)	 	from the date of this Agreement until the Effective Date in
relation to such Initial Ship, the Republic of Marshall Islands or;
	 
	 	(ii)	 	at all other times thereafter, the Republic of Liberia; or






(b) in relation to the Additional Ship, the Republic of Liberia;”;




	3.1.3	 	by deleting the words “the Supplemental Agreement” and replacing them with the words “the
Supplemental Agreements”, and by deleting the words “the Mortgage Addenda”, each in the
definition of “Security Documents” in clause 1. 2 of the Principal Agreement;
	 
	3.1.4	 	by deleting the definitions “Free Goddess”, “Free Hero” and “Free Jupiter” in clause 1.1
of the Principal Agreement and inserting in the place of each one respectively the following
new definitions of “Free Goddess”, “Free Hero” and “Free Jupiter”:
	 
	 	 	““Free Goddess” means the motor vessel Free Goddess, a 1995-built, 22,051 dwt bulk carrier,
registered in the ownership of the Free Goddess Owner under the laws and flag of the relevant
Flag State with IMO Number 9107045;”;
	 
	 	 	““Free Hero” means the motor vessel Free Hero, a 1995-built, 24,318 dwt bulk carrier
registered in the ownership of the Free Hero Owner under the laws and flag of the relevant
Flag State with IMO Number 9111591;”;
	 
	 	 	““Free Jupiter” means the motor vessel Free Jupiter, a 2002-built, 47,777 dwt bulk carrier,
registered in the ownership of the Free Jupiter Owner under the laws and flag of the relevant
Flag State with IMO Number 9264037;”;
	 
	3.1.5	 	by deleting the definition of “Mortgage” in clause 1.2 of the Principal Agreement and by
inserting in its place the following new definition of “Mortgage”:
	 
	 	 	“Mortgage” means:






	 	(a)	 	in relation to each Initial Ship:






	 	(i)	 	before the Effective Date in respect of such Initial Ship, the
first preferred Marshall Islands mortgage over that Initial Ship dated 28
December 2007 or (in respect of Free Jupiter only) 14 April 2008; or
	 
	 	(ii)	 	at all other times thereafter, the first preferred Liberian ship
mortgage over that Initial Ship executed or (as the context may require) to be
executed by the relevant Initial Owner in favour of the Bank in the form set out
in schedule 2 of the Third Supplemental Agreement; or






	 	(b)	 	in relation to the Additional Ship, the first preferred Liberian Mortgage dated 7
July 2008 executed by the Additional Owner in favour of the Bank,






	 	 	and “Mortgages” means any or all of them;”;
	 
	3.1.6	 	by deleting the definitions “Mortgage Addendum” and “Supplemental Agreement” in clause
1.2;




7









 












	3.1.7	 	by deleting clause 15.1.3 in its entirety and inserting in its place a new clause 15.1.3:
	 
	 	 	““15.1.3 be sent:






	 	(a)	 	if to the Borrower at:




c/o Free Bulkers S.A.

89 Akti Miaouli

185 38 Piraeus

Greece



Fax No:  +30 210 429 1010

Att:       Mr Ion Varouxakis





	 	(b)	 	if to the Bank at:




Credit Suisse AG

(formerly known as Credit Suisse)

Paradeplatz 8

8070 Zurich

Switzerland



Fax No:  +41 612 667 939

Att:        Mr Gianrichy Giamboi





		 	or to such other address and/or numbers as is notified by one party to the other party under
this Agreement.”.
	 
	3.2	 	Amendments to the Principal General Assignments
	 
	 	 	The Principal General Assignment in relation to an Initial Ship shall, with effect on and
from the Effective Date for that Initial Ship, be (and it is hereby) amended by deleting the
existing recital (E) thereto and by inserting in its place the following new recital (E) (and
each Principal General Assignment (as so amended) will continue to be binding upon each of
the parties hereto upon such terms as so amended):






(a) in respect of the Principal General Assignment relating to Free Goddess:




	 	“(E)	 	 pursuant to the Loan Agreement there has been or will be executed
by the Owner in favour of the Mortgagee a first preferred Liberian ship mortgage
(the “Mortgage”) on the m.v. Free Goddess documented in the name of the Owner
under the laws and flag of the Republic of Liberia under Official Number 14519
(the “Ship”) and the Mortgage has been or will be registered under the
provisions of Chapter 3 of Title 21 of the Liberian Code of the Laws Revised as
amended, as security for the payment by the Owner of the Outstanding
Indebtedness (as that expression is defined in the Mortgage); and”;






(b) in respect of the Principal General Assignment relating to Free Hero:




	 	“(E)	 	 pursuant to the Loan Agreement there has been or will be executed
by the Owner in favour of the Mortgagee a first preferred Liberian ship mortgage




8









 






	 	 	 	(the “Mortgage”) on the m.v. Free Hero documented in the name of the Owner under
the laws and flag of the Republic of Liberia under Official Number 14520
(“Ship”) and the Mortgage has been or will be registered under the provisions of
Chapter 3 of Title 21 of the Liberian Code of the Laws Revised as amended, as
security for the payment by the Owner of the Outstanding Indebtedness (as that
expression is defined in the Mortgage); and”;






(c) in respect of the Principal General Assignment relating to Free Jupiter:




	 	“(E)	 	 pursuant to the Loan Agreement there has been or will be executed
by the Owner in favour of the Mortgagee a first preferred Liberian ship mortgage
(the “Mortgage”) on the m.v. Free Jupiter documented in the name of the Owner
under the laws and flag of the Republic of Liberia under Official Number 14521
(the “Ship”) and the Mortgage has been or will be registered under the
provisions of Chapter 3 of Title 21 of the Liberian Code of the Laws Revised as
amended, as security for the payment by the Owner of the Outstanding
Indebtedness (as that expression is defined in the Mortgage); and”.






	3.3	 	Amendments to the Principal Charter Assignments
	 
	 	 	The Principal Charter Assignment in relation to an Initial Ship shall, with effect on and
from the Effective Date for that Initial Ship, be (and it is hereby) amended by deleting the
existing recital (E) thereto and by inserting in its place the following new recital (E) (and
the relevant Principal Charter Assignment (as so amended) will continue to be binding upon
each of the parties hereto upon such terms as so amended):






(a) in respect of the Principal Charter Assignment relating to Free Goddess




	 	“(E)	 	 pursuant to the Loan Agreement, there has been or will be executed by the
Owner in favour of the Mortgagee a first preferred Liberian ship mortgage (the
“Mortgage”) on the vessel Free Goddess documented in the name of the Owner under
the laws and flag of the Republic of Liberia under Official Number 14519 (the
“Ship”) and the Mortgage has been or will be registered under the provisions of
Chapter 3 of Title 21 of the Liberian Code of the Laws Revised as amended, as
security for the payment by the Owner of the Outstanding Indebtedness (as that
expression is defined in the Mortgage);”;






(b) in respect of the Principal Charter Assignment relating to Free Hero




	 	“(E)	 	 pursuant to the Loan Agreement, there has been or will be
executed by the Owner in favour of the Mortgagee a first preferred Liberian ship
mortgage (the “Mortgage”) on the vessel Free Hero documented in the name of the
Owner under the laws and flag of the Republic of Liberia under Official Number
14520 (the “Ship”) and the Mortgage has been or will be registered under the
provisions of Chapter 3 of Title 21 of the Liberian Code of the Laws Revised as
amended of the Republic of Liberia, as security for the payment by the Owner of
the Outstanding Indebtedness (as that expression is defined in the Mortgage);”;






(c) in respect of the Principal Charter Assignment relating to Free Jupiter



9









 






	 	“(E)	 	 pursuant to the Loan Agreement, there has been or will be
executed by the Owner in favour of the Mortgagee a first preferred Liberian ship
mortgage (the “Mortgage”) on the vessel Free Jupiter documented in the name of
the Owner under the laws and flag of the Republic of Liberia under Official
Number 14521 (the “Ship”) and the Mortgage has been or will be registered under
the provisions of Chapter 3 of Title 21 of the Liberian Code of the Laws Revised
as amended, as security for the payment by the Owner of the Outstanding
Indebtedness (as that expression is defined in the Mortgage);”.






	3.4	 	Amendments to the Principal Manager’s Undertakings
	 
	 	 	The Principal Manager’s Undertaking in relation to an Initial Ship, shall with effect from
the Effective Date for that Initial Ship, be (and it is hereby) amended by deleting the words
“Marshall Islands flag” in the second line of paragraph 2 thereof and by inserting in their
place the words “Liberian flag” (and each Principal Manager’s Undertaking (as so amended)
will continue to be binding upon each of the parties hereto upon such terms as so amended).
	 
	3.5	 	Continued force and effect
	 
	 	 	Save as amended by this Agreement, the provisions of each of the Existing Documents shall
continue in full force and effect and each of the Existing Documents and this Agreement shall
be read and construed as one instrument.






	4	 	Representations and warranties






	4.1	 	Primary representations and warranties
	 
	 	 	Each of the Relevant Parties represents and warrants to the Bank that:
	 
	4.1.1	 	Existing representations and warranties
	 
	 	 	the representations and warranties set out in clause 7 of the Principal Agreement, clause 4
of each Owner’s Guarantee and clause 3 of each Manager’s Undertaking were true and correct on
the date of the Principal Agreement and are true and correct, including to the extent that
they may have been or shall be amended by this Agreement, as if made at the date of this
Agreement with reference to the facts and circumstances existing at such date;
	 
	4.1.2	 	Corporate power
	 
	 	 	each of the Relevant Parties has power to execute, deliver and perform its obligations under
the Relevant Documents to which it is or is to be a party; all necessary corporate,
shareholder and other action has been taken by each of the Relevant Parties to authorise the
execution, delivery and performance of the Relevant Documents to which it is or is to be a
party;
	 
	4.1.3	 	Binding obligations




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	 	 	the Relevant Documents to which it is or is to be a party constitute valid and legally
binding obligations of each of the Relevant Parties enforceable in accordance with their
terms;
	 
	4.1.4	 	No conflict with other obligations
	 
	 	 	the execution, delivery and performance of the Relevant Documents to which it is or is to be
a party by each of the Relevant Parties will not (i) contravene any existing law, statute,
rule or regulation or any judgment, decree or permit to which any of the Relevant Parties is
subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a
default under, any agreement or other instrument to which any of the Relevant Parties is a
party or is subject or by which it or any of its property is bound or (iii) contravene or
conflict with any provision of the constitutional documents of any of the Relevant Parties or
(iv) result in the creation or imposition of or oblige any of the Relevant Parties to create
any Encumbrance (other than a Permitted Encumbrance) on any of the undertaking, assets,
rights or revenues of any of the Relevant Parties;
	 
	4.1.5	 	No filings required
	 
	 	 	save for the registration of the New Mortgages with the relevant Registry, it is not
necessary to ensure the legality, validity, enforceability or admissibility in evidence of
any of the Relevant Documents that they or any other instrument be notarised, filed,
recorded, registered or enrolled in any court, public office or elsewhere in any Relevant
Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Relevant
Jurisdiction on or in relation to the Relevant Documents and each of the Relevant Documents
is in proper form for its enforcement in the courts of each Relevant Jurisdiction;
	 
	4.1.6	 	Choice of law
	 
	 	 	the choice of English law to govern this Agreement and the choice of the laws of the Republic
of Liberia to govern the New Mortgages and the submissions by the Relevant Parties to the
non-exclusive jurisdiction of the English courts, are valid and binding; and
	 
	4.1.7	 	Consents obtained
	 
	 	 	every consent, authorisation, licence or approval of, or registration or declaration to,
governmental or public bodies or authorities or courts required by any of the Relevant
Parties in connection with the execution, delivery, validity, enforceability or admissibility
in evidence of the Relevant Documents to which it is or 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 warranties
	 
	 	 	Each of the representations and warranties contained in clause 4.1 of this Agreement, clause
4 of each Owner’s Guarantee and clause 3 of each Manager’s Undertaking shall




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	 	 	be deemed to be repeated by each of the Relevant Parties on each Effective Date as if made
with reference to the facts and circumstances existing on such day.






	5	 	Conditions






	5.1	 	Documents and evidence
	 
	5.1.1	 	Common conditions
	 
	 	 	The consent of the Bank referred to in clause 2 in respect of all Initial Ships shall be
subject to the receipt by the Bank or its duly authorised representative of the documents and
evidence specified in Part 1 of schedule 1 in form and substance satisfactory to the Bank.
	 
	5.1.2	 	Individual conditions
	 
	 	 	In addition to the conditions precedent referred to in clause 5.1.1 above, the consent of the
Bank referred to in clause 2 in respect of an individual Initial Ship shall be subject to the
receipt by the Bank or its duly authorised representative of the documents and evidence
specified in Part 2 of schedule 1 in relation to that particular Initial Ship (referred to in
Part 2 of schedule 1 as the “Relevant Ship”), all in form and substance satisfactory to the
Bank.
	 
	5.2	 	General conditions precedent
	 
	 	 	The consent of the Bank referred to in clause 2 in relation to each Initial Ship shall be
further subject to:
	 
	5.2.1	 	the representations and warranties in clause 4 being true and correct on the relevant
Effective Date for that Initial Ship as if each was made with respect to the facts and
circumstances existing at such time; and
	 
	5.2.2	 	no Default having occurred and continuing at the time of the relevant Effective Date for
that Initial Ship.
	 
	5.3	 	Waiver of conditions precedent
	 
	 	 	The conditions specified in this clause 5 are inserted solely for the benefit of the Bank and
may be waived by the Bank in whole or in part with or without conditions.






	6	 	Relevant Parties’ confirmation






	 	 	Each of the Relevant Parties hereby confirms its consent to the amendments to the Existing
Documents contained in this Agreement and agrees that:
	 
	6.1	 	each of the Security Documents to which it is a party, and its obligations thereunder,
shall remain in full force and effect notwithstanding the amendments made to the Existing
Documents by this Agreement; and
	 
	6.2	 	with effect from the first Effective Date to occur under this Agreement, references to “the
Agreement” or “the Facility Agreement” or the “the Loan Agreement” in any of
the Security Documents to which it is a party shall henceforth be references to the 




12









 






	 	 	Principal Agreement as amended by this Agreement on that Effective Date and as from time to time
hereafter amended; and






	6.3	 	with effect from an Effective Date in respect of an Initial Ship, references in any of the
Security Documents to which it is a party to the “General Assignment”, the “Charter
Assignment” or the “Manager’s Undertaking” insofar as they relate to that Initial Ship, shall
henceforth be references to such document as amended by this Agreement on that Effective Date
and as from time to time hereafter amended.






	7	 	Expenses






	7.1	 	Expenses
	 
	 	 	The Borrower agrees to pay to the Bank on a full indemnity basis on demand all expenses
(including legal and out-of-pocket expenses) incurred by the Bank:
	 
	7.1.1	 	in connection with the negotiation, preparation, execution and, where relevant,
registration of this Agreement and the other Relevant Documents and of any amendment or
extension of or the granting of any waiver or consent under this Agreement or the other
Relevant Documents; and
	 
	7.1.2	 	in contemplation of, or otherwise in connection with, the enforcement of, or preservation
of any rights under this Agreement or the other Relevant Documents or otherwise in respect of
the monies owing and obligations incurred under this Agreement and the other Relevant
Documents,
	 
	 	 	together with interest at the rate referred to in clause 3.2 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 Tax
	 
	 	 	All expenses payable pursuant to this clause 7 shall be paid together with value added tax or
any similar tax (if any) properly chargeable thereon.
	 
	7.3	 	Stamp and other duties
	 
	 	 	The Borrower agrees to pay to the Bank on demand all stamp, documentary, registration or
other like duties or taxes (including any duties or taxes payable by the Bank) imposed on or
in connection with this Agreement and the other Relevant Documents and shall indemnify the
Bank against any liability arising by reason of any delay or omission by the Borrower to pay
such duties or taxes.




13









 












	8	 	Miscellaneous and notices






	8.1	 	Notices
	 
	 	 	The provisions of clause 15.1 of the Principal Agreement shall extend and apply to the giving
or making of notices or demands hereunder as if the same were expressly stated herein.
	 
	8.2	 	Counterparts
	 
	 	 	This Agreement may be executed in any number of counterparts and by the different parties on
separate counterparts, each of which when so executed and delivered shall be an original but
all counterparts shall together constitute one and the same instrument.






	9	 	Applicable law






	9.1	 	Law
	 
	 	 	This Agreement and any non-contractual obligations connected with it are governed by, and
shall be construed in accordance with, English law.
	 
	9.2	 	Submission to jurisdiction
	 
	 	 	Each of the Relevant Parties agrees, for the benefit of the Bank, that any legal action or
proceedings arising out of or in connection with this Agreement (including any
non-contractual obligations connected with it) against any of the Relevant Parties or any of
its 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 Messrs Atlas Maritime Services Ltd. at present of Enterprise House,
113-115 George Lane, London E18 1AB, England to receive for it and on its behalf, service of
process issued out of the English courts in any such legal action or proceedings. The
submission to such jurisdiction shall not (and shall not be construed so as to) limit the
right of the Relevant Parties in the courts of any other competent jurisdiction nor shall the
taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in
any other jurisdiction, whether concurrently or not. 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 any of the Relevant Parties may have against the Bank arising out of or in
connection with this Agreement (including any non-contractual obligations connected with it).




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




14









 








Schedule 1




Documents and evidence required as conditions precedent



(referred to in clause 5.1)



Part 1



Common conditions




	1	 	Corporate authorisations
	 
	 	 	In relation to each of the Relevant Parties:






	 	(a)	 	Constitutional documents
	 
	 	 	 	copies certified by an officer of each of the Relevant Parties, as true, complete and
up to date copies, of all documents which contain or establish or relate to the
constitution of that party or a secretary’s certificate confirming that there have been
no changes or amendments to the constitutional documents certified copies of which were
previously delivered to the Bank pursuant to the Principal Agreement;
	 
	 	(b)	 	Resolutions
	 
	 	 	 	copies of resolutions of each of its board of directors and its shareholders 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 party’s obligations thereunder, certified (in a certificate dated no
earlier than fifteen (15) Banking Days prior to the date of this Agreement) by an
officer of the Relevant Parties:






	 	(1)	 	being true and correct;
	 
	 	(2)	 	being duly passed at meetings of the directors of such Relevant Party
and of the shareholders of such Relevant Party each duly convened and held;
	 
	 	(3)	 	not having been amended, modified or revoked; and
	 
	 	(4)	 	being in full force and effect






	 	 	 	together with originals or certified copies of any powers of attorney issued by any
party pursuant to such resolutions; and
	 
	 	(c)	 	Certificate of incumbency
	 
	 	 	 	a list of directors and officers of each Relevant Party specifying the names and
positions of such persons, certified (in a certificate dated no earlier than fifteen
(15) Banking Days prior to the date of this Agreement) by an officer of such Relevant
Party to be true, complete and up to date;




15









 












	2	 	Consents
	 
	 	 	a certificate (dated no earlier than fifteen (15) Banking Days prior to the date of this
Agreement) from an officer of each of the Relevant Parties stating that no consents,
authorisations, licences or approvals are necessary for such Relevant Party to authorise, or
are required by each of the Relevant Parties or any other party (other than the Bank) in
connection with, the execution, delivery and performance of the Relevant Documents to which
they are or will be a party;
	 
	3	 	Legal opinions
	 
	 	 	an opinion of Messrs Reeder & Simpson, special legal advisers on matters of Marshall Islands
law to the Bank; and
	 
	4	 	Process agent
	 
	 	 	an original or certified true copy of a letter from each of the Relevant Parties’ agent for
receipt of service of proceedings accepting its appointment under this Agreement or any other
Relevant Document as each of the Relevant Parties’ process agent.




16









 











Part 2




Individual conditions




	1	 	Deletion
	 
	 	 	A copy, certified by an officer of the Borrower, as a true, complete and up to date copy of,
the deletion certificate issued in relation to the deletion of the Relevant Ship from its
Existing Register and if such deletion certificate is not available on the date the Relevant
Ship is registered in the name of the relevant Initial Owner in the New Registry no later
than 10 Banking Days after such date;
	 
	2	 	Title
	 
	 	 	evidence that the Relevant Ship is registered in the name of the relevant Initial Owner in
the New Register and that the Relevant Ship and its Earnings, Insurances and Requisition
Compensation (as defined in the relevant New Mortgage) are free from Encumbrances other than
Permitted Encumbrances;
	 
	3	 	New Mortgage registration
	 
	 	 	evidence that the relevant New Mortgage has been, or will simultaneously with the discharge
of the relevant Existing Mortgage be, registered against the Relevant Ship through the New
Register;
	 
	4	 	Insurance
	 
	 	 	evidence that the Relevant Ship is insured in accordance with the provisions of the New
Mortgage and all requirements of such New Mortgage in respect of such insurances have been
complied with (including evidence that the insurers of the Relevant Ship have been notified
of and have approved the change of flag referred to in this Agreement);
	 
	5	 	Classification
	 
	 	 	evidence that the Relevant Ship maintains the relevant Classification free of all
requirements and recommendations of the relevant Classification Society;
	 
	6	 	Legal opinions
	 
	 	 	legal opinions of Messrs Reeder & Simpson, special legal advisers on matters of Marshall
Islands law and Liberian law to the Bank;




17









 












	7	 	Process agent
	 
	 	 	an original or certified true copy of a letter from the agent of the Initial Owner of the
Relevant Ship for receipt of service of proceedings accepting its appointment under the
relevant New Mortgage as such Initial Owner’s process agent;
	 
	8	 	Registration forms
	 
	 	 	such statutory forms duly signed by the relevant Initial Owner and the other Relevant Parties
as may be reasonably required by the Bank to perfect the security contemplated by the
relevant New Mortgage for the Relevant Ship; and
	 
	9	 	Further matters of opinion
	 
	 	 	any such other matter or opinion as may be required by the Bank.






18











 





Schedule 2




Form of New Mortgage



19









 





	 	 	 	 	 	 	 

	EXECUTED as a DEED
	 	 	)		 
	by Ion Varouxakis
	 	 	)	 	 	 
	for and on behalf of
	 	 	)	 	 	 
	 
	 	 	 	 	/s/ Ion Varouxakis 
	FREESEAS INC.
	 	 	)	 	Attorney-in-fact
	in the presence of:
	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	/s/ Evangelia Platsidaki 
	 	 	 	 	 	 
	Witness
	 	 	 	 	 	 
	Name: Evangelia Platsidaki
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	Occupation: Solicitor
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED as a DEED
	 	 	)	 	 	 
	by Ioannis Fassolis
	 	 	)	 	 	 
	for and on behalf of
	 	 	)	 	 	 
	 
	 	 	 	 	/s/ Ioannis Fassolis 
	ADVENTURE FIVE S.A.
	 	 	)	 	Attorney-in-fact
	in the presence of:
	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	/s/ Evangelia Platsidaki 
	 	 	 	 	 	 
	Witness
	 	 	 	 	 	 
	Name: Evangelia Platsidaki
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	Occupation: Solicitor
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED as a DEED
	 	 	)	 	 	 
	by Ioannis Fassolis
	 	 	)	 	 	 
	for and on behalf of
	 	 	)	 	 	 
	 
	 	 	 	 	/s/ Ioannis Fassolis 
	ADVENTURE SIX S.A.
	 	 	)	 	Attorney-in-fact
	in the presence of:
	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	/s/ Evangelia Platsidaki 
	 	 	 	 	 	 
	Witness
	 	 	 	 	 	 
	Name: Evangelia Platsidaki
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	Occupation: Solicitor
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED as a DEED
	 	 	)	 	 	 
	by Ioannis Fassolis
	 	 	)	 	 	 
	for and on behalf of
	 	 	)	 	 	 
	 
	 	 	 	 	/s/ Ioannis Fassolis 
	ADVENTURE EIGHT S.A.
	 	 	)	 	Attorney-in-fact






20









 






	 	 	 	 	 	 	 

	in the presence of:
	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	/s/ Evangelia Platsidaki 
	 	 	 	 	 	 
	Witness
	 	 	 	 	 	 
	Name: Evangelia Platsidaki
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	Occupation: Solicitor
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED as a DEED
	 	 	)	 	 	 
	by Ioannis Fassolis
	 	 	)	 	 	 
	for and on behalf of
	 	 	)	 	 	 
	 
	 	 	 	 	/s/ Ioannis Fassolis 
	ADVENTURE TEN S.A.
	 	 	)	 	Attorney-in-fact
	in the presence of:
	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	/s/ Evangelia Platsidaki 
	 	 	 	 	 	 
	Witness
	 	 	 	 	 	 
	Name: Evangelia Platsidaki
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	Occupation: Solicitor
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED as a DEED
	 	 	)	 	 	 
	by Ioannis Fassolis
	 	 	)	 	 	 
	for and on behalf of
	 	 	)	 	 	 
	 
	 	 	 	 	/s/ Ioannis Fassolis 
	FREE BULKERS S.A.
	 	 	)	 	Attorney-in-fact
	in the presence of:
	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	/s/ Evangelia Platsidaki 
	 	 	 	 	 	 
	Witness
	 	 	 	 	 	 
	Name: Evangelia Platsidaki
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	Occupation: Solicitor
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED as a DEED
	 	 	)	 	 	 
	by Evangelia Platsidaki
	 	 	)	 	 	 
	for and on behalf of
	 	 	)	 	 	 
	 
	 	 	 	 	/s/ Evangelia Platsidaki 
	CREDIT SUISSE AG
	 	 	)	 	Attorney-in-fact
	(formerly known as CREDIT SUISSE)
	 	 	)	 	 	 
	in the presence of:
	 	 	)	 	 	 






21









 






	 	 	 	 	 	 	 

	/s/ Niki Alexandrou 
	 	 	 	 	 	 
	Witness
	 	 	 	 	 	 
	Name: Niki Alexandrou
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	Occupation: Solicitor
	 	 	 	 	 	 







22