AMENDMENT AND RESTATEMENT AGREEMENT dated 1 SEPTEMBER 2009 ADVENTURE TWO S.A. ADVENTURE THREE S.A. ADVENTURE SEVEN S.A. ADVENTURE ELEVEN S.A. AS BORROWERS AND CO-DEBTORS and FREESEAS INC. AS PARENT AND GUARANTOR with NEW HBU II N.V. as Lender RELATING...

Exhibit 99.5

XXXXXXXX CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS

EXECUTION VERSION

AMENDMENT AND RESTATEMENT AGREEMENT

dated
1 SEPTEMBER 2009

ADVENTURE TWO S.A.
ADVENTURE THREE S.A.
ADVENTURE SEVEN S.A.
ADVENTURE ELEVEN S.A.
AS BORROWERS AND CO-DEBTORS

and
FREESEAS INC.
AS PARENT AND GUARANTOR

with
NEW HBU II N.V.
as Lender

RELATING TO A USD 27,000,000 ROLLOVER LOAN
AGREEMENT DATED 9 APRIL 2008 AS SUPPLEMENTED
AND/OR AMENDED BY A USD 66,725,000 CREDIT
AGREEMENT DATED 12 AUGUST 2008

CONTENTS

Clause				Page
1.		Definitions And Interpretation			3
2.		Restatement Of The Original Facility Agreement			4
3.		Representations			4
4.		Continuity And Further Assurance			4
5.		Co-Debtos			5
6.		Fees, Costs And Expenses			5
7.		Miscellaneous			6
8.		Governing Law			6
Schedule 1		The Obligors			7
Part I		Term Borrowers			7
Part Ii		Overdraft Facility Borrowers			7
Part Iii		Co-Debtors			7
Schedule 2		Conditions Precedent			7
Schedule 3		Restated Agreement			11
Signatures					12

-2-

THIS AGREEMENT is dated 1 September 2009 and made between:

(1)		FREESEAS INC., a company incorporated under the laws of the Xxxxxxxx Islands (the “Parent” and the “Guarantor”);
(2)		THE SUBSIDIARIES OF THE PARENT listed in Schedule 1 (The Parties), Part I hereto as term borrowers (the “Term Borrowers” and each a “Term Borrower”);
(3)		THE SUBSIDIARIES OF THE PARENT listed in Schedule 1 (The Parties), Part II hereto as overdraft facility borrowers (the “Overdraft Facility Borrowers” and each an “Overdraft Facility Borrower”);
(4)		THE SUBSIDIARIES OF THE PARENT listed in Schedule 1 (The Parties), Part III hereto as joint and several borrowers (the “Joint and Several Borrowers” and each a “Joint and Several Borrower”); and
(5)		NEW HBU II N.V. (as legal successor to Hollandsche Bank-Unie N.V. pursuant to the deed of demerger (akte van splitsing) dated 6 August 2008), having its registered office in Rotterdam, The Netherlands as lender (the “Lender”).

IT IS AGREED as follows:

1.		DEFINITIONS AND INTERPRETATION
1.1		Definitions
		In this Agreement:
		“Co-Debtor” has the meaning given to that term in the Restated Agreement.
		“Effective Date” means 15 September 2009 provided that on or prior to such date the Lender has confirmed to the Borrowers that it has received each of the documents and evidence listed in Schedule 2 (Conditions Precedent) in a form and substance satisfactory to the Lender.
		“Obligor” has the meaning given to that term in the Restated Agreement.
		“Original Facility Agreement” means the USD 27,000,000 rollover loan agreement dated 9 April 2008 between Adventure Two S.A., Adventure Three S.A. and Adventure Seven S.A. as borrowers and Hollandsche Bank-Unie N.V. as lender as supplemented and/or amended by the USD 66,725,000 credit agreement dated 12 August 2008 between Adventure Two S.A., Adventure Three S.A., Adventure Seven S.A. and Adventure Eleven S.A. as borrowers and Hollandsche Bank-Unie N.V. as lender.
		“Restated Agreement” means the Original Facility Agreement, as amended and restated by this Agreement, the terms of which are set out in Schedule 3 (Restated Agreement).
1.2		Incorporation of defined terms

1.2.1 Unless a contrary indication appears, a term defined in the Restated Agreement has the same meaning in this Agreement.

1.2.2 The principles of construction set out in the Original Facility Agreement shall have effect as if set out in this Agreement.

1.3		Clauses
		In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Agreement.

1.4		Third party rights
		Except where any Finance Document expressly provides otherwise:

	1.4.1		a person who is not a party to this Agreement has no right under Article 6:253 Dutch Civil Code to exercise or enforce any term or condition of this Agreement; and
	1.4.2		where a person who is not a Party has a right under Article 6:253 Dutch Civil Code to exercise or enforce a term or condition of this Agreement, this Agreement (including, for the avoidance of doubt, that person’s rights under this Agreement) may be amended, novated, supplemented, extended, restated or waived without that person’s consent.

1.5		Designation
		Each of the Obligors and the Lender designates this Agreement as a Finance Document.
2.		RESTATEMENT OF THE ORIGINAL FACILITY AGREEMENT
		With effect from the Effective Date the Original Facility Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in Schedule 3 (Restated Agreement).
3.		REPRESENTATIONS
		The representations and warranties included in Clause 19 (Representations) of the Restated Agreement are deemed to be made by each Obligor (by reference to the facts and circumstances then existing) on:

	(i)		the date of this Agreement; and
	(ii)		the Effective Date.

4.		CONTINUITY AND FURTHER ASSURANCE
4.1		Continuing obligations
		The provisions of the Original Facility Agreement and the other Finance Documents shall, save as amended by this Agreement, continue in full force and effect.
4.2		Further assurance
		Each Obligor shall, at the reasonable request of the Lender and at their own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.

4.3 Security Documents

	4.3.1		Each Obligor, with effect from the Effective Date, confirms that the Security Documents shall (i) continue to be in full force and effect notwithstanding the amendment and restatement effected by this Agreement and (ii) extends to all the liabilities and obligations of the Obligors under the Finance Documents as amended and restated pursuant to this Agreement.
	4.3.2		The parties hereby furthermore agree and confirm that, notwithstanding the amendments pursuant to this Agreement, none of the modifications to the Original Facility Agreement or any of the Finance Documents:

	(i)		Will in any way adversely affect the validity or perfection of the Security granted on the Assets as defined in the relevant Security Documents; and
	(ii)		Constitute a novation (schuldvernieuwing) or termination of the obligations outstanding under the Finance Documents.

4.4		Guarantees
		Each of the Co-Debtors hereby confirms that:

	(a)		the guarantee granted by it pursuant to the Original Facility Agreement shall remain unaffected; and
	(b)		the obligations guaranteed by it will be the obligations defined in the Original Facility Agreement as those obligations have been amended and restated pursuant to this Agreement.

5.		CO-DEBTOS
5.1		With effect from the Effective Date, the Co-Debtors become Co-Debtors for the purpose of the Restated Agreement.
5.2		Each Co-Debtor undertakes, upon becoming a Co-Debtor to perform all the obligations expressed to be undertaken under the Restated Agreement by a Co-Debtor and agrees that it shall be bound by the Restated Agreement as if it had been an original party to the Restated Agreement as a Co-Debtor.
6.		FEES, COSTS AND EXPENSES
6.1		Fees
		Whether or not Facility B has been utilised, the Borrowers shall on the Effective Date pay (or procure the payment) to the Lender an upfront and waiver fee in an amount equal to USD 250,000 to the bank account specified to the Borrowers by the Lender.

6.2		Transaction expenses
		Each Borrower shall within three Business Days of demand, pay the Lender the amount of all reasonable, documented costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement.
6.3		Enforcement costs
		Each Borrower shall, within three Business Days of demand, pay to the Lender the amount of all reasonable documented costs and expenses (including legal fees) incurred by the Lender in connection with the enforcement of, or the preservation of any rights under, this Agreement.
6.4		Stamp taxes
		Each Borrower shall pay and, within three Business Days of demand, indemnify the Lender against any cost, loss or liability that the Lender incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of this Agreement.
7.		MISCELLANEOUS
7.1		Incorporation of terms
		The provisions of Clause 29 (Notices), Clause 31 (Partial Invalidity), Clause 32 (Remedies and waivers) and Clause 36 (Enforcement) of the Restated Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” or “the Finance Documents” are references to this Agreement.
7.2		Counterparts
		This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
8.		GOVERNING LAW
		This Agreement is governed by Dutch law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1
The Obligors

Part I
Term Borrowers

Term Loan Borrowers		Registration number
Adventure Two S.A.		10413
Adventure Three S.A.		10414
Adventure Seven S.A.		23506
Adventure Eleven S.A.		C-111797

Part II
Overdraft Facility Borrowers

Overdraft Facility Borrowers		Registration number
Adventure Two S.A.		10413
Adventure Three S.A.		10414
Adventure Seven S.A.		23506
Adventure Eleven S.A.		C-111797

Part III
Joint and Several Borrowers

Co-Debtors		Registration number
Adventure Two S.A.		10413
Adventure Three S.A.		10414
Adventure Seven S.A.		23506
Adventure Eleven S.A.		C-111797

SCHEDULE 2
Conditions Precedent

1. Obligors

	(a)		A copy of the articles of association and bylaws of each Obligor.
	(b)		A copy of a resolution of the board of directors (or other managing entity) of each Obligor:

	(i)		approving the terms of, and the transactions contemplated by, this Agreement and the other Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party (to the extent that such Finance Documents were not previously approved and executed in accordance with the Original Facility Agreement);
	(ii)		authorising a specified person or persons to execute this Agreement and the other Finance Documents to which it is a party on its behalf (to the extent that such Finance Documents were not previously approved and executed in accordance with the Original Facility Agreement); and
	(iii)		authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with this Agreement and the other Finance Documents to which it is a party.

	(c)		A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.
	(d)		A certificate of the Borrowers (signed by a director and/or officer) confirming that borrowing or guaranteeing, as appropriate would not cause any borrowing or guaranteeing, or similar limit binding on any Obligor to be exceeded.
	(e)		A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this Section 1 of Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2. Legal opinions

	(a)		A legal opinion of Xxxxxxxx Chance LLP, Amsterdam, legal advisers to the Lender in The Netherlands, substantially in the form distributed to the Lender prior to signing this Agreement.
	(b)		If an Obligor is incorporated in a jurisdiction other than The Netherlands, a legal opinion of the legal advisers to the Lender in the relevant jurisdiction, substantially in the form distributed to the Lender prior to signing this Agreement.

3. Security

(a) First Preferred Liberian mortgage of USD 66,725,000 on Free Maverick, dated 1 September 2008.

	(b)		An amendment and restatement dated on or about the Effective Date to the first preferred Liberian mortgage on Free Maverick, dated 1 September 2008.
	(c)		First preferred Xxxxxxxx Islands mortgage on Free Destiny, dated on or about the Effective Date, which shall keep the applicable priority of existing obligations under the “renewal rule”.
	(d)		First preferred Xxxxxxxx Islands mortgage on Free Envoy, dated on or about the Effective Date, which shall keep the applicable priority of existing obligations under the “renewal rule”.
	(e)		First ranking preferred Bahamian governed deed of mortgage of USD 38,500,000 on Free Knight, dated 19 March 2008.
	(f)		Second ranking preferred Bahamian governed deed of mortgage on Free Knight, dated 19 March 2008.
	(g)		Third preferred Bahamian mortgage on Free Knight, dated on or about the Effective Date.
	(h)		Deed of assignment entered into by Adventure Eleven S.A. on or about the Effective Date in order to secure the rights and earnings of Adventure Eleven S.A. arising out of the Free Maverick and any associated charterparties, together with any insurances and requisition compensation in relation to the Free Maverick.
	(i)		Deed of assignment entered into by Adventure Two S.A. on or about the Effective Date in order to secure the rights and earnings of Adventure Two S.A. arising out of the Free Destiny and any associated charterparties, together with any insurances and requisition compensation in relation to the Free Destiny.
	(j)		Deed of assignment entered into by Adventure Three S.A. on or about the Effective Date in order to secure the rights and earnings of Adventure Tree S.A. arising out of the Free Envoy and any associated charterparties, together with any insurances and requisition compensation in relation to the Free Envoy.
	(k)		Deed of assignment entered into by Adventure Seven S.A. on or about the Effective Date in order to secure the rights and earnings of Adventure Seven S.A. arising out of the Free Knight and any associated charterparties, together with any insurances and requisition compensation in relation to the Free Knight.
	(l)		Deed of covenants entered into by Adventure Seven S.A.

4. Other documents and evidence

	(a)		Copies of the executed Charter Contracts and the latest Valuation Reports.
	(b)		A copy of the Group Structure Chart.
	(c)		Copies of the executed Finance Documents by all parties thereto.

	(d)		Evidence that all fees, costs and expenses (including legal fees) due from the Borrowers pursuant to Clause 6 (Fees, Costs and Expenses) of this Agreement have been paid or will be paid by the Effective Date.
	(e)		A certificate signed by an authorized signatory of the Borrowers stating that, upon the Effective Date, (i) no member of the Group will have any Financial Indebtedness other than Permitted Financial Indebtedness and each member of the Group will have (ii) no Encumbrance existing in relation to any asset of any member of the Group other than any Permitted Encumbrance.
	(f)		Evidence satisfactory to the Lender that the Security has been or will be perfected in accordance with all applicable laws on the Effective Date and constitutes valid security with the ranking it is expressed to have.
	(g)		Copies of all relevant insurance policies and evidence that these are in full force and effect.
	(h)		All requested information required pursuant to the obligations of the Lender, together with any other additional documents, records and information that the Lender may be required to obtain, verify or review pursuant to the terms of any other applicable law or regulation.
	(i)		All documentation or information on assets required to be provided under any Security Documents.
	(j)		A copy of any other authorisation or other document, opinion or assurance which the Lender notifies the Borrowers is necessary or desirable in connection with the Finance Documents.
	(k)		Evidence reasonably satisfactory to the Lender that all governmental and regulatory consents and other clearances (including but not limited to tax clearances) and all third party consents and approvals necessary in connection herewith or other competition or regulatory authority have been obtained.
	(l)		A good standing certificate from each Obligor.

SCHEDULE 3
Restated Agreement

SIGNATURES

The Parent

For and on behalf of:

FREESEAS INC.

/s/ Ion Varouxakis
By: Ion Varouxakis				By:
Title: Director				Title:

The Term Loan Borrowers

For and on behalf of

ADVENTURE TWO S.A.

/s/ Ion Varouxakis

By: Ion Varouxakis

Title: Director

Address: 00 Xxxx Xxxxxxx xxx 0 Xxxxxxxxxxxxx Xxx.,
Xxxxxxx, Xxxxxx

Fax: 0000 000 0000000

ADVENTURE THREE S.A.

/s/ Ion Varouxakis

By: Ion Varouxakis

Title: Director

Address: 00 Xxxx Xxxxxxx xxx 0 Xxxxxxxxxxxxx Xxx.,
Xxxxxxx, Xxxxxx

Fax: 0000 000 0000000

ADVENTURE SEVEN S.A.

/s/ Ion Varouxakis

By: Ion Varouxakis

Title: Director

Address: 00 Xxxx Xxxxxxx xxx 0 Xxxxxxxxxxxxx Xxx.,
Xxxxxxx, Xxxxxx

Fax: 0000 000 0000000

ADVENTURE ELEVEN S.A.

/s/ Ion Varouxakis

By: Ion Varouxakis

Title: Director

Address: 00 Xxxx Xxxxxxx xxx 0 Xxxxxxxxxxxxx Xxx.,
Xxxxxxx, Xxxxxx

Fax: 0000 000 0000000

The Overdraft Facility Borrowers

For and on behalf of

ADVENTURE TWO S.A.

/s/ Ion Varouxakis

By: Ion Varouxakis

Title: Director

Address: 00 Xxxx Xxxxxxx xxx 0 Xxxxxxxxxxxxx Xxx.,
Xxxxxxx, Xxxxxx

Fax: 0000 000 0000000

ADVENTURE THREE S.A.

/s/ Ion Varouxakis

By: Ion Varouxakis

Title: Director

Address: 00 Xxxx Xxxxxxx xxx 0 Xxxxxxxxxxxxx Xxx.,
Xxxxxxx, Xxxxxx

Fax: 0000 000 0000000

ADVENTURE SEVEN S.A.

/s/ Ion Varouxakis

By: Ion Varouxakis

Title: Director

Address: 00 Xxxx Xxxxxxx xxx 0 Xxxxxxxxxxxxx Xxx.,
Xxxxxxx, Xxxxxx

Fax: 0000 000 0000000

ADVENTURE ELEVEN S.A.

/s/ Ion Varouxakis

By: Ion Varouxakis

Title: Director

Address: 00 Xxxx Xxxxxxx xxx 0 Xxxxxxxxxxxxx Xxx.,
Xxxxxxx, Xxxxxx

Fax: 0000 000 0000000

The Co-Debtors

For and on behalf of

FREESEAS INC.

/s/ Ion Varouxakis
By: Ion Varouxakis				By:
Title: Director				Title:

ADVENTURE TWO S.A.

/s/ Ion Varouxakis

By: Ion Varouxakis

Title: Director

Address: 00 Xxxx Xxxxxxx xxx 0 Xxxxxxxxxxxxx Xxx.,
Xxxxxxx, Xxxxxx

Fax: 0000 000 0000000

ADVENTURE THREE S.A.

/s/ Ion Varouxakis

By: Ion Varouxakis

Title: Director

Address: 00 Xxxx Xxxxxxx xxx 0 Xxxxxxxxxxxxx Xxx.,
Xxxxxxx, Xxxxxx

Fax: 0000 000 0000000

ADDVENTURE SEVEN S.A.

/s/ Ion Varouxakis

By: Ion Varouxakis

Title: Director

Address: 00 Xxxx Xxxxxxx xxx 0 Xxxxxxxxxxxxx Xxx.,
Xxxxxxx, Xxxxxx

Fax: 0000 000 0000000

ADVENTURE ELEVEN S.A.

/s/ Ion Varouxakis

By: Ion Varouxakis

Title: Director

Address: 00 Xxxx Xxxxxxx xxx 0 Xxxxxxxxxxxxx Xxx.,
Xxxxxxx, Xxxxxx

Fax: 0000 000 0000000

The Lender

For and on behalf of

NEW HBU II N.V.

/s/ P.M.W. Vodegel				/s/ A.C.J. Westhuls
By: P.M.W. Vodegel				By: A.C.J. Westhuls
Title: Senior Vice President				Title:

Address: Xxxxxxxxxx 000 Xxxxxxxxx
Xx Xxx 000, 0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx

Attention: Account Management
Tel: 00-00-00-00 20147
Fax: 00-00-00-00 20149
E-mail: xxxxx.xxxxxxx@xxx.xx

Contact for administrative matters:

Attention: Account Management
Tel: 00-00-00-00 20147
Fax: 00-00-00-00 20149