Exhibit 2.5
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "AMENDMENT")
is dated as of July 19, 2005, by and among FreeSeas Inc. (formerly Adventure
Holdings, S.A.), a corporation organized under the laws of the Republic of the
Xxxxxxxx Islands ("FREESEAS"), Alastor Investments S.A., a corporation organized
under the laws of the Republic of the Xxxxxxxx Islands ("ALASTOR"), The Mida's
Touch S.A., a corporation organized under the laws of the Republic of the
Xxxxxxxx Islands ("MIDA'S TOUCH"), N.Y. Holdings S.A., a corporation organized
under the laws of the Republic of the Xxxxxxxx Islands ("N.Y. HOLDINGS"), Xxxxxx
X. Gourdomichalis ("G. GOURDOMICHALIS"), Stathis D. Gourdomichalis ("S.
GOURDOMICHALIS") and Ion X. Xxxxxxxxxx ("VAROUXAKIS"), and Trinity Partners
Acquisition Company Inc., a corporation organized under the laws of the State of
Delaware ("TRINITY").
W I T N E S S E T H:
WHEREAS, Trinity, FreeSeas, V Capital S.A., a corporation organized
under the laws of the Republic of the Xxxxxxxx Islands, ("V CAPITAL"), G Bros
S.A., a corporation organized under the laws of the Republic of the Xxxxxxxx
Islands, ("G BROS"), G. Gourdomichalis, S. Gourdomichalis and Varouxakis entered
into that certain Agreement and Plan of Merger, dated as of March 24, 2005 (the
"MERGER AGREEMENT");
WHEREAS, in accordance with Section 6.13 of the Merger Agreement, V
Capital and G Bros transferred and assigned all of their respective shares in
FreeSeas to Alastor, Mida's Touch and N.Y. Holdings on April 25, 2005, thus
making each of Alastor, Mida's Touch and N.Y. Holdings a FreeSeas Shareholder
(as such term is defined in the Merger Agreement);
WHEREAS the parties hereto desire to amend the Merger Agreement as set
forth herein:
NOW, THEREFORE, in consideration of the premises and such other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged by the parties hereto, it is hereby agreed as follows:
1. RULES OF CONSTRUCTION; DEFINITIONS. The rules of construction set
forth in the Merger Agreement shall be applied to this Amendment. Capitalized
terms not otherwise defined herein shall have the meanings assigned to such
terms in the Merger Agreement.
2. AMENDMENTS TO THE MERGER AGREEMENT. Subject to the terms and
conditions of this Amendment:
(a) Section 8.1(f) of the Merger Agreement is hereby amended by
changing the date contained therein from "July 31, 2005" to
"September 30, 2005"; and
(b) Section 7.3(d) of the Merger Agreement is hereby amended by
adding the following:
"(6) A Certificate of Ownership and Encumbrance
issued by the Office of the Maritime Administrator, Republic
of the Xxxxxxxx Islands, dated not more than five (5) Business
Days prior to the Closing, confirming that Adventure Four S.A.
is the owner of the Free Fighter free and clear of any Lien
other than as disclosed in Section 3.9(b) of the Adventure
Disclosure Schedule;
(7) A certificate by Lloyd's Register of Shipping
dated not more than ten (10) Business Days prior to the
Closing, to the effect that the Free Fighter is in class
without overdue recommendation."
3. NO OTHER AMENDMENT. All other terms and conditions of the Merger
Agreement shall remain in full force and effect and the Merger Agreement shall
be read and construed as if the terms of this Amendment were included therein by
way of addition or substitution, as the case may be.
4. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER
THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF SAID STATE.
5. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
6. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, which taken together, shall constitute a single original document.
7. MODIFICATIONS IN WRITING. No provision of this Amendment may be
amended, changed, waived, discharged or terminated except by an instrument in
writing signed by all of the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Amendment
as of the day first above written.
TRINITY PARTNERS ACQUISITION COMPANY, INC.
By: /s/ Xxxxxxxx Xxxxxxxx
---------------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: President
FREESEAS INC.
By: /s/ Xxxxxx X. Gourdomichalis
---------------------------------------
Name: Xxxxxx X. Gourdomichalis
Title: President
ALASTOR INVESTMENTS S.A.
By: /s/ Xxxxxx X. Gourdomichalis
---------------------------------------
Name: Xxxxxx X. Gourdomichalis
Title: President
THE MIDA'S TOUCH S.A.
By: /s/ Ion X. Xxxxxxxxxx
---------------------------------------
Name: Ion X. Xxxxxxxxxx
Title: President
N.Y HOLDINGS S.A.
By: /s/ Xxxxxxxxxx X. Gourdomichalis
---------------------------------------
Name: Xxxxxxxxxx X. Gourdomichalis
Title: President
/s/ Xxxxxx X. Gourdomichalis
-------------------------------------------
Xxxxxx X. Gourdomichalis
/s/ Xxxxxxxxxx X. Gourdomichalis
-------------------------------------------
Xxxxxxxxxx X. Gourdomichalis
/s/ Ion X. Xxxxxxxxxx
-------------------------------------------
Ion X. Xxxxxxxxxx
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