EXHIBIT 10.25
SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT (the "Amendment") is entered
into effective as of the 7th day of October, 2005, among FreeSeas Inc., formerly
known as Adventure Holdings S.A., a corporation formed under the laws of the
Republic of the ▇▇▇▇▇▇▇▇ Islands (the "Borrower"), G. Bros S.A., a corporation
formed under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands ("G. Bros"), and V
Capital S.A., a corporation formed under the laws of the Republic of the
▇▇▇▇▇▇▇▇ Islands ("V Capital"; G. Bros and V Capital are collectively referred
to herein as the "Lenders").
WHEREAS, the Lenders and the Borrower entered into a Loan Agreement
dated September 20, 2004 (the "Loan Agreement"), whereby the Lenders have
provided to the Borrower an interest-free loan in the principal amount of
US$2,554,737.25 (the "Loan") in connection with the acquisition of the M/V "Free
Envoy"; and
WHEREAS, the Lenders and the Borrowers entered into a First Amendment
to Loan Agreement effective as of April 25, 2005, whereby the repayment terms of
the Loan were modified.
WHEREAS, the Lenders and the Borrower wish to again modify the
repayment terms of the Loan, as set forth herein.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
agreements and covenants contained herein, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties have agreed and do agree as follows:
1. CAPITALIZED TERMS. Capitalized terms used but not defined in this
Amendment shall have the meanings as set forth in the Loan Agreement.
2. MODIFICATION OF REPAYMENT TERMS. Section 1.2 of the Loan Agreement
shall be amended in its entirety to read as follows:
"The outstanding principal balance of the Loan shall be repayable in
eight equal quarterly installments of US$125,000 each in the years 2006 and
2007, with a balloon payment due on January 1, 2008 of the principal balance
then remaining outstanding; provided, however, if the merger transaction (the
"Merger") contemplated by the Agreement and Plan of Merger dated March 24, 2005,
as amended on July 19, 2005 and September 30, 2005 among the Borrower, the
Lenders, the beneficial owners of the Lenders, and Trinity Partners Acquisition
Company Inc. is completed and, following the closing of the Merger, the Borrower
raises additional capital of at least US$12,500,000 (whether by the sale of new
shares of capital stock or other securities that constitute equity of the
Borrower, the exercise of warrants or options, or otherwise), then the
outstanding principal balance of the Loan shall become immediately due and
payable."
3. NO FURTHER MODIFICATIONS. Except as expressly set forth in this
Amendment, the Loan Agreement shall be unmodified and remain in full force and
effect.
4. GOVERNING LAW. This Amendment shall be governed by, and construed in
accordance with the laws of England.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers as of the date first written
above.
BORROWER:
FreeSeas Inc., formerly known as Adventure
Holdings S.A.
By: /s/ ▇▇▇▇▇▇ ▇. Gourdomichalis
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. Gourdomichalis
Title: President
LENDERS:
G. Bros S.A.
By: /s/ ▇▇▇▇▇▇ ▇. Gourdomichalis
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. Gourdomichalis
Title: President
V Capital S.A.
By: /s/ Ion Varouxakis
-----------------------------------
Name: Ion Varouxakis
Title: President
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