Exhibit 4.29  AGREEMENT  This Agreement is made on this 27thday of September 2010 by and between:  (1)CELLCONTAINER (NO. 6) CORP.(the Buyer); and  (2)HYUNDAI SAMHO HEAVY INDUSTRIES CO., LTD.(the Builder),  (hereinafter the parties referred to individually as the Partyand collectively as the Parties), to amend and supplement the Contract as defined hereinafter.  WHEREAS:  A.The Buyer and the Builder entered into a shipbuilding contract on 9 November 2007 as amended and supplemented from time to time (the Contract) for the construction and sale of one (1) 10,100 TEU class container carrier, having the Builders Hull No S461 (the Vessel).  B.The Buyer desires to amend the terms of payment of the Contract Price and to postpone part of the final instalment of the Contract Price (as that term is defined in the Contract) until after delivery of the Vessel.  C.The Buyer is willing to execute and deliver to the Builder the Mortgage, Assignment and the Time Charter Assignment (each as hereinafter defined) in respect of the Vessel as security for the payment of the postponed part of the final instalment referred to in Recital (B) above.  D.Danaos Corporation (the Guarantor) is willing to execute and deliver to the Builder the Letter of Guarantee (as hereinafter defined) guaranteeing the payment of the postponed part of the final instalment referred to in Recital (B) above.  E.The Builder is willing to agree to such amendment of the terms of payment of the Contract Price and deferral of part of the final instalment upon the terms and conditions herein below.  NOW, THEREFORE, for good and valuable consideration the Parties hereby agree to enter into this AGREEMENT on the following terms and conditions.  1DEFINITIONS  Assignmenthas the meaning given in Clause 4.4.  Business Daymeans a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York, Athens and Seoul.  Delivery Instalmenthas the meaning given in Clause 3.1.  Delivery Instalment Due Datehas the meaning given in Clause 3.2.  Due Datemeans the Delivery Instalment Due Date and any Post Delivery Instalment Due Date and in the plural means both of them.  Event of Defaulthas the meaning given in Clause 9.


First Loan means the Loan made or to be made available to, amongst others, the Buyer by the First Mortgagee in respect of (inter alia)the Vessel.  First Mortgagee means The Royal Bank of Scotland plc.  First Security means (i) the first preferred Liberian mortgage over the Vessel in favour of the First Mortgagee and (ii) the first priority assignment of the earnings, insurance and requisition compensation relating to the Vessel in favour of the First Mortgagee.  Intercreditor Deed means the intercreditor deed between the First Mortgagee and the Builder under which the Post Delivery Instalment shall rank behind the claims of the First Mortgagee under the First Loan entered into or to be entered into between (inter alia) the First Mortgagee and the Buyer providing (inter alia) for the First Security.  Letter of Guarantee has the meaning given in Clause 4.2.  Mortgage has the meaning given in Clause 4.3.  Post Delivery Instalment has the meaning given in Clause 3.1.  Post Delivery Instalment Due Date has the meaning given in Clause 3.3.  Promissory Note has the meaning given in Clause 4.1.  Second Security means the Mortgage, the Assignment and the Time Charter Assignment.  Tax means any tax (other than tax on the overall income of the Builder, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).  Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Transaction Document except for those imposed in Korea upon the payment of the Post Delivery Instalment.  Time Charterer means Hanjin Shipping Co., Ltd of Seoul.  Time Charter means the time charter dated 15 November 2007 as amended by addendum no. 1 dated 19 August 2009 between the Buyer and the Time Charterer.  Time Charter Assignment has the meaning given in Clause 4.5  Total Loss means: (a) actual, constructive, compromised, agreed or arranged total loss of the Vessel; (b) requisition for title or other compulsory acquisition of the Vessel otherwise than by requisition for hire; (c) capture, seizure, arrest, detention, or confiscation of the Vessel by any person, governmental authority or government or by persons acting or purporting to act on behalf of any government or any other person which deprives the Buyer of the use of the Vessel for 90 days or more after that occurrence; and (d) requisition for hire of the Vessel by any government or by persons acting or purporting to act on behalf of any government which deprives the Buyer of the use of the Vessel for a period of 90 days or more.  Transaction Documents means the Contract, this Agreement, the Second Security, the Promissory Notes, the Letter of Guarantee, the Time Charter Assignment and the Intercreditor Deed.


2ADJUSTMENT OF PAYMENT  2.1Article X. 2 of the Contract shall be amended and shall henceforth be read as follows:-  2. TERMS OF PAYMENT  The payments of the CONTRACT PRICE shall be made as follows:  (a)   First Instalment  U.S. Dollars Twenty Nine Million Forty Eight Thousand only (US$29,048,000) shall be paid within four (4) business days of receipt by the BUYER of an original refund guarantee issued by the SHINHAN BANK of Korea (hereinafter called the SHINHAN) in the form annexed hereto as Exhibit A.  Under this CONTRACT, in counting the business days, only Saturdays and Sundays are excepted. When a due date falls on a day when banks are not open for business in New York, N.Y., U.S.A, Korea, London and Greece, such due date shall fall due upon the first business day next following.  (b)   Second Instalment  U.S. Dollars Twenty Nine Million Forty Eight Thousand only (US$29,048,000) shall be paid within six (6) months from the date of signing this CONTRACT.  (c)   Third Instalment  U.S. Dollars Seven Million Two Hundred Sixty Two Thousand only (US$7,262,000) shall be paid within three (3) business days of receipt by the BUYER of an e-mailed or facsimiled advice from the BUILDER upon keel laying.  (d)   Fourth Instalment  U.S. Dollars Seven Million Two Hundred Sixty Two Thousand only (US$7,262,000) shall be paid within three (3) business days of receipt by the BUYER of an e-mailed or facsimiled advice from the BUILDER upon launching.  (e)   Fifth Instalment  U.S. Dollars Seventy Two Million Six Hundred Twenty Thousand only (US$72,620,000) plus or minus any increase or decrease due to modifications and/or adjustment, if any, arising prior to delivery of the VESSEL of the CONTRACT PRICE under Articles III and V of this CONTRACT shall be paid to the BUILDER concurrently with the delivery of the VESSEL. (The date stipulated for payment of each of the five instalments mentioned above is hereinafter in this Article and in Article XI referred to as the DUE DATE of that instalment.)  It is understood and agreed upon by the BUILDER and the BUYER that all payments under the provisions of this Article shall not be delayed or withheld by the BUYER due to any dispute or disagreement of whatsoever nature arising between the BUILDER and the BUYER. Should there be any dispute in this connection, the matter shall be dealt with in accordance with the provisions of arbitration in Article XIII hereof.


In consideration of the aforesaid adjustment of the payment terms of the Contract, interest shall accrue at the rate of six per cent (6%) per annum. In relation to each Post Delivery Instalment from the date on which such Post-Delivery Instalment was originally due under the Contract but for the provisions of this Agreement up to the date of actual payment.  Notwithstanding clause 2.1, the Buyer has an option to pay the fourth instalment and part of the fifth instalment earlier than the expected due date of such instalments as described in the below table.  Principal   (Adjusted   amount)

Original payment   terms

Adjusted payment   terms

Due date of InterestUS$ 29,048,000

to be paid within three (3) business days from event of first   steel cutting

to be paid upon delivery (or earlier at the Buyers option)

to be paid upon delivery together with fifth (5th) installmentUS$ 14,524,000

to be paid within three (3) business days from event of keel   laying

to be paid upon delivery (or earlier at the Buyers option)

to be paid upon delivery together with fifth (5th) installmentUS$7,262,000

to be paid within three (3) business days from event of keel   laying

to be paid within three (3) business days from event of   launching (or earlier at the Buyers option)

to be paid together with fourth (4th) installment within three   (3) business days from the event of launching  All payments of interest shall accrue from day-to-day and shall be calculated on the basis of the actual number of days elapsed in a three hundred and sixty (360) day year.  For the sake of clarity, the Builder shall notify the Buyer of the exact amount of interest according to the relevant provisions of the Contract.  3POSTPONEMENT OF PAYMENT OF INSTALMENTS  3.1The final instalment of the Contract Price under the Contract will be payable by the Buyer as the delivery instalment (the Delivery Instalment) and the post delivery instalment (the Post Delivery Instalment).  3.2The Delivery Instalment in the sum of U.S. Dollars Fifty Million Nine Hundred and Four Thousand Eight Hundred and Sixty (US$50,904,860) plus any increase or minus any decrease due to modifications and/or adjustment, if any, to the Contract Price under Articles III and V of the Contract arising prior to delivery of the Vessel shall be paid by the Buyer on the delivery of the Vessel which is scheduled on February 1, 2011] or such later date as is permissible pursuant to the Contract (the Delivery Instalment Due Date).  3.3The Post Delivery Instalment amounting to U.S. Dollars Twenty One Million Seven Hundred and Fifteen Thousand One Hundred and Forty (US$21,715,140) shall be paid over a period of four (4) years from the actual delivery of the Vessel in six (6) equal instalments the first due


date being 1st August 2012 and the remaining six instalments payable semi-annually thereafter as listed in Table 1. (each a Post Delivery Instalment Due Date). Interest shall accrue at the rate of eight per cent (8%) per annum on all of the outstanding balance of the Post Delivery Instalment which shall be paid by the Buyer semi-annually the first due date being 1st August 2011 and at six month intervals thereafter as listed in Table 1. The rate of interest shall be increased to ten per cent (10%) per annum in the event of default.  <Repayment schedule for the Post Delivery Instalment based on the the delivery of the Vessel on February 1, 2011.>  Table 1  PAYMENT

DUE DATE

PRINCIPAL(A)

INTEREST(B)

TOTAL(A+B)1st

1-Aug-11



$
873,431

$
873,4311-Feb-12



$
887,907

$
887,9071-Aug-12

$
3,619,190

$
878,256

$
4,497,4462nd

1-Feb-13

$
3,619,190

$
739,923

$
4,359,1133rd

1-Aug-13

$
3,619,190

$
582,287

$
4,201,4774th

1-Feb-14

$
3,619,190

$
443,953

$
4,063,1435th

1-Aug-14

$
3,619,190

$
291,143

$
3,910,3336th

1-Feb-15

$
3,619,190

$
147,984

$
3,767,174TOTAL



$
21,715,140

$
4,844,884

$
26,560,024  The figures in above Table 1 shall be adjusted in accordance with Clause 3.3 if the actual delivery of the Vessel is other than February 1, 2011.  3.4It is understood and agreed by the Builder and the Buyer that no payments to be made by the Buyer pursuant to this Clause 3 shall be delayed or withheld by the Buyer due to any dispute or disagreement of whatsoever nature arising between the Builder and the Buyer. If a Due Date would otherwise fall on a day which is not a Business Day, that Due Date will instead be on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).  3.5The Buyer shall make all payments without any Tax Deduction, unless a Tax Deduction is required by law.  3.6If a Tax Deduction is required by law to be made by the Buyer, the amount of the payment due from the Buyer shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.  3.7The Buyer may at any time, if it gives the Builder not less than 15 days prior notice, prepay the whole or part of the Post Delivery Instalment, but if in part then the Buyer shall state which of the Promissory Notes is to be prepaid and such Promissory Note shall be prepaid in full and not in part. Any prepayment shall be made together with accrued interest.  3.8Article X. 8 of the Contract shall be amended and shall hereafter be read so that at the end of the first paragraph the following wording is inserted:-


In the event that the BUYER pays to the BUILDER any amount in excess of the pre-delivery instalments, the BUILDER will procure that Shinhan Bank of Korea will amend its letter of guarantee (or arrange for the issue of a replacement) so as to include such excess amount.  4SECURITIES TO BE FURNISHED BY THE BUYER  As a condition precedent to the effectiveness of this Agreement the Buyer shall furnish the Builder with securities as follows upon the delivery of the Vessel.  4.1Promissory Notes  The Buyer shall execute and deliver to the Builder six (6) promissory notes (each individually a Promissory Noteand collectively the Promissory Notes)as follows:  (a)Each Promissory Note shall relate to an instalment under the Post Delivery Instalment and shall be for a payment of an amount of principal (A) and interest (B) as listed in Table 1 next to the corresponding instalment to which that Promissory Note relates.  (b)Each Promissory Note shall be in the form annexed hereto as Exhibit A.  4.2Letter of Guarantee  The Buyer shall furnish the Builder with an unconditional letter of guarantee, being in the form annexed hereto as Exhibit B and in respect of each Promissory Note issued by the Buyer (each individually a Letter of Guarantee and collectively the Letters of Guarantee) each such Letter of Guarantee to be duly executed and delivered by the Guarantor guaranteeing the payment by the Buyer of the principal sums and interest specified in the relevant Promissory Note.  4.3Second Preferred Mortgage on the Vessel  The Buyer shall execute and deliver to the Builder a second preferred Liberian mortgage over the Vessel in the maximum principal amount of US$28,229,682 in form and substance satisfactory to the Builder (the Mortgage)as security for (i) the Buyers obligations under the Promissory Notes and (ii) the obligations of the Buyer under this Agreement.  4.4Second Priority Assignment  The Buyer shall execute and deliver to the Builder a second priority assignment of its interests in the earnings, insurances and requisition compensation of the Vessel in form and substance satisfactory to the Builder (the Assignment)as security for (i) the Buyers obligations under the Promissory Notes and (ii) the obligations of the Buyer under this Agreement.  4.5Time Charter Assignment  The Buyer shall execute and deliver to the Builder a second priority assignment of its interests in the Time Charter of the Vessel in form and substance satisfactory to the Builder (the Time Charter Assignment)as security for (i) the Buyers obligations under the Promissory Notes and (ii) the obligations of the Buyer under this Agreement.


5OTHER CONDITIONS PRECEDENT  The Buyer shall, on or prior to delivery of the Vessel, provide the following to the Builder:  5.1satisfactory evidence that the earnings, insurance and requisition compensation of the Vessel are free from encumbrances other than the First Security.  5.2satisfactory evidence that the Vessel is insured and classed as provided by the terms of the Mortgage and that the Mortgage is duly registered on the Liberian Ship Register;  5.3certified true copies of the constitutional documents of the Buyer and the Guarantor together with certified true copies of board resolutions of the Buyer and certified extract of the standing resolutions of the Guarantor and a power of attorney authorising the execution of this Agreement, the Second Security, the Promissory Notes and the Letters of Guarantee and to which the Buyer and the Guarantor is, or will be a party;  5.4certified true copies of all licenses, consents or approvals which may be required by the Buyer or the Guarantor in connection with the execution and validity and enforceability of any of the documents to which they are a party;  5.5originals or certified true copies from the Buyers and the Guarantors agents for receipt of service and proceedings accepting their appointment under each of the documents in which they are to be appointed as agents;  5.6the Intercreditor Deed duly signed;  5.7satisfactory legal opinions addressed to the Builder on matters of Liberian and Marshall Islands law relating to the due execution of all documents by the Buyer and the Guarantor and the validity of this Agreement, the Promissory Notes, the Letter of Guarantee and all of the Second Security executed in favour of the Builder.  6DEFAULT INTEREST  If the Builder does not receive on the due date any sum due from the Buyer under this Agreement (or any other agreement entered into by the Buyer in connection with this Agreement), the Buyer shall on demand pay interest on such sum from and including the due date to the date of actual payment (as well as before judgment) at the rate per annum of ten per cent (10%).  7CALCULATION OF INTEREST  All payments of interest hereunder shall accrue from day-to-day and shall be calculated on the basis of the actual number of days elapsed in a three hundred and sixty (360) day year.  8GENERAL UNDERTAKINGS  The Buyer further undertakes that, throughout the period from the date hereof until the full amount of the Delivery Instalment and Post Delivery Instalment together with accrued interest thereon has been paid to the Builder:  8.1it will ensure that at all times the claims of the Builder against it under this Agreement rank at least pari passu with the claims of all its other unsecured creditors save those whose claims are preferred by any bankruptcy, insolvency or other similar laws of general application;


8.2it will ensure that at all times the insured value of the Vessel in the hull and machinery policies shall in no event be less than one hundred and twenty five per cent (125%) of, the contract price under the Contract; the Buyer will (i) upon the Builders written request provide the Builder with copies of the said insurance policies; and (ii) notify the Builder promptly and in writing of any changes to the insured value of the Vessel whether made pursuant to this undertaking or otherwise;  8.3it shall procure that the interest of the Builder shall be endorsed on the relevant hull and machinery policy by incorporation of a loss payable clause (in a form agreed by the Builder) and notice of assignment of insurances signed by the Buyer and that the Builder shall be furnished with proforma copies thereof and a letter of undertaking in such form as is customary;  8.4it shall procure that the interest of the Builder shall be endorsed on the Certificate of Entry or policy of the protection and indemnity and/or war risks association by incorporation of a loss payable clause (in a form agreed by the Builder) and notice of assignment of insurances signed by the Buyer and that the Builder shall be furnished with a copy of the certificate of entry or policy and a letter of undertaking in such form as is customary by the P&I association;  8.5it shall ensure that the earnings, insurances and requisition compensation of the Vessel are free from encumbrances other than the First Security and Second Security;  8.6it shall not create or permit to subsist any mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect over any of its assets other than the First Security and Second Security and liens arising in the ordinary course of business or by operation of law.  9EVENTS OF DEFAULT  Each of the following events shall constitute an event of default (each an Event of Default) (whether such event shall occur or come about voluntarily or involuntarily or by operation of law or regulation or pursuant to, or in compliance with, any judgment, decree or order of any court or other authority):  9.1The Buyer fails to pay any amount (whether in respect of principal, interest or otherwise) due and payable by the Buyer to the Builder under this Agreement or any of the Promissory Notes on the due date and such failure is not remedied within 15 days; or  9.2the Buyer or the Guarantor defaults in the due performance and discharge of any of its other duties or liabilities under this Agreement or the Transaction Documents to which it is a party unless such failure, in the Builders opinion, is capable of remedy and is remedied within 30 days of such failure; or  9.3any order shall be made by any competent court or other competent authority or a resolution shall be passed by the Buyer or the Guarantor, for the appointment of a liquidator of, or otherwise for the winding-up or dissolution of the Buyer or the Guarantor, except for the purpose of amalgamation or re-organisation (not involving or arising out of insolvency) the terms of which shall have received the prior written approval of the Builder; or  9.4an administrator, receiver, administrative receiver, manager, trustee or similar official is appointed (and such appointment is not cancelled or withdrawn within 30 days) for all or a


part of the assets and undertaking of the Buyer having a value of at least $500,000 or the Guarantor having a value of at least $5,000,000; or  9.5it becomes unlawful for the Buyer or the Guarantor to perform and discharge any of its duties and liabilities contained in this Agreement and/or the Transaction Documents to which it is a party or for the Builder to exercise any of its rights and powers under this Agreement and/or the Transaction Documents; or  9.6anything is done or omitted to be done by the Buyer or the Guarantor which materially prejudices the security under the second security and has not been cured within 30 days of the builder giving notice thereof to the Buyer; or  9.7the First Loan is declared due and payable prior to its stated maturity by reason of an event of default (howsoever defined), or  9.8an event of default occurs under the Shipbuilding Contract as amended in respect of Hull No. S458.  10POWERS ON DEFAULT  10.1Upon the occurrence of an Event of Default, the Builder may, by notice to the Buyer, declare that the Post Delivery Instalment together with accrued interest is either immediately due and payable or payable on demand, whereupon the Post Delivery Instalment together with accrued interest shall become immediately due and payable or (as the case may be) payable on demand being made by the Builder.  10.2In addition the Builder may take any other action, exercise any other right or pursue any other remedy conferred upon the Builder by this Agreement and/or the Transaction Documents or by any applicable law or regulation or otherwise as a consequence of such Event of Default.  10.3Save for the amendments contained herein, all other terms and conditions of the Contract shall remain valid and in full force.  10.4The Builders rights under this Clause are subject to the provisions of the Intercreditor Deed.  11TOTAL LOSS  Following the occurrence of a Total Loss with respect to the Vessel, the Post Delivery Instalment together with accrued interest on the Post Delivery Instalment shall become due and payable on the earlier of (i) 120 days after such Total Loss has occurred or is deemed to have occurred, and (ii) the day on which insurance proceeds or other compensation monies in respect of the Total Loss have been received by the party entitled thereto.  12[NOT USED]  13COSTS AND EXPENSES  The Buyer shall promptly on demand pay the Builder the amount of all costs and expenses (including legal fees) reasonably incurred by the Builder in connection with the negotiation, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement; and any other documents executed after the date of this Agreement.


14CONFIDENTIALITY  This Agreement shall be kept strictly private and confidential and shall not be disclosed to any other third party. Notwithstanding the foregoing, disclosure is permitted (i) to the Buyers and Guarantors financiers and potential financiers, (ii) to the Buyers and Guarantors shareholders and affiliates, (iii) to Buyers and Guarantors legal and financial advisers and (iv) as may be required by law (including by virtue of rules and regulations of any securities exchange authorities).  15ENTIRE AGREEMENT  This Agreement shall constitute an integral part of the Contract and shall constitute the only and entire agreement between the Parties with respect to the subject matter hereof and unless otherwise expressly agreed between the Parties, all other agreements, oral or written, made and entered into between the Parties prior to the execution of this Agreement shall be null and void.  16ENFORCEMENT AND JURISDICTION  This Agreement and any non-contractual obligations arising in connection with this Agreement is governed by and construed in accordance with English law.  16.1The High Court in London England has exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a Dispute).  16.2The Parties agree that the High Court in London England is the most appropriate and convenient court to settle Disputes and accordingly no Party will argue to the contrary.  16.3Clause 15.2 is for the benefit of the Builder only. As a result, the Builder shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  16.4To the extent allowed by law, the Builder may take concurrent proceedings in any number of jurisdictions.  16.5Without prejudice to any other mode of service allowed under any relevant law, the Buyer:  16.5.1irrevocably appoints Danaos Management Consultants whose registered office is at 4 Staples Inn, Holborn, London WC1V 7QU as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement or any Transaction Document; and  16.5.2agree that failure by a process agent to notify any Buyer of the process will not invalidate the proceedings concerned.  IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed on the day and year first above written.


SIGNATURESFor   and on behalf ofCELLCONTAINER   (NO. 6) CORP.By:
/s/   Zoi LappaName:
Zoi   LappaTitle:
Attorney-in-FactFor   and on behalf ofHYUNDAI   SAMHO HEAVY INDUSTRIES CO., LTD.

In   witness M. Papanikolaou/s/ Michalis PapanikolaouBy:
/s/   E.C. Han

MICHALIS PAPANIKOLAOU
ATTORNEY AT LAW
DANAOS SHIPPING CO., LTD.   14, AKTI KONDYLI   118 52 PIRAEUSName:
E.C.   HanTitle:
Attorney-in-Fact


EXHIBIT A PROMISSORY NOTE NO.  US$
Date:                     20  For value received, Cellcontainer (No. 6) Corp. a corporation duly organized and existing under the laws of Liberia having its registered office at 80 Broad Street, Monrovia, Liberia hereby unconditionally promises to pay on                      to Hyundai Samho Heavy Industries Co., Ltd. or its nominee or its assignees, or any other holder hereof from time to time or its order the principal sum of US$                                    only, and to pay interest on the said principal sum from and including [·] at the rate of eight per cent (8%) per annum, the first payment of interest to be due and payable on [·]and thereafter payable semi-annually on the [·] and on the [·] of each and every year, until maturity (whether by acceleration or otherwise) and thereafter at the rate of ten per cent (10%) per annum until the principal sum and the interest thereon are fully paid.  Interest shall be calculated on the basis of the actual days elapsed and a year of three hundred sixty (360) days. Both principal and interest shall be payable in United States Dollars in immediately available funds at the account of the [Korea Exchange Bank, Seoul, Korea] (Account No. [·]) with [JP Morgan Chase Bank, New York, U.S.A.] without any deduction or withholding for or on account of any present or future taxes or other charges.  If the maker of this note is required to make any such deduction or withholding from any payment hereunder, the maker shall pay such additional amount as may be necessary in order that the actual amount received after deduction or withholding shall be equal to the amount that would have been received if such deduction or withholding were not required.  This note is one of a series of six (6) promissory notes in the aggregate principal amount of US$[    ] of like form and tenor except their respective numbers, principal amounts and dates of maturity (together the Series Notes). Each of said notes is secured by a letter of guarantee issued by DANAOS CORPORATION a corporation duly organized and existing under the laws of [   ] having its registered office at [    ].  In the event of a default in the payment of the principal when the same shall become due and payable, then interest at the rate of ten per cent (10%) per annum on the principal and any accrued interest from the due date to the date of payment shall be due and payable together with the principal and accrued interest.  In the event default shall be made in the payment of the principal or interest on this note, or in the payment of the principal of or interest on any of the other Series Notes, as and when the same shall become due and payable and such default shall continue for a period of fifteen (15) days, the holder of this note may at its option declare the principal of and accrued interest on this note to be forthwith due and payable, whereupon the same shall be forthwith due and payable, and the holder hereof shall have the other remedies herein or by law provided.  The maker of this note may, if it gives the holder not less than fifteen (15) days prior notice, prepay the whole of this note by payment of the principal hereof together with accrued interest hereon to and including the date of prepayment, provided, however that there shall be no default in payment of principal or interest on this note or on any of the other Series Notes as of the date of such prepayment.


This note may be transferred or assigned by the holder of this note to any bank with the prior notice to the maker.  The maker unconditionally agrees to promptly pay to and reimburse the holder hereof on demand any and all reasonable costs and expenses including, without limitation to, reasonable attorneys fees incidental to the enforcement or attempted enforcement of this note.  The holder of this note shall be under no obligation to make presentment, protest, demand or notice of any kind whatsoever for the payment of this note.  The maker and the endorsers of this note hereby waive the right to interpose any defense, set-off or counterclaim of any nature or description in any action or proceeding arising on, out of, under or by reason of this note.  The maker hereby authorizes and empowers the holder of this note to acknowledge on the makers behalf by endorsement the receipt of the payment or prepayment of the principal sum or interest thereon. Upon full payment of all sums payable on this note and the other Series Notes, the holder of this note shall immediately return this note to the maker with such endorsement to the effect that this note has been fully paid.  This note and any non-contractual obligations arising in connection with this note shall be governed by and construed in accordance with the laws of England. The maker and the endorsers hereby consent to any legal action or proceeding in relation to this note being brought in the High Court in London, England and hereby irrevocably waives any immunity from suit, attachment, (before or after judgment) or execution on a judgment to which they or their property may be entitled.  The maker and the endorsers hereby irrevocably submit to the exclusive jurisdiction of the courts of England.  Without prejudice to any other mode of service allowed under any relevant law, the undersigned:  irrevocably appoints [   ] whose registered office is at [   ] as its agent for service of process in relation to any proceedings before the High Court in London, England in connection with this note; and  agrees that failure by a process agent to notify the undersigned of the process will not invalidate the proceedings concerned.  The maker hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this note, and to constitute this note the valid obligation of the maker in accordance with its terms, have been done and performed and have happened in due and strict compliance with all applicable laws and regulation.  IN WITNESS WHEREOF, the undersigned has caused this note be signed in its corporate name by its representative thereunto duly authorized on the day and year first above written.


For and on behalf ofCELLCONTAINER (NO. 6) CORP.]ByName:Title:


EXHIBIT B  Date:                20  Hyundai Samho Heavy Industries Co., Ltd. 1700, Yongdang-Ri, Samho-Eup, Youngam-Gun, Chollanam-Do, KOREA  LETTER OF GUARANTEE NO.  Gentlemen:  In consideration of your completing and delivering one (1) 10,100 TEU Class Container Carrier, your Hull No. 461 (hereinafter called the Vessel), to CELLCONTAINER (NO. 6) CORP. (hereinafter called the Buyer), on deferred payment basis, under a certain shipbuilding Contract dated 9 November 2007, as amended, entered into by and between you and the Buyer, the undersigned, as primary obligor and not as surety merely, does hereby irrevocably, absolutely and unconditionally guarantee jointly and severally the due and punctual payment (whether at the stated maturity, by acceleration or otherwise) by the Buyer of the promissory note No.       in the principal amount of US$                        to be due and payable on                            to be issued by the Buyer to the order of yourself upon delivery of the Vessel pursuant to the said shipbuilding Contract, and also guarantee the due and punctual payment by the Buyer of interest on this promissory note No.       , the first payment of interest to be due and payable on [   ] and thereafter payable semi-annually, at the rate of eight per cent (8%) per annum until maturity (by acceleration or otherwise) and thereafter at the rate of ten per cent (10%) per annum until full payment. Interest shall be calculated on the basis of the actual days elapsed and a year of three hundred sixty (360) days.  The undersigned hereby waives the right to interpose any defense, set-off or counter-claim of any nature or description in any action or proceedings arising on, out of, under or by reason of the notes or this letter of guarantee or said shipbuilding Contract.  The Promissory Note No.      is one of a series of six (6) Promissory Notes in the aggregate principal amount of US$ [   ].  In the event that the Buyer fails to pay the said Promissory Note and/or interest thereon on the maturity date (by acceleration or otherwise) in accordance with the terms of the said promissory notes, the undersigned will pay to you the amounts due immediately upon receipt by us of written demand from you including a statement that the Buyer is in default of payment of the said promissory notes and/or interest thereon, without requesting you to take any or further procedure or step against the Buyer or with respect to the promissory notes and/or interest thereon, together with default interest on any such amounts demanded by you as aforesaid from the due date thereof until the payment in full of such amounts at the rate of ten per cent (10%) per annum payable in accordance with the terms of the said promissory notes and any and all reasonable costs and expenses including, without limitation, reasonable attorneys fees incidental to the enforcement or attempted enforcement of this guarantee.  The undersigned hereby consents to any renewals, changes, extensions or partial payments of the promissory notes or the indebtedness for which they are given without prior notice to us, and consents that no such renewals, changes, extensions or partial payments shall discharge any party to the promissory note or us from any liability thereon or hereon in whole or in part (other than to the extent of any such partial prepayment).


The undersigned hereby agrees that this guarantee and undertaking hereunder shall be assignable to and shall inure to the benefit of the holder of the promissory note No.     as if each of them was originally named herein.  The payment by the undersigned under this guarantee shall be made in United States Dollars in immediately available funds by telegraphic transfer to the account of the [Korea Exchange Bank, Seoul, Korea] (Account No. [·]) with [JP Morgan Chase Bank, New York, U.S.A.] in favour of you or your assignee without deduction, withholding or set-off. In the event that any deduction or withholding is imposed on any payment to be made hereunder by law or by any taxing authority, the undersigned agrees to pay such additional amount as may be necessary in order that the actual amount received after deduction or withholding shall be equal to the amount that would have been received if such deduction or withholding were not required after allowance for any increase in taxes or charges payable by virtue of the receipt of such additional amount.  This letter of guarantee shall come into full force and effect upon delivery of the Vessel by you to the Buyer and shall continue in force and effect until the full payment of the promissory note No.    and interest thereon whichever occurs last.  The obligation of the undersigned hereunder is joint and several with any other guarantee or security and absolute and unconditional irrespective of any legal limitation, disability, incapacity or other circumstance relating to the Buyer or any other person, or any amendment or supplement to the said shipbuilding Contract, the promissory notes or any other document, instrument or agreement contemplated therein or of the genuineness, legality, validity, regularity or enforceability of the said shipbuilding Contract, the Promissory Notes or any other documents, instruments or agreements contemplated therein.  This shall be a continuing guarantee and shall cover and secure any ultimate balance owing under the promissory note No.    , but you shall not be obliged to exhaust your recourse against the Buyer or the securities which you may hold before being entitled to payment from the undersigned of the obligation hereby guaranteed.  The undersigned hereby represents and warrants that (A) the undersigned is a company duly organised and validly existing and in full compliance with the laws of [   ] and has full legal right, power and authority to execute this letter of guarantee and to perform its obligations hereunder, (B) it has taken all appropriate and necessary corporate action to authorize the issuance of this letter of guarantee and the performance by it of its obligations hereunder, (C) the execution, delivery and performance of this letter of guarantee and the covenants herein contained will not violate or contravene any provisions of any applicable treaty, law or regulation or any judgment order or decree of any court, or governmental agency, or violate or result in breach of its constitutional documents, (D) this letter of guarantee constitutes the legal, valid and binding obligations of the undersigned enforceable in accordance with its terms subject to overriding principles, if any, of insolvency law, and (E) it has obtained all necessary consents, licenses, approvals, and authorisations, and registrations or declarations, with any governmental authority required in connection with the validity and enforceability of its guarantee and the same are in full force and effect.  This letter of guarantee and any non-contractual obligations arising in connection with this letter of guarantee shall be governed by and construed in accordance with the laws of England. The undersigned hereby irrevocably consents that any legal action or proceeding against the undersigned, or any of its property, with respect to this letter of guarantee may be brought in the High Court in London, England, and by execution and delivery of this letter of guarantee the undersigned hereby accepts in regard to any such action or proceeding, for itself and in respect of its property, generally and unconditionally the exclusive jurisdiction of the aforesaid court.


Notwithstanding anything to the contrary contained in this letter of guarantee or any of the documents executed as security therefore, the agreement, obligations and liabilities of the undersigned herein contained are joint and several and shall be construed accordingly. The undersigned agrees and consents to be bound by this letter of guarantee notwithstanding that this letter of guarantee may be invalid or unenforceable against the undersigned, whether or not the deficiency is known to yourself. You shall be at liberty to release the undersigned from this letter of guarantee and to compound with or otherwise vary or agree to vary the liability or to grant time and indulgence to make other arrangements with the undersigned without prejudicing or affecting the rights and remedies of yourself against the other undersigned.  Without prejudice to any other mode of service allowed under any relevant law, the undersigned irrevocably appoints [   ] whose registered office is at [   ] as its agent for service of process in relation to any proceedings before the High Court in London, England in connection with this letter of guarantee; and  agrees that failure by a process agent to notify the undersigned of the process will not invalidate the proceedings concerned.  The undersigned represents and warrants that this letter of guarantee is a commercial act and that the undersigned is not entitled to claim immunity from legal proceedings with respect to itself or any of its properties or assets on the grounds of sovereignty or otherwise under any law. To the extent that the undersigned or any of its properties or assets has or hereafter may acquire any right to immunity from set-off, legal proceedings, attachment prior to judgment, other attachment or execution of judgment on the grounds of sovereignty or otherwise, the undersigned for itself and its properties and other assets hereby irrevocably waives such right to immunity in respect of its obligations under this letter of guarantee.  After this letter of guarantee shall have expired as aforesaid, you will return the same to the undersigned without any request from the undersigned.  IN WITNESS WHEREOF,the undersigned has caused this letter of guarantee to be executed and delivered by its duly authorised representative on the day and year above written.  Yours very truly,for and on behalf ofDANAOS CORPORATION.ByName:Title :for and on behalf of


AGREEMENT This
  Agreement is made on this 27th day of September 2010 by and between: (1)
  MEGACARRIER (N0.1) CORP. (the Buyer); and (2) HYUNDAI SAMHO HEAVY
  INDUSTRIES CO., LTD. (the Builder), (hereinafter the parties referred to
  individually as the Party and collectively as the Parties), to amend and
  supplement the Contract as defined hereinafter. WHEREAS: A. The Buyer and the
  Builder entered into a shipbuilding contract on 28 September, 2007 as amended
  and supplemented from time to time (the Contract) for the construction and
  sale of one (1) 12,600 TEU class container carrier, having the Builders Hull
  No S456 (the Vessel). B. The Buyer desires to postpone part of the final
  instalment of the Contract Price (as that term is defined in the Contract)
  until after delivery of the Vessel. C. The Buyer is willing to execute and
  deliver to the Builder the Mortgage, Assignment and the Time Charter
  Assignment (each as hereinafter defined) in respect of the Vessel as security
  for the payment of the postponed part of the final instalment referred to in
  Recital (B) above. D. Danaos Corporation (the Guarantor) is willing to
  execute and deliver to the Builder the Letter of Guarantee (as hereinafter
  defined) guaranteeing the payment of the postponed part of the final
  instalment referred to in Recital (B) above. E. The Builder is willing to
  agree to such deferral of part of the final instalment upon the terms and
  conditions herein below. NOW, THEREFORE, for good and valuable consideration
  the Parties hereby agree to enter into this AGREEMENT on the following terms
  and conditions. 1 DEFINITIONS Assignment has the meaning given in Clause
  3.4. Business Day means a day (other than a Saturday or Sunday) on which
  banks are open for general business in London, New York, Athens and Seoul.
  Delivery Instalment has the meaning given in Clause 2.1. Delivery
  Instalment Due Date has the meaning given in Clause 2.2. Due Date means
  the Delivery Instalment Due Date and any Post Delivery Instalment Due Date
  and in the plural means both of them. Event of Default has the meaning
  given in Clause 8. First Loan means the Loan made or to be made available
  to, amongst others, the Buyer by the First Mortgagee in respect of (inter
  alia) the Vessel.


First
  Mortgagee means the agent that the lenders, Deutsche Schiffsbank
  Aktiengesellschaft, Credit Suisse AG, Emporiki Bank of Greece S.A., and
  Deutsche Bank AG Filiale Deutschlandgeschaft, will appoint. First Security
  means (i) the first preferred Liberian mortgage over the Vessel in
  favour of the First Mortgagee and (ii) the first priority assignment of
  the earnings, insurance and requisition compensation relating to the Vessel
  in favour of the First Mortgagee. Intercreditor Deed means the
  intercreditor deed between the First Mortgagee and the Builder under which
  the Post Delivery Instalment shall rank behind the claims of the First
  Mortgagee under the First Loan entered into or to be entered into between
  (inter alia) the First Mortgagee and the Buyer providing (inter alia) for the
  First Security. Letter of Guarantee has the meaning given in Clause 3.2.
  Mortgage has the meaning given in Clause 3.3. Post Delivery Instalment
  has the meaning given in Clause 2.1. Post Delivery Instalment Due Date has
  the meaning given in Clause 2.3. Promissory Note has the meaning given in
  Clause 3.1. Second Security means the Mortgage, the Assignment and the Time
  Charter Assignment. Tax means any tax (other than tax on the overall income
  of the Builder, levy, impost, duty or other charge or withholding of a
  similar nature (including any penalty or interest payable in connection with
  any failure to pay or any delay in paying any of the same). Tax Deduction
  means a deduction or withholding for or on account of Tax from a payment under
  a Transaction Document except for those imposed in Korea upon the payment of
  the Post Delivery Instalment. Time Charterer means Hyundai Merchant Marine
  Co., Ltd of Korea. Time Charter means the time charter dated 18
  October 2007 as amended by addendum no. 1 and addendum no. 2 between the
  Buyer and the Time Charterer. Time Charter Assignment has the meaning given
  in clause 3.5. Total Loss means: (a) actual, constructive,
  compromised, agreed or arranged total loss of the Vessel; (b) requisition for
  title or other compulsory acquisition of the Vessel otherwise than by
  requisition for hire; (c) capture, seizure, arrest, detention, or
  confiscation of the Vessel by any person, governmental authority or
  government or by persons acting or purporting to act on behalf of any
  government or any other person which deprives the Buyer of the use of the
  Vessel for 90 days or more after that occurrence; and (d) requisition
  for hire of the Vessel by any government or by persons acting or purporting
  to act on behalf of any government which deprives the Buyer of the use of the
  Vessel for a period of 90 days or more. Transaction Documents means the
  Contract, this Agreement, the Second Security, the Promissory Notes, the
  Letter of Guarantee, the Time Charter Assignment and the Intercreditor Deed.


2 POSTPONEMENT
  OF PAYMENT OF INSTALMENTS 2.1 The final instalment of the Contract Price
  under the Contract will be payable by the Buyer as the delivery instalment
  (the Delivery Instalment) and the post delivery instalment (the Post
  Delivery Instalment). 2.2 The Delivery Instalment in the sum of U.S. Dollars
  Fifty Eight Million Four Hundred and Twenty Seven Thousand Two Hundred and
  Eighty (US$ 58,427,280) plus any increase or minus any decrease due to
  modifications and/or adjustment, if any, to the Contract Price under Articles
  III and V of the Contract arising prior to delivery of the Vessel shall be
  paid by the Buyer on the delivery of the Vessel which is scheduled on
  February 10, 2012 or such later date as is permissible pursuant to the
  Contract (the Delivery Instalment Due Date). 2.3 The Post Delivery
  Instalment amounting to U.S. Dollars Twenty Five Million Thirty Thousand
  Seven Hundred and Twenty (US$25,030,720) shall be paid over a period of four
  (4) years from the actual delivery of the Vessel in seven (7) equal
  instalments the first due date being 10 February 2013 and the remaining
  six instalments payable semi-annually thereafter as listed in Table 1. (each
  a Post Delivery Instalment Due Date). Interest shall accrue at the rate of
  eight per cent (8%) per annum on all of the outstanding balance of the Post
  Delivery Instalment which shall be paid by the Buyer semi-annually the first
  due date being 10 August 2012 and at six month intervals thereafter as
  listed in Table 1. The rate of interest shall be increased to ten per cent
  (10%) per annum in the event of default. <Repayment schedule for the Post
  Delivery Instalment based on the the delivery of the Vessel on
  February 10, 2011> Table 1 Instalment Post Delivery Instalment Due
  Date Principal(A) Interest (B) Total (A+B) 10-Aug-12 - $1,012,353 $1,012,353
  1st 10-Feb-13 $3,575,817 $1,023,478 $4,599,295 2nd 10-Aug-13 $3,575,817
  $862,963 $4,438,780 3rd 10-Feb-14 $3,575,817 $731,055 $4,306,872 4th
  10-Aug-14 $3,575,817 $575,309 $4,151,126 5th 10-Feb-15 $3,575,817 $438,633
  $4,014,450 6th 10-Aug-15 $3,575,817 $287,654 $3,863,471 7th 10-Feb-16
  $3,575,818 $146,211 $3,722,029 TOTAL $25,030,720 $5,077,656 $30,108,376 The
  figures in above Table 1 shall be adjusted in accordance with Clause 2.3 if
  the actual delivery of the Vessel is other than February 10, 2012.


2.4 It is
  understood and agreed by the Builder and the Buyer that no payments to be
  made by the Buyer pursuant to this Clause 2 shall be delayed or withheld by
  the Buyer due to any dispute or disagreement of whatsoever nature arising
  between the Builder and the Buyer. If a Due Date would otherwise fall on a
  day which is not a Business Day, that Due Date will instead be on the next
  Business Day in that calendar month (if there is one) or the preceding
  Business Day (if there is not). 2.5 The Buyer shall make all payments without
  any Tax Deduction, unless a Tax Deduction is required by law. 2.6 If a Tax
  Deduction is required by law to be made by the Buyer, the amount of the payment
  due from the Buyer shall be increased to an amount which (after making any
  Tax Deduction) leaves an amount equal to the payment which would have been
  due if no Tax Deduction had been required. 2.7 The Buyer may at any time, if
  it gives the Builder not less than 15 days prior notice, prepay the whole or
  part of the Post Delivery Instalment, but if in part then the Buyer shall
  state which of the Promissory Notes is to be prepaid and such Promissory Note
  shall be prepaid in full and not in part. Any prepayment shall be made
  together with accrued interest. 2.8 Article X. 8 of the Contract shall
  be amended and shall hereafter be read so that at the end of the first
  paragraph the following wording is inserted:- In the event that the BUYER
  pays to the BUILDER any amount in excess of the pre-delivery instalments, the
  BUILDER will procure that Wood Bank of Korea will amend its letter of
  guarantee (or arrange for the issue of a replacement) so as to include such
  excess amount. 3 SECURITIES TO BE FURNISHED BY THE BUYER As a condition
  precedent to the effectiveness of this Agreement the Buyer shall furnish the
  Builder with securities as follows upon the delivery of the Vessel. 3.1
  Promissory Notes The Buyer shall execute and deliver to the Builder seven (7) promissory
  notes (each individually a Promissory Note and collectively the Promissory
  Notes) as follows: (a) Each Promissory Note shall relate to an instalment
  under the Post Delivery Instalment and shall be for a payment of an amount of
  principal (A) and interest (B) as listed in Table 1 next to the
  corresponding instalment to which that Promissory Note relates. (b) Each
  Promissory Note shall be in the form annexed hereto as Exhibit A. 3.2
  Letter of Guarantee The Buyer shall furnish the Builder with an unconditional
  letter of guarantee, being in the form annexed hereto as Exhibit B and
  in respect of each Promissory Note issued by the Buyer (each individually a
  Letter of Guarantee and collectively the Letters of Guarantee) each such
  Letter of Guarantee to be duly executed and delivered by the Guarantor
  guaranteeing the payment by the Buyer of the principal sums and interest
  specified in the relevant Promissory Note.


3.3 Second
  Preferred Mortgage on the Vessel The Buyer shall execute and deliver to the
  Builder a second preferred Liberian mortgage over the Vessel in the maximum
  principal amount of US$32,539,936 in form and substance satisfactory to the
  Builder (the Mortgage) as security for (i) the Buyers obligations
  under the Promissory Notes and (ii) the obligations of the Buyer under
  this Agreement. 3.4 Second Priority Assignment The Buyer shall execute and
  deliver to the Builder a second priority assignment of its interests in the
  earnings, insurances and requisition compensation of the Vessel in form and
  substance satisfactory to the Builder (the Assignment) as security for
  (1) the Buyers obligations under the Promissory Notes and (ii) the
  obligations of the Buyer under this Agreement. 3.5 Time Charter Assignment
  The Buyer shall execute and deliver to the Builder a second priority
  assignment of its interests in the Time Charter of the Vessel in form and
  substance satisfactory to the Builder (the Time Charter Assignment) as
  security for (i) the Buyers obligations under the Promissory Notes and
  (ii) the obligations of the Buyer under this Agreement. 4 OTHER
  CONDITIONS PRECEDENT The Buyer shall, on or prior to delivery of the Vessel,
  provide the following to the Builder: 4.1 satisfactory evidence that the
  earnings, insurance and requisition compensation of the Vessel are free from
  encumbrances other than the First Security. 4.2 satisfactory evidence that
  the Vessel is insured and classed as provided by the terms of the Mortgage
  and that the Mortgage is duly registered on the Liberian Ship Register; 4.3
  certified true copies of the constitutional documents of the Buyer and the
  Guarantor together with certified true copies of board resolutions of the
  Buyer and certified extract of the standing resolutions of the Guarantor and
  a power of attorney authorising the execution of this Agreement, the Second
  Security, the Promissory Notes and the Letters of Guarantee and to which the
  Buyer and the Guarantor is, or will be a party; 4.4 certified true copies of
  all licenses, consents or approvals which may be required by the Buyer or the
  Guarantor in connection with the execution and validity and enforceability of
  any of the documents to which they are a party; 4.5 originals or certified
  true copies from the Buyers and the Guarantors agents for receipt of service
  and proceedings accepting their appointment under each of the documents in
  which they are to be appointed as agents; 4.6 the Intercreditor Deed duly
  signed; 4.7 satisfactory legal opinions addressed to the Builder on matters
  of Liberian and Marshall Islands law relating to the due execution of all
  documents by the Buyer and the Guarantor and


the validity of
  this Agreement, the Promissory Notes, the Letter of Guarantee and all of the
  Second Security executed in favour of the Builder. 5 DEFAULT INTEREST If the
  Builder does not receive on the due date any sum due from the Buyer under
  this Agreement (or any other agreement entered into by the Buyer in
  connection with this Agreement), the Buyer shall on demand pay interest on
  such sum from and including the due date to the date of actual payment (as
  well as before judgment) at the rate per annum of ten per cent (10%). 6
  CALCULATION OF INTEREST All payments of interest hereunder shall accrue from
  day-to-day and shall be calculated on the basis of the actual number of days
  elapsed in a three hundred and sixty (360) day year. 7 GENERAL UNDERTAKINGS
  The Buyer further undertakes that, throughout the period from the date hereof
  until the full amount of the Delivery Instalment and Post Delivery Instalment
  together with accrued interest thereon has been paid to the Builder: 7.1 it
  will ensure that at all times the claims of the Builder against it under this
  Agreement rank at least pari passu with the claims of all its other unsecured
  creditors save those whose claims are preferred by any bankruptcy, insolvency
  or other similar laws of general application; 7.2 it will ensure that at all
  times the insured value of the Vessel in the hull and machinery policies
  shall in no event be less than one hundred and twenty five per cent (125%)
  of, the contract price under the Contract; the Buyer will (i) upon the
  Builders written request provide the Builder with copies of the said
  insurance policies; and (ii) notify the Builder promptly and in writing
  of any changes to the insured value of the Vessel whether made pursuant to
  this undertaking or otherwise; 7.3 it shall procure that the interest of the
  Builder shall be endorsed on the relevant hull and machinery policy by
  incorporation of a loss payable clause (in a form agreed by the Builder) and
  notice of assignment of insurances signed by the Buyer and that the Builder
  shall be furnished with proforma copies thereof and a letter of undertaking
  in such form as is customary; 7.4 it shall procure that the interest of the
  Builder shall be endorsed on the Certificate of Entry or policy of the
  protection and indemnity and/or war risks association by incorporation of a
  loss payable clause (in a form agreed by the Builder) and notice of
  assignment of insurances signed by the Buyer and that the Builder shall be
  furnished with a copy of the certificate of entry or policy and a letter of
  undertaking in such form as is customary by the P&I association; 7.5 it
  shall ensure that the earnings, insurances and requisition compensation of
  the Vessel are free from encumbrances other than the First Security and
  Second Security; 7.6 it shall not create or permit to subsist any mortgage,
  charge, pledge, lien or other security interest securing any obligation of
  any person or any other agreement or arrangement having a similar effect over
  any of its assets other than the First Security and Second Security and liens
  arising a in the ordinary course of business or by operation of law.


8 EVENTS OF
  DEFAULT Each of the following events shall constitute an event of default
  (each an Event of Default) (whether such event shall occur or come about
  voluntarily or involuntarily or by operation of law or regulation or pursuant
  to, or in compliance with, any judgment, decree or order of any court or
  other authority): 8.1 The Buyer fails to pay any amount (whether in respect
  of principal, interest or otherwise) due and payable by the Buyer to the
  Builder under this Agreement or any of the Promissory Notes on the due date
  and such failure is not remedied within 15 days; or 8.2 the Buyer or the
  Guarantor defaults in the due performance and discharge of any of its other
  duties or liabilities under this Agreement or the Transaction Documents to
  which it is a party unless such failure, in the Builders opinion, is capable
  of remedy and is remedied within 30 days of such failure; or 8.3 any order
  shall be made by any competent court or other competent authority or a
  resolution shall be passed by the Buyer or the Guarantor, for the appointment
  of a liquidator of, or otherwise for the winding-up or dissolution of the
  Buyer or the Guarantor, except for the purpose of amalgamation or
  re-organisation (not involving or arising out of insolvency) the terms of
  which shall have received the prior written approval of the Builder; or 8.4
  an administrator, receiver, administrative receiver, manager, trustee or
  similar official is appointed (and such appointment is not cancelled or
  withdrawn within 30 days) for all or a part of the assets and undertaking of
  the Buyer having a value of at least $500,000 or the Guarantor having a value
  of at least $5,000,000; or 8.5 it becomes unlawful for the Buyer or the
  Guarantor to perform and discharge any of its duties and liabilities
  contained in this Agreement and/or the Transaction Documents to which it is a
  party or for the Builder to exercise any of its rights and powers under this
  Agreement and/or the Transaction Documents; or 8.6 anything is done or
  omitted to be done by the Buyer or the Guarantor which materially prejudices
  the security under the second security and has not been cured within 30 days
  of the builder giving notice thereof to the Buyer; or 8.7 the First Loan is
  declared due and payable prior to its stated maturity by reason of an event
  of default (howsoever defined), or 8.8 an event of default occurs under the
  Shipbuilding Contract as amended in respect of Hull No. S457. 9 POWERS ON
  DEFAULT 9.1 Upon the occurrence of an Event of Default, the Builder may, by
  notice to the Buyer, declare that the Post Delivery Instalment together with
  accrued interest is either immediately due and payable or payable on demand,
  whereupon the Post Delivery Instalment together with accrued interest shall
  become immediately due and payable or (as the case may be) payable on demand
  being made by the Builder. 9.2 in addition the Builder may take any other
  action, exercise any other right or pursue any other remedy conferred upon
  the Builder by this Agreement and/or the Transaction Documents or by any
  applicable law or regulation or otherwise as a consequence of such Event of
  Default.


9.3 Save for
  the amendments contained herein, all other terms and conditions of the
  Contract shall remain valid and in full force. 9.4 The Builders rights under
  this Clause are subject to the provisions of the lntercreditor Deed. 10 TOTAL
  LOSS Following the occurrence of a Total Loss with respect to the Vessel, the
  Post Delivery Instalment together with accrued interest on the Post Delivery
  Instalment shall become due and payable on the earlier of (i) 120 days
  after such Total Loss has occurred or is deemed to have occurred, and
  (ii) the day on which insurance proceeds or other compensation monies in
  respect of the Total Loss have been received by the party entitled thereto.
  11 [NOT USED] 12 COSTS AND EXPENSES The Buyer shall promptly on demand pay
  the Builder the amount of all costs and expenses (including legal fees)
  reasonably incurred by the Builder in connection with the negotiation,
  preparation, printing and execution of this Agreement and any other documents
  referred to in this Agreement; and any other documents executed after the
  date of this Agreement. 13 CONFIDENTIALITY This Agreement shall be kept
  strictly private and confidential and shall not be disclosed to any other
  third party. Notwithstanding the foregoing, disclosure is permitted
  (i) to the Buyers and Guarantors financiers and potential financiers,
  (ii) to the Buyers and Guarantors shareholders and affiliates,
  (iii) to Buyers and Guarantors legal and financial advisers and
  (iv) as may be required by law (including by virtue of rules and
  regulations of any securities exchange authorities). 14 ENTIRE AGREEMENT This
  Agreement shall constitute an integral part of the Contract and shall
  constitute the only and entire agreement between the Parties with respect to
  the subject matter hereof and unless otherwise expressly agreed between the
  Parties, all other agreements, oral or written, made and entered into between
  the Parties prior to the execution of this Agreement shall be null and void.
  15 ENFORCEMENT AND JURISDICTION This Agreement and any non-contractual
  obligations arising in connection with this Agreement is governed by and
  construed in accordance with English law. 15.1 The High Court in London
  England has exclusive jurisdiction to settle any dispute arising out of or in
  connection with this Agreement (including a dispute regarding the existence,
  validity or termination of this Agreement) (a Dispute). 15.2 The Parties
  agree that the High Court in London England is the most appropriate and
  convenient court to settle Disputes and accordingly no Party will argue to
  the contrary. 15.3 Clause 15.2 is for the benefit of the Builder only. As a
  result, the Builder shall not be prevented from taking proceedings relating
  to a Dispute in any other courts with jurisdiction.


15.4 To the
  extent allowed by law, the Builder may take concurrent proceedings in any
  number of jurisdictions. 15.5 Without prejudice to any other mode of service
  allowed under any relevant law, the Buyer: 15.5.1 irrevocably appoints Danaos
  Management Consultants whose registered office is at 4 Staples Inn, Holborn,
  London WC1V 7QU as its agent for service of process in relation to any
  proceedings before the English courts in connection with this Agreement or
  any Transaction Document; and 15.5.2 agree that failure by a process agent to
  notify any Buyer of the process will not invalidate the proceedings
  concerned. IN WITNESS WHEREOF, the Parties have caused this Agreement to be
  duly executed on the day and year first above written. SIGNATURES For and on
  behalf of MEGACARRIER (NO. 1) CORP . By : Name : [ILLEGIBLE] Title : Attorney-in-fact
  In witness : M. Papanicolaou MICHALIS PAPANICOLAOU ATTORNEY AT LAW DANAOS
  SHIPPING CO., LTD. 14, AKTI KONDYLI 118 52 PIRAEUS For and on behalf of
  HYUNDAI SAMHO HEAVY INDUSTRIES CO., LTD. By : Name : E.C. HAN Title :
  ATTORNEY -IN- FACT


EXHIBIT A
  PROMISSORY NOTE NO. US$ Date: 20 For value received, Megacarrier (No. 1)
  Corp. a corporation duly organized and existing under the laws of Liberia
  having its registered office at 80 Broad Street, Monrovia, Liberia hereby
  unconditionally promises to pay on to Hyundai Samho Heavy Industries
  Co., Ltd. or its nominee or its assignees, or any other holder hereof
  from time to time or its order the principal sum of US$ only, and to pay
  interest on the said principal sum from and including [·] at the rate of eight per cent (8%) per annum, the first
  payment of interest to be due and payable on [·] and thereafter payable semi-annually on the [·] and on the [·] of each and every year, until maturity (whether by
  acceleration or otherwise) and thereafter at the rate of ten per cent (10%)
  per annum until the principal sum and the interest thereon are fully paid.
  Interest shall be calculated on the basis of the actual days elapsed and a
  year of three hundred sixty (360) days. Both principal and interest shall be
  payable in United States Dollars in immediately available funds at the
  account of the [Korea Exchange Bank, Seoul, Korea] (Account No. [·]) with JP Morgan Chase Bank, New York, U.S.A.] without any
  deduction or withholding for or on account of any present or future taxes or
  other charges. If the maker of this note is required to make any such
  deduction or withholding from any payment hereunder, the maker shall pay such
  additional amount as may be necessary in order that the actual amount
  received after deduction or withholding shall be equal to the amount that
  would have been received if such deduction or withholding were not required.
  This note is one of a series of seven (7) promissory notes in the
  aggregate principal amount of US$ [ ] of like form and tenor except their
  respective numbers, principal amounts and dates of maturity (together the
  Series Notes). Each of said notes is secured by a letter of guarantee
  issued by DANAOS CORPORATION a corporation duly organized and existing under
  the laws of [ ] having its registered office at [ ]. In the event of a
  default in the payment of the principal when the same shall become due and
  payable, then interest at the rate of ten per cent (10%) per annum on the
  principal and any accrued interest from the due date to the date of payment
  shall be due and payable together with the principal and accrued interest. In
  the event default shall be made in the payment of the principal or interest
  on this note, or in the payment of the principal of or interest on any of the
  other Series Notes, as and when the same shall become due and payable
  and such default shall continue for a period of fifteen (15) days, the holder
  of this note may at its option declare the principal of and accrued interest
  on this note to be forthwith due and payable, whereupon the same shall be
  forthwith due and payable, and the holder hereof shall have the other
  remedies herein or by law provided. The maker of this note may, if it gives
  the holder not less than fifteen (15) days prior notice, prepay the whole of
  this note by payment of the principal hereof together with accrued interest
  hereon to and including the date of prepayment, provided, however that there
  shall be no default in payment of principal or interest on this note or on
  any of the other Series Notes as of the date of such prepayment:


This note may
  be transferred or assigned by the holder of this note to any bank with the
  prior notice to the maker. The maker unconditionally agrees to promptly pay
  to and reimburse the holder hereof on demand any and all reasonable costs and
  expenses including, without limitation to, reasonable attorneys fees
  incidental to the enforcement or attempted enforcement of this note. The
  holder of this note shall be under no obligation to make presentment,
  protest, demand or notice of any kind whatsoever for the payment of this
  note. The maker and the endorsers of this note hereby waive the right to
  interpose any defense, set-off or counterclaim of any nature or description
  in any action or proceeding arising on, out of, under or by reason of this
  note. The maker hereby authorizes and empowers the holder of this note to
  acknowledge on the makers behalf by endorsement the receipt of the payment
  or prepayment of the principal sum or interest thereon. Upon full payment of
  all sums payable on this note and the other Series Notes, the holder of
  this note shall immediately return this note to the maker with such
  endorsement to the effect that this note has been fully paid. This note and
  any non-contractual obligations arising in connection with this note shall be
  governed by and construed in accordance with the laws of England. The maker
  and the endorsers hereby consent to any legal action or proceeding in
  relation to this note being brought in the High Court in London, England and
  hereby irrevocably waives any immunity from suit, attachment, (before or
  after judgment) or execution on a judgment to which they or their property
  may be entitled. The maker and the endorsers hereby irrevocably submit to the
  exclusive jurisdiction of the courts of England. Without prejudice to any
  other mode of service allowed under any relevant law, the undersigned:
  irrevocably appoints [ ] whose registered office is at [ ] as its agent for
  service of process in relation to any proceedings before the High Court in
  London, England in connection with this note; and agrees that failure by a
  process agent to notify the undersigned of the process will not invalidate the
  proceedings concerned. The maker hereby certifies and declares that all acts,
  conditions and things required to be done and performed and to have happened
  precedent to the creation and issuance of this note, and to constitute this
  note the valid obligation of the maker in accordance with its terms, have
  been done and performed and have happened in due and strict compliance with
  all applicable laws and regulation. IN WITNESS WHEREOF, the undersigned has
  caused this note be signed in its corporate name by its representative
  thereunto duly authorized on the day and year first above written.


For and on
  behalf of MEGACARRIER (NO. 1) CORP. BY Name : Title :


EXHIBIT B
  Date: 20 Hyundai Samho Heavy Industries Co., Ltd. 1700, Yongdang-Ri,
  Samho-Eup, Youngam-Gun, Chollanam-Do, KOREA LETTER OF GUARANTEE NO. Gentlemen
  : In consideration of your completing and delivering one (1) 12,600 TEU
  Class Container Carrier, your Hull No. 456 (hereinafter called the
  Vessel), to MEGACARR1ER (NO. 1) CORP. (hereinafter called the Buyer), on
  deferred payment basis, under a certain shipbuilding Contract dated 28
  September 2007, as amended, entered into by and between you and the
  Buyer, the undersigned, as primary obligor and not as surety merely, does
  hereby irrevocably, absolutely and unconditionally guarantee jointly and
  severally the due and punctual payment (whether at the stated maturity, by
  acceleration or otherwise) by the Buyer of the promissory note No. in the
  principal amount of US$ to be due and payable on to be issued by the Buyer to
  the order of yourself upon delivery of the Vessel pursuant to the said
  shipbuilding Contract, and also guarantee the due and punctual payment by the
  Buyer of interest on this promissory note No. the first payment of interest
  to be due and payable on [ ] and thereafter payable semi-annually, at the
  rate of eight per cent (8%) per annum until maturity (by acceleration or
  otherwise) and thereafter at the rate of ten per cent (10%) per annum until
  full payment. Interest shall be calculated on the basis of the actual days
  elapsed and a year of three hundred sixty (360) days. The undersigned hereby
  waives the right to interpose any defense, set-off or counter-claim of any
  nature or description in any action or proceedings arising on, out of, under
  or by reason of the notes or this letter of guarantee or said shipbuilding
  Contract. The Promissory Note No. is one of a series of (7) Promissory
  Notes in the aggregate principal amount of US$ [ ] In the event that the
  Buyer fails to pay the said Promissory Note and/or interest thereon on the
  maturity date (by acceleration or otherwise) in accordance with the terms of
  the said promissory notes, the undersigned will pay to you the amounts due
  immediately upon receipt by us of written demand from you including a
  statement that the Buyer is in default of payment of the said promissory
  notes and/or interest thereon, without requesting you to take any or further
  procedure or step against the Buyer or with respect to the promissory notes
  and/or interest thereon, together with default interest on any such amounts
  demanded by you as aforesaid from the due date thereof until the payment in
  full of such amounts at the rate of ten per cent (10%) per annum payable in
  accordance with the terms of the said promissory notes and any and all
  reasonable costs and expenses including, without limitation, reasonable
  attorneys fees incidental to the enforcement or attempted enforcement of
  this guarantee. The undersigned hereby consents to any renewals, changes,
  extensions or partial payments of the promissory notes or the indebtedness
  for which they are given without prior notice to us, and consents that no
  such renewals, changes, extensions or partial payments shall discharge any
  party to the promissory note or us from any liability thereon or hereon in
  whole or in part (other than to the extent of any such partial prepayment).


The undersigned
  hereby agrees that this guarantee and undertaking hereunder shall be
  assignable to and shall inure to the benefit of the holder of the promissory
  note No. as if each of them was originally named herein. The payment by the
  undersigned under this guarantee shall be made in United States Dollars in
  immediately available funds by telegraphic transfer to the account of the
  [Korea Exchange Bank, Seoul, Korea.] (Account No. []) with [JP Morgan
  Chase Bank, New York, U.S.A.] in favour of you or your assignee without
  deduction, withholding or set-off. In the event that any deduction or
  withholding is imposed on any payment to be made hereunder by law or by any
  taxing authority, the undersigned agrees to pay such additional amount as may
  be necessary in order that the actual amount received after deduction or
  withholding shall be equal to the amount that would have been received if
  such deduction or withholding were not required after allowance for any
  increase in taxes or charges payable by virtue of the receipt of such
  additional amount. This letter of guarantee shall come into full force and
  effect upon delivery of the Vessel by you to the Buyer and shall continue in
  force and effect until the full payment of the promissory note No. and
  interest thereon whichever occurs last. The obligation of the undersigned
  hereunder is joint and several with any other guarantee or security and
  absolute and unconditional irrespective of any legal limitation, disability,
  incapacity or other circumstance relating to the Buyer or any other person,
  or any amendment or supplement to the said shipbuilding Contract, the
  promissory notes or any other document, instrument or agreement contemplated
  therein or of the genuineness, legality, validity, regularity or
  enforceability of the said shipbuilding Contract, the Promissory Notes or any
  other documents, instruments or agreements contemplated therein. This shall be
  a continuing guarantee and shall cover and secure any ultimate balance owing
  under the promissory note No. but you shall not be obliged to exhaust
  your recourse against the Buyer or the securities which you may hold before
  being entitled to payment from the undersigned of the obligation hereby
  guaranteed. The undersigned hereby represents and warrants that (A) the
  undersigned is a company duly organised and validly existing and in full
  compliance with the laws of the [ ] and has full legal right, power and
  authority to execute this letter of guarantee and to perform its obligations
  hereunder, (B) it has taken all appropriate and necessary corporate
  action to authorize the issuance of this letter of guarantee and the
  performance by it of its obligations hereunder, (C) the execution,
  delivery and performance of this letter of guarantee and the covenants herein
  contained will not violate or contravene any provisions of any applicable
  treaty, law or regulation or any judgment order or decree of any court, or
  governmental agency, or violate or result in breach of its constitutional
  documents, (D) this letter of guarantee constitutes the legal, valid and
  binding obligations of the undersigned enforceable in accordance with its
  terms subject to overriding principles, if any, of insolvency law, and
  (E) it has obtained all necessary consents, licenses, approvals, and
  authorisations, and registrations or declarations, with any governmental
  authority required in connection with the validity and enforceability of its
  guarantee and the same are in full force and effect. This letter of guarantee
  and any non-contractual obligations arising in connection with this letter of
  guarantee shall be governed by and construed in accordance with the laws of
  England. The undersigned hereby irrevocably consents that any legal action or
  proceeding against the undersigned, or any of its property, with respect to
  this letter of guarantee may be brought in the High Court in London, England,
  and by execution and delivery of this letter of guarantee the undersigned
  hereby accepts in regard to any such action or proceeding, for itself and in
  respect of its property, generally and unconditionally the exclusive
  jurisdiction of the aforesaid court.


Notwithstanding
  anything to the contrary contained in this letter of guarantee or any of the
  documents executed as security therefore, the agreement, obligations and
  liabilities of the undersigned herein contained are joint and several and
  shall be construed accordingly. The undersigned agrees and consents to be
  bound by this letter of guarantee notwithstanding that this letter of
  guarantee may be invalid or unenforceable against the undersigned, whether or
  not the deficiency is known to yourself. You shall be at liberty to release
  the undersigned from this letter of guarantee and to compound with or
  otherwise vary or agree to vary the liability or to grant time and indulgence
  to make other arrangements with the undersigned without prejudicing or
  affecting the rights and remedies of yourself against the other undersigned.
  Without prejudice to any other mode of service allowed under any relevant
  law, the undersigned irrevocably appoints [ ] whose registered office is at [
  ] as its agent for service of process in relation to any proceedings before
  the High Court in London, England in connection with this letter of
  guarantee; and agrees that failure by a process agent to notify the
  undersigned of the process will not invalidate the proceedings concerned. The
  undersigned represents and warrants that this letter of guarantee is a
  commercial act and that the undersigned is not entitled to claim immunity
  from legal proceedings with respect to itself or any of its properties or
  assets on the grounds of sovereignty or otherwise under any law. To the
  extent that the undersigned or any of its properties or assets has or
  hereafter may acquire any right to immunity from set-off, legal proceedings,
  attachment prior to judgment, other attachment or execution of judgment on
  the grounds of sovereignty or otherwise, the undersigned for itself and its
  properties and other assets hereby irrevocably waives such right to immunity
  in respect of its obligations under this letter of guarantee. After this
  letter of guarantee shall have expired as aforesaid, you will return the same
  to the undersigned without any request from the undersigned. IN WITNESS
  WHEREOF, the undersigned has caused this letter of guarantee to be executed
  and delivered by its duly authorised representative on the day and year above
  written. Yours very truly, for and on behalf of DANAOS CORPORATION. By Name:
  Title : for and on behalf of


AGREEMENT This
  Agreement is made on this 27th day of September 2010 by and between: (1) MEGACARRIER
  (NO.2) CORP. (the Buyer); and (2) HYUNDAI SAMHO HEAVY INDUSTRIES CO., LTD.
  (the Builder), (hereinafter the parties referred to individually as the Party
  and collectively as the Parties), to amend and supplement the Contract as
  defined hereinafter. WHEREAS: A. The Buyer and the Builder entered into a
  shipbuilding contract on 28 September, 2007 as amended and supplemented from
  time to time (the Contract) for the construction and sale of one (1) 12,600
  TEU class container carrier, having the Builders Hull No S457 (the
  Vessel). B. The Buyer desires to postpone part of the final instalment of
  the Contract Price (as that term is defined in the Contract) until after
  delivery of the Vessel. C. The Buyer is willing to execute and deliver to the
  Builder the Mortgage, Assignment and the Time Charter Assignment (each as
  hereinafter defined) in respect of the Vessel as security for the payment of
  the postponed part of the final instalment referred to in Recital (B) above.
  D. Danaos Corporation (the Guarantor) is willing to execute and deliver to
  the Builder the Letter of Guarantee (as hereinafter defined) guaranteeing the
  payment of the postponed part of the final instalment referred to in Recital
  (B) above. E. The Builder is willing to agree to such deferral of part of the
  final instalment upon the terms and conditions herein below. NOW, THEREFORE,
  for good and valuable consideration the Parties hereby agree to enter into
  this AGREEMENT on the following terms and conditions. DEFINITIONS
  Assignment has the meaning given in Clause 3.4. Business Day means a day
  (other than a Saturday or Sunday) on which banks are open for general
  business in London, New York Athens and Seoul. Delivery Instalment has the
  meaning given in Clause 2.1. Delivery Instalment Due Date has the meaning
  given in Clause 2.2. Due Date means the Delivery Instalment Due Date and
  any Post Delivery Instalment Due Date and in the plural means both of them.
  Event of Default has the meaning given in Clause 8. First Loan means the
  Loan made or to be made available to, amongst others, the Buyer by the First
  Mortgagee in respect of (inter alia) the Vessel.


First
  Mortgagee means the agent that the lenders, Deutsche Schiffsbank
  Aktiengesellschaft, Credit Suisse AG, Emporiki Bank of Greece S.A., and
  Deutsche Bank AG Filiale Deutschlandgeschaft, will appoint. First Security
  means (i) the first preferred Liberian mortgage over the Vessel in favour of
  the First Mortgagee and (ii) the first priority assignment of the earnings,
  insurance and requisition compensation relating to the Vessel in favour of
  the First Mortgagee. Intercreditor Deed means the intercreditor deed
  between the First Mortgagee and the Builder under which the Post Delivery
  Instalment shall rank behind the claims of the First Mortgagee under the
  First Loan entered into or to be entered into between (inter alia) the First
  Mortgagee and the Buyer providing (inter alia) for the First Security.
  Letter of Guarantee has the meaning given in Clause 3.2. Mortgage has the
  meaning given in Clause 3.3. Post Delivery Instalment has the meaning given
  in Clause 2.1. Post Delivery Instalment Due Date has the meaning given in
  Clause 2.3. Promissory Note has the meaning given in Clause 3.1. Second
  Security means the Mortgage, the Assignment and the Time Charter Assignment.
  Tax means any tax (other than tax on the overall income of the Builder,
  levy, impost, duty or other charge or withholding of a similar nature
  (including any penalty or interest payable in connection with any failure to
  pay or any delay in paying any of the same). Tax Deduction means a
  deduction or withholding for or on account of Tax from a payment under a Transaction
  Document except for those imposed in Korea upon the payment of the Post
  Delivery Instalment. Time Charterer means Hyundai Merchant Marine Co., Ltd
  of Korea. Time Charter means the time charter dated 18 October 2007 as
  amended by addendum no. 1 and addendum no. 2 between the Buyer and the Time
  Charterer. Time Charter Assignment has the meaning given in Clause 3.5.
  Total Loss means: (a) actual, constructive, compromised, agreed or arranged
  total loss of the Vessel; (b) requisition for title or other compulsory
  acquisition of the Vessel otherwise than by requisition for hire; (c)
  capture, seizure, arrest, detention, or confiscation of the Vessel by any
  person, governmental authority or government or by persons acting or
  purporting to act on behalf of any government or any other person which
  deprives the Buyer of the use of the Vessel for 90 days or more after that
  occurrence; and (d) requisition for hire of the Vessel by any government or
  by persons acting or purporting to act on behalf of any government which
  deprives the Buyer of the use of the Vessel for a period of 90 days or more.
  Transaction Documents means the Contract, this Agreement, the Second
  Security, the Promissory Notes, the Letter of Guarantee, the Time Charter
  Assignment and the Intercreditor Deed.


2 POSTPONEMENT
  OF PAYMENT OF INSTALMENTS 2.1 The final instalment of the Contract Price
  under the Contract will be payable by the Buyer as the delivery instalment
  (the Delivery Instalment) and the post delivery instalment (the Post
  Delivery Instalment). 2.2 The Delivery Instalment in the sum of U.S. Dollars
  Fifty Eight Million Five Hundred and Two Thousand and Thirty Five
  US$58,502,035) plus any increase or minus any decrease due to modifications
  and/or adjustment, if any, to the Contract Price under Articles III and V of
  the Contract arising prior to delivery of the Vessel shall be paid by the
  Buyer on the delivery of the Vessel which is scheduled on February 16, 2012
  or such later date as is permissible pursuant to the Contract (the Delivery
  Instalment Due Date). 2.3 The Post Delivery Instalment amounting to U.S.
  Dollars Twenty Four Million Nine Hundred and Fifty Five Thousand Nine Hundred
  and Sixty Five (US$24,955,965) shall be paid over a period of four (4) years
  from the actual delivery of the Vessel in seven (7) equal instalments the
  first due date being 16 February 2013 and the remaining six instalments
  payable semi-annually thereafter as listed in Table 1. (each a Post Delivery
  Instalment Due Date). Interest shall accrue at the rate of eight per cent
  (8%) per annum on all of the outstanding balance of the Post Delivery
  Instalment which shall be paid by the Buyer semi-annually the first due date
  being 16 August 2012 and at six month intervals thereafter as listed in Table
  1. The rate of interest shall be increased to ten per cent (10%) per annum in
  the event of default. <Repayment schedule for the Post Delivery Instalment
  based on the the delivery of the Vessel on February 16, 2012.> Table 1
  PAYMENT DUE DATE PRINCIPAL(A) INTEREST(B) TOTAL(A+B) 1st 16-Aug-12 -
  $1,009,330 $1,009,330 16-Feb-13 $3,565,137 $1,020,421 $4,585,558 2nd
  16-Aug-13 $3,565,137 $860,386 $4,425,523 3rd 16-Feb-14 $3,565,137 $728,872
  $4,294,009 4th 16-Aug-14 $3,565,137 $573,591 $4,138,728 5th 16-Feb-15 $3,565,137
  $437,323 $4,002,460 6th 16-Aug-15 $3,565,137 $286,795 $3,851,932 7th
  16-Feb-16 $3,565,143 $145,774 $3,710,917 TOTAL $24,955,965 $5,062,492
  $30,018,457 The figures in above Table 1 shall be adjusted in accordance with
  Clause 2.3 if the actual delivery of the Vessel is other than February 16,
  2012. 2.4 It is understood and agreed by the Builder and the Buyer that no
  payments to be made by the Buyer pursuant to this Clause 2 shall be delayed
  or withheld by the Buyer due to any dispute or disagreement of whatsoever
  nature arising between the Builder and the Buyer. If a Due Date would
  otherwise fall on a day which is not a Business Day, that Due Date will
  instead be on the next Business Day in that calendar month (if there is one)
  or the preceding Business Day (if there is not).


2.5 The Buyer
  shall make all payments without any Tax Deduction, unless a Tax Deduction is
  required by law. 2.6 If a Tax Deduction is required by law to be made by the
  Buyer, the amount of the payment due from the Buyer shall be increased to an
  amount which (after making any Tax Deduction) leaves an amount equal to the
  payment which would have been due if no Tax Deduction had been required. 2.7
  The Buyer may at any time, if it gives the Builder not less than 15 days
  prior notice, prepay the whole or part of the Post Delivery Instalment, but
  if in part then the Buyer shall state which of the Promissory Notes is to be
  prepaid and such Promissory Note shall be prepaid in full and not in part.
  Any prepayment shall be made together with accrued interest. 2.8 Article X. 8
  of the Contract shall be amended and shall hereafter be read so that at the
  end of the first paragraph the following wording is inserted:- In the event
  that the BUYER pays to the BUILDER any amount in excess of the pre-delivery
  instalments, the BUILDER will procure that Woori Bank of Korea will amend its
  letter of guarantee (or arrange for the issue of a replacement) so as to
  include such excess amount. 3 SECURITIES TO BE FURNISHED BY THE BUYER As a
  condition precedent to the effectiveness of this Agreement the Buyer shall
  furnish the Builder with securities as follows upon the delivery of the
  Vessel. 3.1 Promissory Notes The Buyer shall execute and deliver to the
  Builder seven (7) promissory notes (each individually a Promissory Note and
  collectively the Promissory Notes) as follows: (a) Each Promissory Note
  shall relate to an instalment under the Post Delivery Instalment and shall be
  for a payment of an amount of principal (A) and interest (B) as listed in Table
  1 next to the corresponding instalment to which that Promissory Note relates.
  (b) Each Promissory Note shall be in the form annexed hereto as Exhibit A.
  3.2 Letter of Guarantee The Buyer shall furnish the Builder with an
  unconditional letter of guarantee, being in the form annexed hereto as
  Exhibit B and in respect of each Promissory Note issued by the Buyer (each
  individually a Letter of Guarantee and collectively the Letters of
  Guarantee) each such Letter of Guarantee to be duly executed and delivered
  by the Guarantor guaranteeing the payment by the Buyer of the principal sums
  and interest specified in the relevant Promissory Note. 3.3 Second Preferred
  Mortgage on the Vessel The Buyer shall execute and deliver to the Builder a
  second preferred Liberian mortgage over the Vessel in the maximum principal
  amount of US$32,442,755 in form and substance satisfactory to the Builder
  (the Mortgage) as security for (i) the Buyers obligations under the
  Promissory Notes and (ii) the obligations of the Buyer under this Agreement.


3.4 Second
  Priority Assignment The Buyer shall execute and deliver to the Builder a
  second priority assignment of its interests in the earnings, insurances and
  requisition compensation of the Vessel in form and substance satisfactory to
  the Builder (the Assignment) as security for (i) the Buyers obligations
  under the Promissory Notes and (ii) the obligations of the Buyer under this
  Agreement. 3.5 Time Charter Assignment The Buyer shall execute and deliver to
  the Builder a second priority assignment of its interests in the Time Charter
  of the Vessel in form and substance satisfactory to the Builder (the Time
  Charter Assignment) as security for (i) the Buyers obligations under the
  Promissory Notes and (ii) the obligations of the Buyer under this Agreement.
  4 OTHER CONDITIONS PRECEDENT The Buyer shall, on or prior to delivery of the
  Vessel, provide the following to the Builder: 4.1 satisfactory evidence that
  the earnings, insurance and requisition compensation of the Vessel are free
  from encumbrances other than the First Security. 4.2 satisfactory evidence
  that the Vessel is insured and classed as provided by the terms of the
  Mortgage and that the Mortgage is duly registered on the Liberian Ship
  Register; 4.3 certified true copies of the constitutional documents of the
  Buyer and the Guarantor together with certified true copies of board
  resolutions of the Buyer and certified extract of the standing resolutions of
  the Guarantor and a power of attorney authorising the execution of this
  Agreement, the Second Security, the Promissory Notes and the Letters of
  Guarantee and to which the Buyer and the Guarantor is, or will be a party;
  4.4 certified true copies of all licenses, consents or approvals which may be
  required by the Buyer or the Guarantor in connection with the execution and
  validity and enforceability of any of the documents to which they are a
  party; 4.5 originals or certified true copies from the Buyers and the
  Guarantors agents for receipt of service and proceedings accepting their
  appointment under each of the documents in which they are to be appointed as
  agents; 4.6 the Intercreditor Deed duly signed; 4.7 satisfactory legal
  opinions addressed to the Builder on matters of Liberian and Marshall Islands
  law relating to the due execution of all documents by the Buyer and the
  Guarantor and the validity of this Agreement, the Promissory Notes, the
  Letter of Guarantee and all of the Second Security executed in favour of the
  Builder. 5 DEFAULT INTEREST If the Builder does not receive on the due date
  any sum due from the Buyer under this Agreement (or any other agreement
  entered into by the Buyer in connection with this Agreement), the Buyer shall
  on demand pay interest on such sum from and including the due


date to the date
  of actual payment (as well as before judgment) at the rate per annum of ten
  per cent (10%). 6 CALCULATION OF INTEREST All payments of interest hereunder
  shall accrue from day-to-day and shall be calculated on the basis of the
  actual number of days elapsed in a three hundred and sixty (360) day year. 7
  GENERAL UNDERTAKINGS The Buyer further undertakes that, throughout the period
  from the date hereof until the full amount of the Delivery Instalment and
  Post Delivery Instalment together with accrued interest thereon has been paid
  to the Builder: 7.1 it will ensure that at all times the claims of the
  Builder against it under this Agreement rank at least pari passu with the
  claims of all its other unsecured creditors save those whose claims are
  preferred by any bankruptcy, insolvency or other similar laws of general
  application; 7.2 it will ensure that at all times the insured value of the
  Vessel in the hull and machinery policies shall in no event be less than one
  hundred and twenty five per cent (125%) of, the contract price under the
  Contract; the Buyer will (i) upon the Builders written request provide the
  Builder with copies of the said insurance policies; and (ii) notify the
  Builder promptly and in writing of any changes to the insured value of the
  Vessel whether made pursuant to this undertaking or otherwise; 7.3 it shall
  procure that the interest of the Builder shall be endorsed on the relevant
  hull and machinery policy by incorporation of a loss payable clause (in a
  form agreed by the Builder) and notice of assignment of insurances signed by
  the Buyer and that the Builder shall be furnished with proforma copies
  thereof and a letter of undertaking in such form as is customary; 7.4 it
  shall procure that the interest of the Builder shall be endorsed on the Certificate
  of Entry or policy of the protection and indemnity and/or war risks
  association by incorporation of a loss payable clause (in a form agreed by
  the Builder) and notice of assignment of insurances signed by the Buyer and
  that the Builder shall be furnished with a copy of the certificate of entry
  or policy and a letter of undertaking in such form as is customary by the
  P&I association; 7.5 it shall ensure that the earnings, insurances and
  requisition compensation of the Vessel are free from encumbrances other than
  the First Security and Second Security; 7.6 it shall not create or permit to
  subsist any mortgage, charge, pledge, lien or other security interest
  securing any obligation of any person or any other agreement or arrangement
  having a similar effect over any of its assets other than the First Security
  and Second Security and liens arising in the ordinary course of business or
  by operation of law. 8 EVENTS OF DEFAULT Each of the following events shall
  constitute an event of default (each an Event of Default) (whether such
  event shall occur or come about voluntarily or involuntarily or by operation
  of law or regulation or pursuant to, or in compliance with, any judgment,
  decree or order of any court or other authority):


8,1 The Buyer
  fails to pay any amount (whether in respect of principal, interest or
  otherwise) due and payable by the Buyer to the Builder under this Agreement
  or any of the Promissory Notes on the due date and such failure is not
  remedied within 15 days; or 8.2 the Buyer or the Guarantor defaults in the
  due performance and discharge of any of its other duties or liabilities under
  this Agreement or the Transaction Documents to which it is a party unless
  such failure, in the Builders opinion, is capable of remedy and is remedied
  within 30 days of such failure; or 8.3 any order shall be made by any
  competent court or other competent authority or a resolution shall be passed
  by the Buyer or the Guarantor, for the appointment of a liquidator of, or
  otherwise for the winding-up or dissolution of the Buyer or the Guarantor,
  except for the purpose of amalgamation or re-organisation (not involving or
  arising out of insolvency) the terms of which shall have received the prior
  written approval of the Builder; or 8.4 an administrator, receiver,
  administrative receiver, manager, trustee or similar official is appointed
  (and such appointment is not cancelled or withdrawn within 30 days) for all
  or a part of the assets and undertaking of the Buyer having a value of at
  least $500,000 or the Guarantor having a value of at least $5,000,000; or 8.5
  it becomes unlawful for the Buyer or the Guarantor to perform and discharge
  any of its duties and liabilities contained in this Agreement and/or the
  Transaction Documents to which it is a party or for the Builder to exercise
  any of its rights and powers under this Agreement and/or the Transaction
  Documents; or 8.6 anything is done or omitted to be done by the Buyer or the
  Guarantor which materially prejudices the security under the second security
  and has not been cured within 30 days of the builder giving notice thereof to
  the Buyer; or 8.7 the First Loan is declared due and payable prior to its
  stated maturity by reason of an event of default (howsoever defined), or 8.8
  an event of default occurs under the Shipbuilding Contract as amended in
  respect of Hull No. 5456. 9 POWERS ON DEFAULT 9.1 Upon the occurrence of an
  Event of Default, the Builder may, by notice to the Buyer, declare that the
  Post Delivery Instalment together with accrued interest is either immediately
  due and payable or payable on demand, whereupon the Post Delivery Instalment
  together with accrued interest shall become immediately due and payable or
  (as the case may be) payable on demand being made by the Builder. 9.2 In
  addition the Builder may take any other action, exercise any other right or
  pursue any other remedy conferred upon the Builder by this Agreement and/or
  the Transaction Documents or by any applicable law or regulation or otherwise
  as a consequence of such Event of Default. 9.3 Save for the amendments
  contained herein, all other terms and conditions of the Contract shall remain
  valid and in full force. 9.4 The Builders rights under this Clause are
  subject to the provisions of the Intercreditor Deed.


10 TOTAL LOSS
  Following the occurrence of a Total Loss with respect to the Vessel, the Post
  Delivery Instalment together with accrued interest on the Post Delivery
  Instalment shall become due and payable on the earlier of (i) 120 days after
  such Total Loss has occurred or is deemed to have occurred, and (ii) the day
  on which insurance proceeds or other compensation monies in respect of the
  Total Loss have been received by the party entitled thereto. 11 [NOT USED] 12
  COSTS AND EXPENSES The Buyer shall promptly on demand pay the Builder the
  amount of all costs and expenses (including legal fees) reasonably incurred
  by the Builder in connection with the negotiation, preparation, printing and
  execution of this Agreement and any other documents referred to in this
  Agreement; and any other documents executed after the date of this Agreement.
  13 CONFIDENTIALITY This Agreement shall be kept strictly private and
  confidential and shall not be disclosed to any other third party.
  Notwithstanding the foregoing, disclosure is permitted (i) to the Buyers and
  Guarantors financiers and potential financiers, (ii) to the Buyers and
  Guarantors shareholders and affiliates, (iii) to Buyers and Guarantors
  legal and financial advisers and (iv) as may be required by law (including by
  virtue of rules and regulations of any securities exchange authorities). 14
  ENTIRE AGREEMENT This Agreement shall constitute an integral part of the
  Contract and shall constitute the only and entire agreement between the
  Parties with respect to the subject matter hereof and unless otherwise
  expressly agreed between the Parties, all other agreements, oral or written,
  made and entered into between the Parties prior to the execution of this
  Agreement shall be null and void. 15 ENFORCEMENT AND JURISDICTION This
  Agreement and any non-contractual obligations arising in connection with this
  Agreement is governed by and construed in accordance with English law. 15.1
  The High Court in London England has exclusive jurisdiction to settle any
  dispute arising out of or in connection with this Agreement (including a
  dispute regarding the existence, validity or termination of this Agreement)
  (a Dispute). 15.2 The Parties agree that the High Court in London England
  is the most appropriate and convenient court to settle Disputes and accordingly
  no Party will argue to the contrary. 15.3 Clause 15.2 is for the benefit of
  the Builder only. As a result, the Builder shall not be prevented from taking
  proceedings relating to a Dispute in any other courts with jurisdiction. 15.4
  To the extent allowed by law, the Builder may take concurrent proceedings in
  any number of jurisdictions. 15.5 Without prejudice to any other mode of
  service allowed under any relevant law, the Buyer:


15.5.1
  irrevocably appoints Danaos Management Consultants whose registered office is
  at 4 Staples Inn, Holborn, London WCIV 7QU as its agent for service of
  process in relation to any proceedings before the English courts in
  connection with this Agreement or any Transaction Document; and 15.5.2 agree
  that failure by a process agent to notify any Buyer of the process will not
  invalidate the proceedings concerned. IN WITNESS WHEREOF, the Parties have
  caused this Agreement to be duly executed on the day and year first above
  written. SIGNATURES For and on behalf of MEGACARRIER (NO. 2) CORP . By:
  Illegible Name: Illegible Tittle: Attorney-in-fact For and on behalf of
  HYUNDAI SAMHO HEAVY INDUSTRIES CO., LTD. By: Illegible Name :Illegible Title:
  Attorney-in-fact


EXHIBIT A
  PROMISSORY NOTE NO.US$ Date: 20 For value received, Megacarrier (No. 2) Corp.
  a corporation duly organized and existing under the laws of Liberia having
  its registered office at 80 Broad Street, Monrovia, Liberia hereby
  unconditionally promises to pay on to Hyundai Samho Heavy Industries Co.,
  Ltd. or its nominee or its assignees, or any other holder hereof from time to
  time or its order the principal sum of US$ only, and to pay interest on the
  said principal sum from and including [] at the rate of eight per cent (8%)
  per annum, the first payment of interest to be due and payable on [] and
  thereafter payable semi-annually on the [] and on the [] of each and every
  year, until maturity (whether by acceleration or otherwise) and thereafter at
  the rate of ten per cent (10%) per annum until the principal sum and the
  interest thereon are fully paid. Interest shall be calculated on the basis of
  the actual days elapsed and a year of three hundred sixty (360) days. Both
  principal and interest shall be payable in United States Dollars in
  immediately available funds at the account of the [Korea Exchange Bank,
  Seoul, Korea] (Account No. []) with [JP Morgan Chase Bank, New York, U.S.A.]
  without any deduction or withholding for or on account of any present or
  future taxes or other charges. If the maker of this note is required to make
  any such deduction or withholding from any payment hereunder, the maker shall
  pay such additional amount as may be necessary in order that the actual
  amount received after deduction or withholding shall be equal to the amount
  that would have been received if such deduction or withholding were not
  required. This note is one of a series of seven (7) promissory notes in the
  aggregate principal amount of US$[ ] of like form and tenor except their
  respective numbers, principal amounts and dates of maturity (together the
  Series Notes). Each of said notes is secured by a letter of guarantee
  issued by DANAOS CORPORATION a corporation duly organized and existing under
  the laws of [ ] having its registered office at [ ]. In the event of a
  default in the payment of the principal when the same shall become due and
  payable, then interest at the rate of ten per cent (10%) per annum on the
  principal and any accrued interest from the due date to the date of payment
  shall be due and payable together with the principal and accrued interest. In
  the event default shall be made in the payment of the principal or interest
  on this note, or in the payment of the principal of or interest on any of the
  other Series Notes, as and when the same shall become due and payable and
  such default shall continue for a period of fifteen (15) days, the holder of
  this note may at its option declare the principal of and accrued interest on
  this note to be forthwith due and payable, whereupon the same shall be
  forthwith due and payable, and the holder hereof shall have the other
  remedies herein or by law provided. The maker of this note may, if it gives
  the holder not less than fifteen (15) days prior notice, prepay the whole of
  this note by payment of the principal hereof together with accrued interest
  hereon to and including the date of prepayment, provided, however that there
  shall be no default in payment of principal or interest on this note or on
  any of the other Series Notes as of the date of such prepayment:


This note may
  be transferred or assigned by the holder of this note to any bank with the
  prior notice to the maker. The maker unconditionally agrees to promptly pay
  to and reimburse the holder hereof on demand any and all reasonable costs and
  expenses including, without limitation to, reasonable attorneys fees
  incidental to the enforcement or attempted enforcement of this note. The
  holder of this note shall be under no obligation to make presentment,
  protest, demand or notice of any kind whatsoever for the payment of this
  note. The maker and the endorsers of this note hereby waive the right to
  interpose any defense, set-off or counterclaim of any nature or description
  in any action or proceeding arising on, out of, under or by reason of this
  note. The maker hereby authorizes and empowers the holder of this note to
  acknowledge on the makers behalf by endorsement the receipt of the payment
  or prepayment of the principal sum or interest thereon. Upon full payment of
  all sums payable on this note and the other Series Notes, the holder of this
  note shall immediately return this note to the maker with such endorsement to
  the effect that this note has been fully paid. This note and any
  non-contractual obligations arising in connection with this note shall be
  governed by and construed in accordance with the laws of England. The maker
  and the endorsers hereby consent to any legal action or proceeding in
  relation to this note being brought in the High Court in London, England and
  hereby irrevocably waives any immunity from suit, attachment, (before or
  after judgment) or execution on a judgment to which they or their property
  may be entitled. The maker and the endorsers hereby irrevocably submit to the
  exclusive jurisdiction of the courts of England. Without prejudice to any other
  mode of service allowed under any relevant law, the undersigned: irrevocably
  [  ] whose registered office is at [  ] as its agent for service of process in
  relation to any proceedings before the High Court in London, England in
  connection with this note; and agrees that failure by a process agent to
  notify the undersigned of the process will not invalidate the proceedings
  concerned. The maker hereby certifies and declares that all acts, conditions
  and things required to be done and performed and to have happened precedent
  to the creation and issuance of this note, and to constitute this note the
  valid obligation of the maker in accordance with its terms, have been done
  and performed and have happened in due and strict compliance with all
  applicable laws and regulation. IN WITNESS WHEREOF, the undersigned has
  caused this note be signed in its corporate name by its representative
  thereunto duly authorized on the day and year first above written.


For and on
  behalf of [MEGACARRIER (NO. 2) CORP.] By Name: Title:


EXHIBIT B Date:
  20 Hyundai Samho Heavy Industries Co., Ltd. 1700, Yongdang-Ri, Samho-Eup,
  Youngam-Gun, Chollanam-Do, KOREA LETTER OF GUARANTEE NO. Gentlemen : In
  consideration of your completing and delivering one (1) 12,600 TEU Class
  Container Carrier, your Hull No. 457 (hereinafter called the Vessel), to
  MEGACARRIER (NO. 2) CORP. (hereinafter called the Buyer), on deferred
  payment basis, under a certain shipbuilding Contract dated 28 September 2007,
  as amended, entered into by and between you and the Buyer, the undersigned,
  as primary obligor and not as surety merely, does hereby irrevocably,
  absolutely and unconditionally guarantee jointly and severally the due and
  punctual payment (whether at the stated maturity, by acceleration or otherwise)
  by the Buyer of the promissory note No. in the principal amount of US$ to be
  due and payable on to be issued by the Buyer to the order of yourself upon
  delivery of the Vessel pursuant to the said shipbuilding Contract, and also
  guarantee the due and punctual payment by the Buyer of interest on this
  promissory note No. , the first payment of interest to be due and payable on [
  ] and thereafter payable semi-annually, at the rate of eight per cent (8%)
  per annum until maturity (by acceleration or otherwise) and thereafter at the
  rate of ten per cent (10%) per annum until full payment. Interest shall be
  calculated on the basis of the actual days elapsed and a year of three
  hundred sixty (360) days. The undersigned hereby waives the right to
  interpose any defense, set-off or counter-claim of any nature or description
  in any action or proceedings arising on, out of, under or by reason of the
  notes or this letter of guarantee or said shipbuilding Contract. The
  Promissory Note No. is one of a series of (7) Promissory Notes in the
  aggregate principal amount ofUS$[ ] In the event that the Buyer fails to pay
  the said Promissory Note and/or interest thereon on the maturity date (by
  acceleration or otherwise) in accordance with the terms of the said
  promissory notes, the undersigned will pay to you the amounts due immediately
  upon receipt by us of written demand from you including a statement that the
  Buyer is in default of payment of the said promissory notes and/or interest
  thereon, without requesting you to take any or further procedure or step
  against the Buyer or with respect to the promissory notes and/or interest
  thereon, together with default interest on any such amounts demanded by you
  as aforesaid from the due date thereof until the payment in full of such amounts
  at the rate of ten per cent (10%) per annum payable in accordance with the
  terms of the said promissory notes and any and all reasonable costs and
  expenses including, without limitation, reasonable attorneys fees incidental
  to the enforcement or attempted enforcement of this guarantee. The
  undersigned hereby consents to any renewals, changes, extensions or partial
  payments of the promissory notes or the indebtedness for which they are given
  without prior notice to us, and consents that no such renewals, changes,
  extensions or partial payments shall discharge any party to the promissory
  note or us from any liability thereon or hereon in whole or in part (other
  than to the extent of any such partial prepayment).


The undersigned
  hereby agrees that this guarantee and undertaking hereunder shall be
  assignable to and shall inure to the benefit of the holder of the promissory
  note No. as if each of them was originally named herein. The payment by the
  undersigned under this guarantee shall be made in United States Dollars in
  immediately available funds by telegraphic transfer to the account of the
  [Korea Exchange Bank, Seoul, Korea] (Account No. []) with [JP Morgan Chase
  Bank, New York, U.S.A.] in favour of you or your assignee without deduction,
  withholding or set-off. In the event that any deduction or withholding is
  imposed on any payment to be made hereunder by law or by any taxing
  authority, the undersigned agrees to pay such additional amount as may be
  necessary in order that the actual amount received after deduction or
  withholding shall be equal to the amount that would have been received if
  such deduction or withholding were not required after allowance for any
  increase in taxes or charges payable by virtue of the receipt of such
  additional amount. This letter of guarantee shall come into full force and
  effect upon delivery of the Vessel by you to the Buyer and shall continue in
  force and effect until the full payment of the promissory note No. and
  interest thereon whichever occurs last. The obligation of the undersigned
  hereunder is joint and several with any other guarantee or security and
  absolute and unconditional irrespective of any legal limitation, disability,
  incapacity or other circumstance relating to the Buyer or any other person,
  or any amendment or supplement to the said shipbuilding Contract, the
  promissory notes or any other document, instrument or agreement contemplated
  therein or of the genuineness, legality, validity, regularity or
  enforceability of the said shipbuilding Contract, the Promissory Notes or any
  other documents, instruments or agreements contemplated therein. This shall
  be a continuing guarantee and shall cover and secure any ultimate balance
  owing under the promissory note No. , but you shall not be obliged to exhaust
  your recourse against the Buyer or the securities which you may hold before
  being entitled to payment from the undersigned of the obligation hereby
  guaranteed. The undersigned hereby represents and warrants that (A) the
  undersigned is a company duly organised and validly existing and in full
  compliance with the laws of the [ ] and has full legal right, power and
  authority to execute this letter of guarantee and to perform its obligations
  hereunder, (B) it has taken all appropriate and necessary corporate action to
  authorize the issuance of this letter of guarantee and the performance by it
  of its obligations hereunder, (C) the execution, delivery and performance of
  this letter of guarantee and the covenants herein contained will not violate
  or contravene any provisions of any applicable treaty, law or regulation or
  any judgment order or decree of any court, or governmental agency, or violate
  or result in breach of its constitutional documents, (D) this letter of
  guarantee constitutes the legal, valid and binding obligations of the
  undersigned enforceable in accordance with its terms subject to overriding
  principles, if any, of insolvency law, and (E) it has obtained all necessary
  consents, licenses, approvals, and authorisations, and registrations or
  declarations, with any governmental authority required in connection with the
  validity and enforceability of its guarantee and the same are in full force
  and effect. This letter of guarantee and any non-contractual obligations
  arising in connection with this letter of guarantee shall be governed by and
  construed in accordance with the laws of England. The undersigned hereby
  irrevocably consents that any legal action or proceeding against the
  undersigned, or any of its property, with respect to this letter of guarantee
  may be brought in the High Court in London, England, and by execution and
  delivery of this letter of guarantee the undersigned hereby accepts in regard
  to any such action or proceeding, for itself and in respect of its property,
  generally and unconditionally the exclusive jurisdiction of the aforesaid
  court.


Notwithstanding
  anything to the contrary contained in this letter of guarantee or any of the
  documents executed as security therefore, the agreement, obligations and
  liabilities of the undersigned herein contained are joint and several and
  shall be construed accordingly. The undersigned agrees and consents to be
  bound by this letter of guarantee notwithstanding that this letter of
  guarantee may be invalid or unenforceable against the undersigned, whether or
  not the deficiency is known to yourself. You shall be at liberty to release
  the undersigned from this letter of guarantee and to compound with or
  otherwise vary or agree to vary the liability or to grant time and indulgence
  to make other arrangements with the undersigned without prejudicing or
  affecting the rights and remedies of yourself against the other undersigned.
  Without prejudice to any other mode of service allowed under any relevant
  law, the undersigned irrevocably appoints [ ] whose registered office is at [
  ] as its agent for service of process in relation to any proceedings before
  the High Court in London, England in connection with this letter of
  guarantee; and agrees that failure by a process agent to notify the
  undersigned of the process will not invalidate the proceedings concerned. The
  undersigned represents and warrants that this letter of guarantee is a
  commercial act and that the undersigned is not entitled to claim immunity
  from legal proceedings with respect to itself or any of its properties or
  assets on the grounds of sovereignty or otherwise under any law. To the
  extent that the undersigned or any of its properties or assets has or
  hereafter may acquire any right to immunity from set-off, legal proceedings,
  attachment prior to judgment, other attachment or execution of judgment on
  the grounds of sovereignty or otherwise, the undersigned for itself and its
  properties and other assets hereby irrevocably waives such right to immunity
  in respect of its obligations under this letter of guarantee. After this
  letter of guarantee shall have expired as aforesaid, you will return the same
  to the undersigned without any request from the undersigned. IN WITNESS
  WHEREOF, the undersigned has caused this letter of guarantee to be executed and
  delivered by its duly authorised representative on the day and year above
  written. Yours very truly, for and on behalf of DANAOS CORPORATION. By Name:
  Title : for and on behalf of


AGREEMENT This
  Agreement is made on this 27th day of September 2010 by and between: (1)
  MEGACARRIER (NO.3) CORP. (the Buyer); and (2) HYUNDAI SAMHO HEAVY INDUSTRIES
  CO., LTD. (the Builder), (hereinafter the parties referred to individually
  as the Party and collectively as the Parties), to amend and supplement
  the Contract as defined hereinafter. WHEREAS: A. The Buyer and the Builder
  entered into a shipbuilding contract on 28 September, 2007 as amended and
  supplemented from time to time (the Contract) for the construction and sale
  of one (1) 12,600 TEU class container carrier, having the Builders Hull No
  S458 (the Vessel). B. The Buyer desires to postpone part of the final
  instalment of the Contract Price (as that term is defined in the Contract)
  until after delivery of the Vessel. C. The Buyer is willing to execute and
  deliver to the Builder the Mortgage, Assignment and the Time Charter
  Assignment (each as hereinafter defined) in respect of the Vessel as security
  for the payment of the postponed part of the final instalment referred to in
  Recital (B) above. D. Danaos Corporation (the Guarantor) is willing to
  execute and deliver to the Builder the Letter of Guarantee (as hereinafter
  defined) guaranteeing the payment of the postponed part of the final
  instalment referred to in Recital (B) above. E. The Builder is willing to
  agree to such deferral of part of the final instalment upon the terms and
  conditions herein below. NOW, THEREFORE, for good and valuable consideration
  the Parties hereby agree to enter into this AGREEMENT on the following terms
  and conditions. 1 DEFINITIONS Assignment has the meaning given in Clause
  3.4. Business Day means a day (other than a Saturday or Sunday) on which
  banks are open for general business in London, New York Athens and Seoul.
  Delivery Instalment has the meaning given in Clause 2.1. Delivery
  Instalment Due Date has the meaning given in Clause 2.2. Due Date means
  the Delivery Instalment Due Date and any Post Delivery Instalment Due Date
  and in the plural means both of them. Event of Default has the meaning
  given in Clause 8. First Loan means the Loan or to be made available to,
  amongst others, the Buyer by the First Mortgagee in respect of (inter alia)
  the Vessel.


First Mortgagee means The Royal Bank of
  Scotland plc. First Security means (i) the first preferred Liberian
  mortgage over the Vessel in favour of the First Mortgagee and (ii) the first
  priority assignment of the earnings, insurance and requisition compensation
  relating to the Vessel in favour of the First Mortgagee. Intercreditor Deed
  means the intercreditor deed between the First Mortgagee and the Builder
  under which the Post Delivery Instalment shall rank behind the claims of the
  First Mortgagee under the First Loan entered into or to be entered into
  between (inter alia) the First Mortgagee and the Buyer providing (inter alia)
  for the First Security. Letter of Guarantee has the meaning given in Clause
  3.2. Mortgage has the meaning given in Clause 3.3. Post Delivery Instalment
  has the meaning given in Clause 2.1. Post Delivery Instalment Due Date has
  the meaning given in Clause 2.3. Promissory Note has the meaning given in
  Clause 3.1. Second Security means the Mortgage, the Assignment and the Time
  Charter Assignment. Tax means any tax (other than tax on the overall income
  of the Builder, levy, impost, duty or other charge or withholding of a
  similar nature (including any penalty or interest payable in connection with
  any failure to pay or any delay in paying any of the same). Tax Deduction
  means a deduction or withholding for or on account of Tax from a payment
  under a Transaction Document except for those imposed in Korea upon the
  payment of the Post Delivery Instalment. Time Charterer means Hyundai
  Merchant Marine Co., Ltd of Korea. Time Charter means the time charter
  dated 18 October 2007 as amended by addendum no. 1 and addendum no. 2 between
  the Buyer and the Time Charterer. Time Charter Assignment has the meaning
  given in clause 3.5 Total Loss means: (a) actual, constructive,
  compromised, agreed or arranged total loss of the Vessel; (b) requisition for
  title or other compulsory acquisition of the Vessel otherwise than by
  requisition for hire; (c) capture, seizure, arrest, detention, or
  confiscation of the Vessel by any person, governmental authority or
  government or by persons acting or purporting to act on behalf of any
  government or any other person which deprives the Buyer of the use of the
  Vessel for 90 days or more after that occurrence; and (d) requisition for
  hire of the Vessel by any government or by persons acting or purporting to
  act on behalf of any government which deprives the Buyer of the use of the
  Vessel for a period of 90 days or more. Transaction Documents means the
  Contract, this Agreement, the Second Security, the Promissory Notes, the
  Letter of Guarantee, the Time Charter Assignment and the Intercreditor Deed.


2 POSTPONEMENT
  OF PAYMENT OF INSTALMENTS 2.1 The final instalment of the Contract Price
  under the Contract will be payable by the Buyer as the delivery instalment
  (the Delivery Instalment) and the post delivery instalment (the Post
  Delivery Instalment). 2.2 The Delivery Instalment in the sum of U.S. Dollars
  Fifty Eight Million Five Hundred and Two Thousand and Thirty Five (US$58,502,035)
  plus any increase or minus any decrease due to modifications and/or
  adjustment, if any, to the Contract Price under Articles III and V of the
  Contract arising prior to delivery of the Vessel shall be paid by the Buyer
  on the delivery of the Vessel which is scheduled on May 3, 2012 or such later
  date as is permissible pursuant to the Contract (the Delivery Instalment Due
  Date). 2.3 The Post Delivery Instalment amounting to U.S. Dollars Twenty
  Four Million Nine Hundred Fifty Five Thousand Nine Hundred and Sixty Five
  (US$24,955,965) shall be paid over a period of four (4) years from the actual
  delivery of the Vessel in seven (7) equal instalments the first due date
  being 3 May 2013 and the remaining six instalments payable semi-annually thereafter
  as listed in Table 1. (each a Post Delivery Instalment Due Date). Interest
  shall accrue at the rate of eight per cent (8%) per annum on all of the
  outstanding balance of the Post Delivery Instalment which shall be paid by
  the Buyer semi-annually the first due date being 3 November 2012 and at six
  month intervals thereafter as listed in Table 1. The rate of interest shall
  be increased to ten per cent (10%) per annum in the event of default.
  <Repayment schedule for the Post Delivery Instalment based on the the
  delivery of the Vessel on May 3, 2012.> Table 1 PAYMENT DUE DATE
  PRINCIPAL(A) INTEREST(B) TOTAL(A+B) 1st 3-Nov-12 - $1,020,421 $1,020,421
  3-May-13 $3,565,137 $1,003,784 $4,568,921 2nd 3-Nov-13 $3,565,137 $874,647
  $4,439,784 3rd 3-May-14 3-Nov-14 $3,565,137 $3,565,137 $716,988 $583,098
  $4,282,125 $4,148,235 4th 5th 3-May-15 $3,565,137 $430,193 $3,995,330 6th
  3-Nov-15 $3,565,137 $291,549 $3,856,686 7th 3-May-16 $3,565,143 $144,190
  $3,709,333 TOTAL $24,955,965 $5,064,870 $30,020,835  The figures in above Table 1 shall be
  adjusted in accordance with Clause 2.3 if the actual delivery of the Vessel
  is other than May 3, 2012. 2.4 It is understood and agreed by the Builder and
  the Buyer that no payments to be made by the Buyer pursuant to this Clause 2
  shall be delayed or withheld by the Buyer due to any dispute or disagreement
  of whatsoever nature arising between the Builder and the Buyer. If a Due Date
  would otherwise fall on a day which is not a Business Day, that Due Date will
  instead be on the next Business Day in that calendar month (if there is one)
  or the preceding Business Day (if there is not). 2.5 The Buyer shall make all
  payments without any Tax Deduction, unless a Tax Deduction is required by
  law.


2.6 If a Tax
  Deduction is required by law to be made by the Buyer, the amount of the
  payment due from the Buyer shall be increased to an amount which (after
  making any Tax Deduction) leaves an amount equal to the payment which would
  have been due if no Tax Deduction had been required. 2.7 The Buyer may at any
  time, if it gives the Builder not less than 15 days prior notice, prepay the
  whole or part of the Post Delivery Instalment, but if in part then the Buyer
  shall state which of the Promissory Notes is to be prepaid and such
  Promissory Note shall be prepaid in full and not in part. Any prepayment
  shall be made together with accrued interest. 2.8 Article X. 8 of the
  Contract shall be amended and shall hereafter be read so that at the end of
  the first paragraph the following wording is inserted:- In the event that
  the BUYER pays to the BUILDER any amount in excess of the pre-delivery
  instalments, the BUILDER will procure that Woori Bank of Korea will amend its
  letter of guarantee (or arrange for the issue of a replacement) so as to
  include such excess amount. 3 SECURITIES TO BE FURNISHED BY THE BUYER As a
  condition precedent to the effectiveness of this Agreement the Buyer shall
  furnish the Builder with securities as follows upon the delivery of the
  Vessel. 3.1 Promissory Notes The Buyer shall execute and deliver to the
  Builder seven (7) promissory notes (each individually a Promissory Note and
  collectively the Promissory Notes) as follows: (a) Each Promissory Note
  shall relate to an instalment under the Post Delivery Instalment and shall be
  for a payment of an amount of principal (A) and interest (B) as listed in
  Table 1 next to the corresponding instalment to which that Promissory Note
  relates. (b) Each Promissory Note shall be in the form annexed hereto as
  Exhibit A. 3.2 Letter of Guarantee The Buyer shall furnish the Builder with
  an unconditional letter of guarantee, being in the form annexed hereto as
  Exhibit B and in respect of each Promissory Note issued by the Buyer (each
  individually a Letter of Guarantee and collectively the Letters of
  Guarantee) each such Letter of Guarantee to be duly executed and delivered
  by the Guarantor guaranteeing the payment by the Buyer of the principal sums
  and interest specified in the relevant Promissory Note. 3.3 Second Preferred
  Mortgage on the Vessel The Buyer shall execute and deliver to the Builder a
  second preferred Liberian mortgage over the Vessel in the maximum principal
  amount of US$32,442,755 in form and substance satisfactory to the Builder
  (the Mortgage) as security for (i) the Buyers obligations under the
  Promissory Notes and (ii) the obligations of the Buyer under this Agreement.


3.4 Second
  Priority Assignment The Buyer shall execute and deliver to the Builder a
  second priority assignment of its interests in the earnings, insurances and
  requisition compensation of the Vessel in form and substance satisfactory to
  the Builder (the Assignment) as security for (i) the Buyers obligations
  under the Promissory Notes and (ii) the obligations of the Buyer under this
  Agreement. 3.5 Time Charter Assignment The Buyer shall execute and deliver to
  the Builder a second priority assignment of its interests in the Time Charter
  of the Vessel in form and substance satisfactory to the Builder (the Time
  Charter Assignment) as security for (i) the Buyers obligations under the
  Promissory Notes and (ii) the obligations of the Buyer under this Agreement.
  4 OTHER CONDITIONS PRECEDENT The Buyer shall, on or prior to delivery of the
  Vessel, provide the following to the Builder: 4.1 satisfactory evidence that
  the earnings, insurance and requisition compensation of the Vessel are free
  from encumbrances other than the First Security. 4.2 satisfactory evidence
  that the Vessel is insured and classed as provided by the terms of the
  [Mortgage] and that the Mortgage is duly registered on the Liberian Ship
  Register; 4.3 certified true copies of the constitutional documents of the
  Buyer and the Guarantor together with certified true copies of board
  resolutions of the Buyer and certified extract of the standing resolutions of
  the Guarantor and a power of attorney authorising the execution of this
  Agreement, the Second Security, the Promissory Notes and the Letters of
  Guarantee and to which the Buyer and the Guarantor is, or will be a party;
  4.4 certified true copies of all licenses, consents or approvals which may be
  required by the Buyer or the Guarantor in connection with the execution and
  validity and enforceability of any of the documents to which they are a
  party; 4.5 originals or certified true copies from the Buyers and the
  Guarantors agents for receipt of service and proceedings accepting their
  appointment under each of the documents in which they are to be appointed as
  agents; 4.6 the Intercreditor Deed duly signed; 4.7 satisfactory legal
  opinions addressed to the Builder on matters of Liberian and Marshall Islands
  law relating to the due execution of all documents by the Buyer and the
  Guarantor and the validity of this Agreement, the Promissory Notes, the
  Letter of Guarantee and all of the Second Security executed in favour of the
  Builder. 5 DEFAULT INTEREST If the Builder does not receive on the due date
  any sum due from the Buyer under this Agreement (or any other agreement
  entered into by the Buyer in connection with this Agreement), the Buyer shall
  on demand pay interest on such sum from and including the due date to the
  date of actual payment (as well as before judgment) at the rate per annum of
  ten per cent (10%).


6 CALCULATION
  OF INTEREST All payments of interest hereunder shall accrue from day-to-day and
  shall be calculated on the basis of the actual number of days elapsed in a
  three hundred and sixty (360) day year. 7 GENERAL UNDERTAKINGS The Buyer
  further undertakes that, throughout the period from the date hereof until the
  full amount of the Delivery Instalment and Post Delivery Instalment together
  with accrued interest thereon has been paid to the Builder: 7.1 it will
  ensure that at all times the claims of the Builder against it under this
  Agreement rank at least pari passu with the claims of all its other unsecured
  creditors save those whose claims are preferred by any bankruptcy, insolvency
  or other similar laws of general application; 7.2 it will ensure that at all
  times the insured value of the Vessel in the hull and machinery policies
  shall in no event be less than one hundred and twenty five per cent (125%)
  of, the contract price under the Contract; the Buyer will (i) upon the
  Builders written request provide the Builder with copies of the said
  insurance policies; and (ii) notify the Builder promptly and in writing of
  any changes to the insured value of the Vessel whether made pursuant to this
  undertaking or otherwise; 7.3 it shall procure that the interest of the
  Builder shall be endorsed on the relevant hull and machinery policy by
  incorporation of a loss payable clause (in a form agreed by the Builder) and
  notice of assignment of insurances signed by the Buyer and that the Builder
  shall be furnished with proforma copies thereof and a letter of undertaking
  in such form as is customary; 7.4 it shall procure that the interest of the
  Builder shall be endorsed on the Certificate of Entry or policy of the
  protection and indemnity and/or war risks association by incorporation of a
  loss payable clause (in a form agreed by the Builder) and notice of assignment
  of insurances signed by the Buyer and that the Builder shall be furnished
  with a copy of the certificate of entry or policy and a letter of undertaking
  in such form as is customary by the P&I association; 7.5 it shall ensure
  that the earnings, insurances and requisition compensation of the Vessel are
  free from encumbrances other than the First Security and Second Security; 7.6
  it shall not create or permit to subsist any mortgage, charge, pledge, lien
  or other security interest securing any obligation of any person or any other
  agreement or arrangement having a similar effect over any of its assets other
  than the First Security and Second Security and liens arising in the ordinary
  course of business or by operation of law. 8 EVENTS OF DEFAULT Each of the
  following events shall constitute an event of default (each an Event of
  Default) (whether such event shall occur or come about voluntarily or
  involuntarily or by operation of law or regulation or pursuant to, or in
  compliance with, any judgment, decree or order of any court or other
  authority): 8.1 The Buyer fails to pay any amount (whether in respect of
  principal, interest or otherwise) due and payable by the Buyer to the Builder
  under this Agreement or any of the Promissory Notes on the due date and such
  failure is not remedied within 15 days; or


8.2 the Buyer
  or the Guarantor defaults in the due performance and discharge of any of its
  other duties or liabilities under this Agreement or the Transaction Documents
  to which it is a party unless such failure, in the Builders opinion, is
  capable of remedy and is remedied within 30 days of such failure; or 8.3 any
  order shall be made by any competent court or other competent authority or a
  resolution shall be passed by the Buyer or the Guarantor, for the appointment
  of a liquidator of, or otherwise for the winding-up or dissolution of the
  Buyer or the Guarantor, except for the purpose of amalgamation or
  re-organisation (not involving or arising out of insolvency) the terms of
  which shall have received the prior written approval of the Builder; or 8.4
  an administrator, receiver, administrative receiver, manager, trustee or
  similar official is appointed (and such appointment is not cancelled or
  withdrawn within 30 days) for all or a part of the assets and undertaking of
  the Buyer having a value of at least $500,000 or the Guarantor having a value
  of at least $5,000,000; or 8.5 it becomes unlawful for the Buyer or the
  Guarantor to perform and discharge any of its duties and liabilities
  contained in this Agreement and/or the Transaction Documents to which it is a
  party or for the Builder to exercise any of its rights and powers under this
  Agreement and/or the Transaction Documents; or 8.6 anything is done or
  omitted to be done by the Buyer or the Guarantor which materially prejudices
  the security under the second security and has not been cured within 30 days
  of the builder giving notice thereof to the Buyer; or 8.7 the First Loan is
  declared due and payable prior to its stated maturity by reason of an event of
  default (howsoever defined), or 8.8 an event of default occurs under the
  Shipbuilding Contract as amended in respect of Hull No. S461. 9 POWERS ON
  DEFAULT 9.1 Upon the occurrence of an Event of Default, the Builder may, by
  notice to the Buyer, declare that the Post Delivery Instalment together with
  accrued interest is either immediately due and payable or payable on demand,
  whereupon the Post Delivery Instalment together with accrued interest shall
  become immediately due and payable or (as the case may be) payable on demand
  being made by the Builder. 9.2 In addition the Builder may take any other
  action, exercise any other right or pursue any other remedy conferred upon
  the Builder by this Agreement and/or the Transaction Documents or by any
  applicable law or regulation or otherwise as a consequence of such Event of
  Default. 9.3 Save for the amendments contained herein, all other terms and
  conditions of the Contract shall remain valid and in full force. 9.4 The
  Builders rights under this Clause are subject to the provisions of the
  Intercreditor Deed. 10 TOTAL LOSS Following the occurrence of a Total Loss
  with respect to the Vessel, the Post Delivery Instalment together with
  accrued interest on the Post Delivery Instalment shall become due and payable
  on the earlier of (i) 120 days after such Total Loss has occurred or is
  deemed to


have occurred,
  and (ii) the day on which insurance proceeds or other compensation monies in
  respect of the Total Loss have been received by the party entitled thereto.
  11 [NOT USED] 12 COSTS AND EXPENSES The Buyer shall promptly on demand pay
  the Builder the amount of all costs and expenses (including legal fees)
  reasonably incurred by the Builder in connection with the negotiation,
  preparation, printing and execution of this Agreement and any other documents
  referred to in this Agreement; and any other documents executed after the
  date of this Agreement. 13 CONFIDENTIALITY This Agreement shall be kept
  strictly private and confidential and shall not be disclosed to any other third
  party. Notwithstanding the foregoing, disclosure is permitted (i) to the
  Buyers and Guarantors financiers and potential financiers, (ii) to the
  Buyers and Guarantors shareholders and affiliates, (iii) to Buyers and
  Guarantors legal and financial advisers and (iv) as may be required by law
  (including by virtue of rules and regulations of any securities exchange
  authorities). 14 ENTIRE AGREEMENT This Agreement shall constitute an integral
  part of the Contract and shall constitute the only and entire agreement
  between the Parties with respect to the subject matter hereof and unless
  otherwise expressly agreed between the Parties, all other agreements, oral or
  written, made and entered into between the Parties prior to the execution of
  this Agreement shall be null and void. 15 ENFORCEMENT AND JURISDICTION This
  Agreement and any non-contractual obligations arising in connection with this
  Agreement is governed by and construed in accordance with English law. 15.1
  The High Court in London England has exclusive jurisdiction to settle any
  dispute arising out of or in connection with this Agreement (including a
  dispute regarding the existence, validity or termination of this Agreement)
  (a Dispute). 15.2 The Parties agree that the High Court in London England is
  the most appropriate and convenient court to settle Disputes and accordingly
  no Party will argue to the contrary. 15.3 Clause 15.2 is for the benefit of
  the Builder only. As a result, the Builder shall not be prevented from taking
  proceedings relating to a Dispute in any other courts with jurisdiction. 15.4
  To the extent allowed by law, the Builder may take concurrent proceedings in
  any number of jurisdictions. 15.5 Without prejudice to any other mode of
  service allowed under any relevant law, the Buyer: 15.5.1 irrevocably
  appoints Danaos Management Consultants whose registered office is at 4
  Staples Inn, Holborn, London WC1V 7QU as its agent for service of process in
  relation to any proceedings before the English courts in connection with this
  Agreement or any Transaction Document; and


15.5.2 agree
  that failure by a process agent to notify any Buyer of the process will not
  invalidate the proceedings concerned. IN WITNESS WHEREOF, the Parties have
  caused this Agreement to be duly executed on the day and year first above
  written. SIGNATURES For and on behalf of MEGACARRIER (NO. 3) CORP .
  By:[ILLEGIBLE] Name: Zoi Lappa Title: Attorney-in-fact In Witness: M.
  Papanikolaou MICHALIS PAPANIKOLAOU ATTORNEY AT LAW DANAOS SHIPPING CO., LTD.
  14, AKTI KANDYLI 118 52 PIRALUS For and on behalf of HYUNDAI SAMHO HEAVY
  INDUSTRIES CO., LTD. By: Name: E.C. Han Title: Attorney-in-fact


EXHIBIT A PROMISSORY NOTE NO. US$ Date: 20
  For value received, Megacarrier (No. 3) Corp. a corporation duly organized
  and existing under the laws of Liberia having its registered office at 80
  Broad Street, Monrovia, Liberia hereby unconditionally promises to pay on to
  Hyundai Samho Heavy Industries Co., Ltd. or its nominee or its assignees, or
  any other holder hereof from time to time or its order the principal sum of
  US$ only, and to pay interest on the said principal sum from and including
  [] at the rate of eight per cent (8%) per annum, the first payment of
  interest to be due and payable on [] and thereafter payable semi-annually on
  the [] and on the [] of each and every year, until maturity (whether by
  acceleration or otherwise) and thereafter at the rate of ten per cent (10%)
  per annum until the principal sum and the interest thereon are fully paid.
  Interest shall be calculated on the basis of the actual days elapsed and a
  year of three hundred sixty (360) days. Both principal and interest shall be
  payable in United States Dollars in immediately available funds at the
  account of the [Korea Exchange Bank, Seoul, Korea] (Account No. [] with [JP
  Morgan Chase Bank, New York, U.S.A.] without any deduction or withholding for
  or on account of any present or future taxes or other charges. If the maker
  of this note is required to make any such deduction or withholding from any
  payment hereunder, the maker shall pay such additional amount as may be
  necessary in order that the actual amount received after deduction or
  withholding shall be equal to the amount that would have been received if
  such deduction or withholding were not required. This note is one of a series
  of seven (7) promissory notes in the aggregate principal amount of US$[ ] of
  like form and tenor except their respective numbers, principal amounts and
  dates of maturity (together the Series Notes). Each of said notes is
  secured by a letter of guarantee issued by DANAOS CORPORATION a corporation
  duly organized and existing under the laws of [ ] having its registered
  office at [ ]. In the event of a default in the payment of the principal when
  the same shall become due and payable, then interest at the rate of ten per
  cent (10%) per annum on the principal and any accrued interest from the due
  date to the date of payment shall be due and payable together with the
  principal and accrued interest. In the event default shall be made in the
  payment of the principal or interest on this note, or in the payment of the
  principal of or interest on any of the other Series Notes, as and when the
  same shall become due and payable and such default shall continue for a
  period of fifteen (15) days, the holder of this note may at its option
  declare the principal of and accrued interest on this note to be forthwith
  due and payable, whereupon the same shall be forthwith due and payable, and
  the holder hereof shall have the other remedies herein or by law provided.
  The maker of this note may, if it gives the holder not less than fifteen (15)
  days prior notice, prepay the whole of this note by payment of the principal
  hereof together with accrued interest hereon to and including the date of
  prepayment, provided, however that there shall be no default in payment of
  principal or interest on this note or on any of the other Series Notes as of
  the date of such prepayment.


This note may
  be transferred or assigned by the holder of this note to any bank with the
  prior notice to the maker. The maker unconditionally agrees to promptly pay
  to and reimburse the holder hereof on demand any and all reasonable costs and
  expenses including, without limitation to, reasonable attorneys fees
  incidental to the enforcement or attempted enforcement of this note. The
  holder of this note shall be under no obligation to make presentment,
  protest, demand or notice of any kind whatsoever for the payment of this
  note. The maker and the endorsers of this note hereby waive the right to
  interpose any defense, set-off or counterclaim of any nature or description
  in any action or proceeding arising on, out of, under or by reason of this
  note. The maker hereby authorizes and empowers the holder of this note to
  acknowledge on the makers behalf by endorsement the receipt of the payment
  or prepayment of the principal sum or interest thereon. Upon full payment of
  all sums payable on this note and the other Series Notes, the holder of this
  note shall immediately return this note to the maker with such endorsement to
  the effect that this note has been fully paid. This note and any
  non-contractual obligations arising in connection with this note shall be
  governed by and construed in accordance with the laws of England. The maker
  and the endorsers hereby consent to any legal action or proceeding in
  relation to this note being brought in the High Court in London, England and
  hereby irrevocably waives any immunity from suit, attachment, (before or
  after judgment) or execution on a judgment to which they or their property
  may be entitled. The maker and the endorsers hereby irrevocably submit to the
  exclusive jurisdiction of the courts of England. Without prejudice to any
  other mode of service allowed under any relevant law, the undersigned:
  irrevocably appoints [ ] whose registered office is at [ ] as its agent for
  service of process in relation to any proceedings before the High Court in
  London, England in connection with this note; and agrees that failure by a
  process agent to notify the undersigned of the process will not invalidate
  the proceedings concerned. The maker hereby certifies and declares that all
  acts, conditions and things required to be done and performed and to have
  happened precedent to the creation and issuance of this note, and to constitute
  this note the valid obligation of the maker in accordance with its terms,
  have been done and performed and have happened in due and strict compliance
  with all applicable laws and regulation. IN WITNESS WHEREOF, the undersigned
  has caused this note be signed in its corporate name by its representative
  thereunto duly authorized on the day and year first above written.


For and on
  behalf of [MEGACARRIER (NO. 3) CORP.] By Name: Title:


EXHIBIT B Date: 20 Hyundai Samho Heavy
  Industries Co., Ltd. 1700, Yongdang-Ri, Samho-Eup, Youngam-Gun, Chollanam-Do,
  KOREA LETTER OF GUARANTEE NO. Gentlemen : In consideration of your completing
  and delivering one (1) 12,600 TEU Class Container Carrier, your Hull No. 458
  (hereinafter called the Vessel), to MEGACARRIER (NO. 3) CORP. (hereinafter
  called the Buyer), on deferred payment basis, under a certain shipbuilding
  Contract dated 28 September 2007, as amended, entered into by and between you
  and the Buyer, the undersigned, as primary obligor and not as surety merely,
  does hereby irrevocably, absolutely and unconditionally guarantee jointly and
  severally the due and punctual payment (whether at the stated maturity, by
  acceleration or otherwise) by the Buyer of the promissory note No. in the
  principal amount of US$ to be due and payable on to be issued by the Buyer to
  the order of yourself upon delivery of the Vessel pursuant to the said
  shipbuilding Contract, and also guarantee the due and punctual payment by the
  Buyer of interest on this promissory note No. , the first payment of interest
  to be due and payable on [ ] and thereafter payable semi-annually, at the
  rate of eight per cent (8%) per annum until maturity (by acceleration or
  otherwise) and thereafter at the rate of ten per cent (10%) per annum until
  full payment. Interest shall be calculated on the basis of the actual days
  elapsed and a year of three hundred sixty (360) days. The undersigned hereby
  waives the right to interpose any defense, set-off or counter-claim of any
  nature or description in any action or proceedings arising on, out of, under
  or by reason of the notes or this letter of guarantee or said shipbuilding
  Contract. The Promissory Note No. is one of a series of (7) Promissory Notes
  in the aggregate principal amount of US$ [ ]. In the event that the Buyer
  fails to pay the said Promissory Note and/or interest thereon on the maturity
  date (by acceleration or otherwise) in accordance with the terms of the said
  promissory notes, the undersigned will pay to you the amounts due immediately
  upon receipt by us of written demand from you including a statement that the
  Buyer is in default of payment of the said promissory notes and/or interest
  thereon, without requesting you to take any or further procedure or step
  against the Buyer or with respect to the promissory notes and/or interest
  thereon, together with default interest on any such amounts demanded by you
  as aforesaid from the due date thereof until the payment in full of such
  amounts at the rate of ten per cent (10%) per annum payable in accordance
  with the terms of the said promissory notes and any and all reasonable costs
  and expenses including, without limitation, reasonable attorneys fees
  incidental to the enforcement or attempted enforcement of this guarantee. The
  undersigned hereby consents to any renewals, changes, extensions or partial
  payments of the promissory notes or the indebtedness for which they are given
  without prior notice to us, and consents that no such renewals, changes,
  extensions or partial payments shall discharge any party to the promissory
  note or us from any liability thereon or hereon in whole or in part (other
  than to the extent of any such partial prepayment).


The undersigned
  hereby agrees that this guarantee and undertaking hereunder shall be
  assignable to and shall inure to the benefit of the holder of the promissory
  note No. as if each of them was originally named herein. The payment by the
  undersigned under this guarantee shall be made in United States Dollars in
  immediately available funds by telegraphic transfer to the account of the
  [Korea Exchange Bank, Seoul, Korea] (Account No. [] with [JP Morgan Chase
  Bank, New York, U.S.A.] in favour of you or your assignee without deduction,
  withholding or set-off. In the event that any deduction or withholding is imposed
  on any payment to be made hereunder by law or by any taxing authority, the
  undersigned agrees to pay such additional amount as may be necessary in order
  that the actual amount received after deduction or withholding shall be equal
  to the amount that would have been received if such deduction or withholding
  were not required after allowance for any increase in taxes or charges
  payable by virtue of the receipt of such additional amount. This letter of
  guarantee shall come into full force and effect upon delivery of the Vessel
  by you to the Buyer and shall continue in force and effect until the full
  payment of the promissory note No. and interest thereon whichever occurs
  last. The obligation of the undersigned hereunder is joint and several with
  any other guarantee or security and absolute and unconditional irrespective
  of any legal limitation, disability, incapacity or other circumstance
  relating to the Buyer or any other person, or any amendment or supplement to
  the said shipbuilding Contract, the promissory notes or any other document,
  instrument or agreement contemplated therein or of the genuineness, legality,
  validity, regularity or enforceability of the said shipbuilding Contract, the
  Promissory Notes or any other documents, instruments or agreements contemplated
  therein. This shall be a continuing guarantee and shall cover and secure any
  ultimate balance owing under the promissory note No. , but you shall not be
  obliged to exhaust your recourse against the Buyer or the securities which
  you may hold before being entitled to payment from the undersigned of the
  obligation hereby guaranteed. The undersigned hereby represents and warrants
  that (A) the undersigned is a company duly organised and validly existing and
  in full compliance with the laws of the [ ] and has full legal right, power
  and authority to execute this letter of guarantee and to perform its
  obligations hereunder, (B) it has taken all appropriate and necessary
  corporate action to authorize the issuance of this letter of guarantee and
  the performance by it of its obligations hereunder, (C) the execution,
  delivery and performance of this letter of guarantee and the covenants herein
  contained will not violate or contravene any provisions of any applicable
  treaty, law or regulation or any judgment order or decree of any court, or
  governmental agency, or violate or result in breach of its constitutional
  documents, (D) this letter of guarantee constitutes the legal, valid and
  binding obligations of the undersigned enforceable in accordance with its terms
  subject to overriding principles, if any, of insolvency law, and (E) it has
  obtained all necessary consents, licenses, approvals, and authorisations, and
  registrations or declarations, with any governmental authority required in
  connection with the validity and enforceability of its guarantee and the same
  are in full force and effect. This letter of guarantee and any
  non-contractual obligations arising in connection with this letter of
  guarantee shall be governed by and construed in accordance with the laws of
  England. The undersigned hereby irrevocably consents that any legal action or
  proceeding against the undersigned, or any of its property, with respect to
  this letter of guarantee may be brought in the High Court in London, England,
  and by execution and delivery of this letter of guarantee the undersigned
  hereby accepts in regard to any such action or proceeding, for itself and in
  respect of its property, generally and unconditionally the exclusive
  jurisdiction of the aforesaid court.


Notwithstanding anything to the contrary
  contained in this letter of guarantee or any of the documents executed as
  security therefore, the agreement, obligations and liabilities of the
  undersigned herein contained are joint and several and shall be construed accordingly.
  The undersigned agrees and consents to be bound by this letter of guarantee
  notwithstanding that this letter of guarantee may be invalid or unenforceable
  against the undersigned, whether or not the deficiency is known to yourself.
  You shall be at liberty to release the undersigned from this letter of
  guarantee and to compound with or otherwise vary or agree to vary the
  liability or to grant time and indulgence to make other arrangements with the
  undersigned without prejudicing or affecting the rights and remedies of
  yourself against the other undersigned. Without prejudice to any other mode
  of service allowed under any relevant law, the undersigned irrevocably
  appoints [ ] whose registered office is at [ ] as its agent for service of
  process in relation to any proceedings before the High Court in London,
  England in connection with this letter of guarantee; and agrees that failure
  by a process agent to notify the undersigned of the process will not
  invalidate the proceedings concerned. The undersigned represents and warrants
  that this letter of guarantee is a commercial act and that the undersigned is
  not entitled to claim immunity from legal proceedings with respect to itself
  or any of its properties or assets on the grounds of sovereignty or otherwise
  under any law. To the extent that the undersigned or any of its properties or
  assets has or hereafter may acquire any right to immunity from set-off, legal
  proceedings, attachment prior to judgment, other attachment or execution of
  judgment on the grounds of sovereignty or otherwise, the undersigned for
  itself and its properties and other assets hereby irrevocably waives such
  right to immunity in respect of its obligations under this letter of
  guarantee. After this letter of guarantee shall have expired as aforesaid,
  you will return the same to the undersigned without any request from the
  undersigned. IN WITNESS WHEREOF, the undersigned has caused this letter of
  guarantee to be executed and delivered by its duly authorised representative
  on the day and year above written. Yours very truly, for and on behalf of
  DANAOS CORPORATION. By Name: Title : for and on behalf of


AGREEMENT This
  Agreement is made on this 27th day of September 2010 by and between: (1)
  MEGACARRIER (NO.4) CORP. (the Buyer); and (2) HYUNDAI SAMHO HEAVY
  INDUSTRIES CO., LTD. (the Builder), (hereinafter the parties referred to
  individually as the Party and collectively as the Parties), to amend and
  supplement the Contract as defined hereinafter. WHEREAS: A. The Buyer and the
  Builder entered into a shipbuilding contract on 28 September, 2007 as amended
  and supplemented from time to time (the Contract) for the construction and
  sale of one (1) 12,600 TEU class container carrier, having the Builders Hull
  No S459 (the Vessel). B. The Buyer desires to postpone part of the final
  instalment of the Contract Price (as that term is defined in the Contract)
  until after delivery of the Vessel. C. The Buyer is willing to execute and
  deliver to the Builder the Mortgage, Assignment and the Time Charter
  Assignment (each as hereinafter defined) in respect of the Vessel as security
  for the payment of the postponed part of the final instalment referred to in
  Recital (B) above. D. Danaos Corporation (the Guarantor) is willing to
  execute and deliver to the Builder the Letter of Guarantee (as hereinafter
  defined) guaranteeing the payment of the postponed part of the final
  instalment referred to in Recital (B) above. E. The Builder is willing to
  agree to such deferral of part of the final instalment upon the terms and
  conditions herein below. NOW, THEREFORE, for good and valuable consideration
  the Parties hereby agree to enter into this AGREEMENT on the following terms
  and conditions. 1 DEFINITIONS Assignment has the meaning given in Clause
  3.4. Business Day means a day (other than a Saturday or Sunday) on which
  banks are open for general business in London, New York Athens and Seoul.
  Delivery Instalment has the meaning given in Clause 2.1. Delivery
  Instalment Due Date has the meaning given in Clause 2.2. Due Date means
  the Delivery Instalment Due Date and any Post Delivery Instalment Due Date
  and in the plural means both of them. Event of Default has the meaning
  given in Clause 8. First Loan means the Loan made or to be made available
  to, amongst others, the Buyer by the First Mortgagee in respect of (inter alia)
  the Vessel.


First
  Mortgagee means the agent that the lenders, HSH Nordbank AG, Piraeus Bank
  A.E., and Aegean Baltic Bank S.A., will appoint. First Security means (i)
  the first preferred Liberian mortgage over the Vessel in favour of the First
  Mortgagee and (ii) the first priority assignment of the earnings, insurance
  and requisition compensation relating to the Vessel in favour of the First
  Mortgagee. Intercreditor Deed means the intercreditor deed between the
  First Mortgagee and the Builder under which the Post Delivery Instalment shall
  rank behind the claims of the First Mortgagee under the First Loan entered
  into or to be entered into between (inter alia) the First Mortgagee and the
  Buyer providing (inter alia) for the First Security. Letter of Guarantee
  has the meaning given in Clause 3.2. Mortgage has the meaning given in
  Clause 3.3. Post Delivery Instalment has the meaning given in Clause 2.1.
  Post Delivery Instalment Due Date has the meaning given in Clause 2.3.
  Promissory Note has the meaning given in Clause 3.1. Second Security
  means the Mortgage, the Assignment and the Time Charter Assignment. Tax
  means any tax (other than tax on the overall income of the Builder, levy,
  impost, duty or other charge or withholding of a similar nature (including
  any penalty or interest payable in connection with any failure to pay or any
  delay in paying any of the same). Tax Deduction means a deduction or
  withholding for or on account of Tax from a payment under a Transaction
  Document except for those imposed in Korea upon the payment of the Post
  Delivery Instalment. Time Charterer means Hyundai Merchant Marine Co., Ltd
  of Korea. Time Charter means the time charter dated 18 October 2007 as
  amended by addendum no. 1 and addendum no. 2 between the Buyer and the Time
  Charterer. Time Charter Assignment has the meaning given in clause 3.5
  Total Loss means: (a) actual, constructive, compromised, agreed or arranged
  total loss of the Vessel; (b) requisition for title or other compulsory
  acquisition of the Vessel otherwise than by requisition for hire; (c)
  capture, seizure, arrest, detention, or confiscation of the Vessel by any
  person, governmental authority or government or by persons acting or
  purporting to act on behalf of any government or any other person which
  deprives the Buyer of the use of the Vessel for 90 days or more after that
  occurrence; and (d) requisition for hire of the Vessel by any government or
  by persons acting or purporting to act on behalf of any government which
  deprives the Buyer of the use of the Vessel for a period of 90 days or more.
  Transaction Documents means the Contract, this Agreement, the Second
  Security, the Promissory Notes, the Letter of Guarantee, the Time Charter
  Assignment and the Intercreditor Deed.


2 POSTPONEMENT
  OF PAYMENT OF INSTALMENTS 2.1 The final instalment of the Contract Price
  under the Contract will be payable by the Buyer as the delivery instalment
  (the Delivery Instalment) and the post delivery instalment (the Post
  Delivery Instalment). 2.2 The Delivery Instalment in the sum of U.S. Dollars
  Fifty Eight Million Five Hundred and Two Thousand and Thirty Five
  (US$58,502,035) plus any increase or minus any decrease due to modifications
  and/or adjustment, if any, to the Contract Price under Articles III and V of
  the Contract arising prior to delivery of the Vessel shall be paid by the
  Buyer on the delivery of the Vessel which is scheduled on June 7, 2012 or
  such later date as is permissible pursuant to the Contract (the Delivery
  Instalment Due Date). 2.3 The Post Delivery Instalment amounting to U.S.
  Dollars Twenty Four Million Nine Hundred Fifty Five Thousand Nine Hundred and
  Sixty Five (US$24,955,965) shall be paid over a period of four (4) years from
  the actual delivery of the Vessel in seven (7) equal instalments the first
  due date being 7 June 2013 and the remaining six instalments payable
  semi-annually thereafter as listed in Table 1. (each a Post Delivery
  Instalment Due Date). Interest shall accrue at the rate of eight per cent
  (8%) per annum on all of the outstanding balance of the Post Delivery
  Instalment which shall be paid by the Buyer semi-annually the first due date
  being 7 December 2012 and at six month intervals thereafter as listed in
  Table 1. The rate of interest shall be increased to ten per cent (10%) per
  annum in the event of default. <Repayment schedule for the Post Delivery
  Instalment based on the delivery of the Vessel on June 7, 2012.> Table I
  PAYMENT DUE DATE PRINCIPAL(A) INTEREST(B) TOTAL(A+B) 1st 7-Dec-12 -
  $1,014,875 $1,014,875 7-Jun-13 $3,565,137 $1,009,330 $4,574,467 2nd 7-Dec-13
  $3,565,137 $869,893 $4,435,030 3rd 7-Jun-14 $3,565,137 $720,950 $4,286,087
  4th 7-Dec-14 $3,565,137 $579,929 $4,145,066 5th 7-Jun-15 $3,565,137 $432,570
  $3,997,707 6th 7-Dec-15 $3,565,137 $289,964 $3,855,101 7th 7-Jun-16
  $3,565,143 $144,982 $3,710,125 TOTAL $24,955,965 $5,062,493 $30,018,458 The
  figures in above Table 1 shall be adjusted in accordance with Clause 2.3 if
  the actual delivery of the Vessel is other than 7 June, 2012. 2.4 It is
  understood and agreed by the Builder and the Buyer that no payments to be
  made by the Buyer pursuant to this Clause 2 shall be delayed or withheld by
  the Buyer due to any dispute or disagreement of whatsoever nature arising
  between the Builder and the Buyer. If a Due Date would otherwise fall on a day
  which is not a Business Day, that Due Date will instead be on the next
  Business Day in that calendar month (if there is one) or the preceding
  Business Day (if there is not). 2.5 The Buyer shall make all payments without
  any Tax Deduction, unless a Tax Deduction is required by law.


2.6 If a Tax
  Deduction is required by law to be made by the Buyer, the amount of the
  payment due from the Buyer shall be increased to an amount which (after
  making any Tax Deduction) leaves an amount equal to the payment which would
  have been due if no Tax Deduction had been required. 2.7 The Buyer may at any
  time, if it gives the Builder not less than 15 days prior notice, prepay the
  whole or part of the Post Delivery Instalment, but if in part then the Buyer
  shall state which of the Promissory Notes is to be prepaid and such
  Promissory Note shall be prepaid in full and not in part. Any prepayment
  shall be made together with accrued interest. 2.8 Article X. 8 of the
  Contract shall be amended and shall hereafter be read so that at the end of
  the first paragraph the following wording is inserted:- In the event that
  the BUYER pays to the BUILDER any amount in excess of the pre-delivery
  instalments, the BUILDER will procure that Shinhan Bank of Korea will amend
  its letter of guarantee (or arrange for the issue of a replacement) so as to
  include such excess amount. 3 SECURITIES TO BE FURNISHED BY THE BUYER As a
  condition precedent to the effectiveness of this Agreement the Buyer shall
  furnish the Builder with securities as follows upon the delivery of the
  Vessel. 3.1 Promissory Notes The Buyer shall execute and deliver to the
  Builder seven (7) promissory notes (each individually a Promissory Note and
  collectively the Promissory Notes) as follows: (a) Each Promissory Note shall
  relate to an instalment under the Post Delivery Instalment and shall be for a
  payment of an amount of principal (A) and interest (B) as listed in Table 1
  next to the corresponding instalment to which that Promissory Note relates.
  (b) Each Promissory Note shall be in the form annexed hereto as Exhibit A.
  3.2 Letter of Guarantee The Buyer shall furnish the Builder with an
  unconditional letter of guarantee, being in the form annexed hereto as
  Exhibit B and in respect of each Promissory Note issued by the Buyer (each
  individually a Letter of Guarantee and collectively the Letters of
  Guarantee) each such Letter of Guarantee to be duly executed and delivered
  by the Guarantor guaranteeing the payment by the Buyer of the principal sums
  and interest specified in the relevant Promissory Note. 3.3 Second Preferred
  Mortgage on the Vessel The Buyer shall execute and deliver to the Builder a
  second preferred Liberian mortgage over the Vessel in the maximum principal
  amount of US$32,442,755 in form and substance satisfactory to the Builder
  (the Mortgage) as security for (i) the Buyers obligations under the
  Promissory Notes and (ii) the obligations of the Buyer under this Agreement.


3.4 Second
  Priority Assignment The Buyer shall execute and deliver to the Builder a
  second priority assignment of its interests in the earnings, insurances and
  requisition compensation of the Vessel in form and substance satisfactory to
  the Builder (the Assignment) as security for (i) the Buyers obligations
  under the Promissory Notes and (ii) the obligations of the Buyer under this
  Agreement. 3.5 Time Charter Assignment The Buyer shall execute and deliver to
  the Builder a second priority assignment of its interests in the Time Charter
  of the Vessel in form and substance satisfactory to the Builder (the Time
  Charter Assignment) as security for (i) the Buyers obligations under the
  Promissory Notes and (ii) the obligations of the Buyer under this Agreement.
  4 OTHER CONDITIONS PRECEDENT The Buyer shall, on or prior to delivery of the
  Vessel, provide the following to the Builder: 4.1 satisfactory evidence that
  the earnings, insurance and requisition compensation of the Vessel are free
  from encumbrances other than the First Security. 4.2 satisfactory evidence
  that the Vessel is insured and classed as provided by the terms of the
  [Mortgage] and that the Mortgage is duly registered on the Liberian Ship
  Register; 4.3 certified true copies of the constitutional documents of the
  Buyer and the Guarantor together with certified true copies of board
  resolutions of the Buyer and certified extract of the standing resolutions of
  the Guarantor and a power of attorney authorising the execution of this
  Agreement, the Second Security, the Promissory Notes and the Letters of
  Guarantee and to which the Buyer and the Guarantor is, or will be a party;
  4.4 certified true copies of all licenses, consents or approvals which may be
  required by the Buyer or the Guarantor in connection with the execution and
  validity and enforceability of any of the documents to which they are a
  party; 4.5 originals or certified true copies from the Buyers and the
  Guarantors agents for receipt of service and proceedings accepting their
  appointment under each of the documents in which they are to be appointed as
  agents; 4.6 the Intercreditor Deed duly signed; 4.7 satisfactory legal
  opinions addressed to the Builder on matters of Liberian and Marshall Islands
  law relating to the due execution of all documents by the Buyer and the
  Guarantor and the validity of this Agreement, the Promissory Notes, the
  Letter of Guarantee and all of the Second Security executed in favour of the
  Builder. 5 DEFAULT INTEREST If the Builder does not receive on the due date
  any sum due from the Buyer under this Agreement (or any other agreement
  entered into by the Buyer in connection with this Agreement), the Buyer shall
  on demand pay interest on such sum from and including the due date to the
  date of actual payment (as well as before judgment) at the rate per annum of
  ten per cent (10%).


6 CALCULATION
  OF INTEREST All payments of interest hereunder shall accrue from day-to-day
  and shall be calculated on the basis of the actual number of days elapsed in
  a three hundred and sixty (360) day year. 7 GENERAL UNDERTAKINGS The Buyer
  further undertakes that, throughout the period from the date hereof until the
  full amount of the Delivery Instalment and Post Delivery Instalment together
  with accrued interest thereon has been paid to the Builder: 7.1 it will
  ensure that at all times the claims of the Builder against it under this
  Agreement rank at least pari passu with the claims of all its other unsecured
  creditors save those whose claims are preferred by any bankruptcy, insolvency
  or other similar laws of general application; 7.2 it will ensure that at all
  times the insured value of the Vessel in the hull and machinery policies
  shall in no event be less than one hundred and twenty five per cent (125%)
  of, the contract price under the Contract; the Buyer will (i) upon the
  Builders written request provide the Builder with copies of the said
  insurance policies; and (ii) notify the Builder promptly and in writing of
  any changes to the insured value of the Vessel whether made pursuant to this
  undertaking or otherwise; 7.3 it shall procure that the interest of the Builder
  shall be endorsed on the relevant hull and machinery policy by incorporation
  of a loss payable clause (in a form agreed by the Builder) and notice of
  assignment of insurances signed by the Buyer and that the Builder shall be
  furnished with proforma copies thereof and a letter of undertaking in such
  form as is customary; 7.4 it shall procure that the interest of the Builder
  shall be endorsed on the Certificate of Entry or policy of the protection and
  indemnity and/or war risks association by incorporation of a loss payable
  clause (in a form agreed by the Builder) and notice of assignment of
  insurances signed by the Buyer and that the Builder shall be furnished with a
  copy of the certificate of entry or policy and a letter of undertaking in
  such form as is customary by the P&I association; 7.5 it shall ensure
  that the earnings, insurances and requisition compensation of the Vessel are
  free from encumbrances other than the First Security and Second Security; 7.6
  it shall not create or permit to subsist any mortgage, charge, pledge, lien
  or other security interest securing any obligation of any person or any other
  agreement or arrangement having a similar effect over any of its assets other
  than the First Security and Second Security and liens arising in the ordinary
  course of business or by operation of law. 8 EVENTS OF DEFAULT Each of the
  following events shall constitute an event of default (each an Event of
  Default) (whether such event shall occur or come about voluntarily or
  involuntarily or by operation of law or regulation or pursuant to, or in
  compliance with, any judgment, decree or order of any court or other
  authority): 8.1 The Buyer fails to pay any amount (whether in respect of
  principal, interest or otherwise) due and payable by the Buyer to the Builder
  under this Agreement or any of the Promissory Notes on the due date and such
  failure is not remedied within 15 days; or


8.2 the Buyer
  or the Guarantor defaults in the due performance and discharge of any of its
  other duties or liabilities under this Agreement or the Transaction Documents
  to which it is a party unless such failure, in the Builders opinion, is
  capable of remedy and is remedied within 30 days of such failure; or 8.3 any
  order shall be made by any competent court or other competent authority or a
  resolution shall be passed by the Buyer or the Guarantor, for the appointment
  of a liquidator of, or otherwise for the winding-up or dissolution of the
  Buyer or the Guarantor, except for the purpose of amalgamation or
  re-organisation (not involving or arising out of insolvency) the terms of
  which shall have received the prior written approval of the Builder; or 8.4
  an administrator, receiver, administrative receiver, manager, trustee or
  similar official is appointed (and such appointment is not cancelled or
  withdrawn within 30 days) for all or a part of the assets and undertaking of
  the Buyer having a value of at least $500,000 or the Guarantor having a value
  of at least $5,000,000; or 8.5 it becomes unlawful for the Buyer or the
  Guarantor to perform and discharge any of its duties and liabilities
  contained in this Agreement and/or the Transaction Documents to which it is a
  party or for the Builder to exercise any of its rights and powers under this
  Agreement and/or the Transaction Documents; or 8.6 anything is done or
  omitted to be done by the Buyer or the Guarantor which materially prejudices
  the security under the second security and has not been cured within 30 days
  of the builder giving notice thereof to the Buyer; or 8.7 the First Loan is
  declared due and payable prior to its stated maturity by reason of an event
  of default (howsoever defined), or 8.8 an event of default occurs under the
  Shipbuilding Contract as amended in respect of Hull No. S462. 9 POWERS ON
  DEFAULT 9.1 Upon the occurrence of an Event of Default, the Builder may, by
  notice to the Buyer, declare that the Post Delivery Instalment together with
  accrued interest is either immediately due and payable or payable on demand,
  whereupon the Post Delivery Instalment together with accrued interest shall
  become immediately due and payable or (as the case may be) payable on demand
  being made by the Builder. 9.2 In addition the Builder may take any other
  action, exercise any other right or pursue any other remedy conferred upon
  the Builder by this Agreement and/or the Transaction Documents or by any
  applicable law or regulation or otherwise as a consequence of such Event of
  Default. 9.3 Save for the amendments contained herein, all other terms and
  conditions of the Contract shall remain valid and in full force. 9.4 The
  Builders rights under this Clause are subject to the provisions of the
  Intercreditor Deed. 10 TOTAL LOSS Following the occurrence of a Total Loss
  with respect to the Vessel, the Post Delivery Instalment together with accrued
  interest on the Post Delivery Instalment shall become due and payable on the
  earlier of (i) 120 days after such Total Loss has occurred or is deemed to


have occurred,
  and (ii) the day on which insurance proceeds or other compensation monies in
  respect of the Total Loss have been received by the party entitled thereto.
  11 [NOT USED] 12 COSTS AND EXPENSES The Buyer shall promptly on demand pay
  the Builder the amount of all costs and expenses (including legal fees)
  reasonably incurred by the Builder in connection with the negotiation,
  preparation, printing and execution of this Agreement and any other documents
  referred to in this Agreement; and any other documents executed after the
  date of this Agreement. 13 CONFIDENTIALITY This Agreement shall be kept
  strictly private and confidential and shall not be disclosed to any other
  third party. Notwithstanding the foregoing, disclosure is permitted (i) to
  the Buyers and Guarantors financiers and potential financiers, (ii) to the
  Buyers and Guarantors shareholders and affiliates, (iii) to Buyers and
  Guarantors legal and financial advisers and (iv) as may be required by law
  (including by virtue of rules and regulations of any securities exchange
  authorities). 14 ENTIRE AGREEMENT This Agreement shall constitute an integral
  part of the Contract and shall constitute the only and entire agreement
  between the Parties with respect to the subject matter hereof and unless
  otherwise expressly agreed between the Parties, all other agreements, oral or
  written, made and entered into between the Parties prior to the execution of
  this Agreement shall be null and void. 15 ENFORCEMENT AND JURISDICTION This
  Agreement and any non-contractual obligations arising in connection with this
  Agreement is governed by and construed in accordance with English law. 15.1
  The High Court in London England has exclusive jurisdiction to settle any
  dispute arising out of or in connection with this Agreement (including a
  dispute regarding the existence, validity or termination of this Agreement)
  (a Dispute). 15.2 The Parties agree that the High Court in London England
  is the most appropriate and convenient court to settle Disputes and
  accordingly no Party will argue to the contrary. 15.3 Clause 15.2 is for the
  benefit of the Builder only. As a result, the Builder shall not be prevented
  from taking proceedings relating to a Dispute in any other courts with
  jurisdiction. 15.4 To the extent allowed by law, the Builder may take
  concurrent proceedings in any number of jurisdictions. 15.5 Without prejudice
  to any other mode of service allowed under any relevant law, the Buyer:
  15.5.1 irrevocably appoints Danaos Management Consultants whose registered
  office is at 4 Staples Inn, Holborn, London WC1V 7QU as its agent for service
  of process in relation to any proceedings before the English courts in
  connection with this Agreement or any Transaction Document; and


15.5.2 agree
  that failure by a process agent to notify any Buyer of the process will not
  invalidate the proceedings concerned. IN WITNESS WHEREOF, the Parties have
  caused this Agreement to be duly executed on the day and year first above
  written. SIGNATURES For and on behalf of MEGACARRIER (NO. 4) CORP . By:
  [ILLEGIBLE] Name: [ILLEGIBLE] Title: Attorney -in-fact For and on behalf of
  HYUNDAI SAMHO HEAVY INDUSTRIES CO., LTD. By:[ILLEGIBLE] Name : E.C. HAN
  Title:ATTORNEY-IN-FACT [ILLEGIBLE] MICHALIS PAPANIKOLAOU ATTORNEY AT LAW
  DANAOS SHIPPING CO., LTD. 14, AKTI KONDYLI 118 52 PIRAEUS


EXHIBIT A
  PROMISSORY NOTE NO. US$ Date: 20 For value received, Megacarrier (No. 4)
  Corp. a corporation duly organized and existing under the laws of Liberia
  having its registered office at 80 Broad Street, Monrovia, Liberia hereby
  unconditionally promises to pay on to Hyundai Samho Heavy Industries Co.,
  Ltd. or its nominee or its assignees, or any other holder hereof from time to
  time or its order the principal sum of US$ only, and to pay interest on the
  said principal sum from and including [] at the rate of eight per cent (8%)
  per annum, the first payment of interest to be due and payable on [] and
  thereafter payable semi-annually on the [] and on the [] of each and every
  year, until maturity (whether by acceleration or otherwise) and thereafter at
  the rate of ten per cent (10%) per annum until the principal sum and the
  interest thereon are fully paid. Interest shall be calculated on the basis of
  the actual days elapsed and a year of three hundred sixty (360) days. Both
  principal and interest shall be payable in United States Dollars in
  immediately available funds at the account of the [Korea Exchange Bank,
  Seoul, Korea] (Account No. []) with [JP Morgan Chase Bank, New York, U.S.A.]
  without any deduction or withholding for or on account of any present or
  future taxes or other charges. If the maker of this note is required to make
  any such deduction or withholding from any payment hereunder, the maker shall
  pay such additional amount as may be necessary in order that the actual
  amount received after deduction or withholding shall be equal to the amount
  that would have been received if such deduction or withholding were not
  required. This note is one of a series of seven (7) promissory notes in the
  aggregate principal amount of US$[ ] of like form and tenor except their
  respective numbers, principal amounts and dates of maturity (together the
  Series Notes). Each of said notes is secured by a letter of guarantee
  issued by DANAOS CORPORATION a corporation duly organized and existing under
  the laws of [ ] having its registered office at [ ]. In the event of a default
  in the payment of the principal when the same shall become due and payable,
  then interest at the rate of ten per cent (10%) per annum on the principal
  and any accrued interest from the due date to the date of payment shall be
  due and payable together with the principal and accrued interest. In the
  event default shall be made in the payment of the principal or interest on
  this note, or in the payment of the principal of or interest on any of the
  other Series Notes, as and when the same shall become due and payable and
  such default shall continue for a period of fifteen (15) days, the holder of
  this note may at its option declare the principal of and accrued interest on
  this note to be forthwith due and payable, whereupon the same shall be
  forthwith due and payable, and the holder hereof shall have the other
  remedies herein or by law provided. The maker of this note may, if it gives
  the holder not less than fifteen (15) days prior notice, prepay the whole of
  this note by payment of the principal hereof together with accrued interest
  hereon to and including the date of prepayment, provided, however that there
  shall be no default in payment of principal or interest on this note or on
  any of the other Series Notes as of the date of such prepayment.


This note may
  be transferred or assigned by the holder of this note to any bank with the
  prior notice to the maker. The maker unconditionally agrees to promptly pay
  to and reimburse the holder hereof on demand any and all reasonable costs and
  expenses including, without limitation to, reasonable attorneys fees
  incidental to the enforcement or attempted enforcement of this note. The
  holder of this note shall be under no obligation to make presentment,
  protest, demand or notice of any kind whatsoever for the payment of this
  note. The maker and the endorsers of this note hereby waive the right to
  interpose any defense, set-off or counterclaim of any nature or description
  in any action or proceeding arising on, out of, under or by reason of this
  note. The maker hereby authorizes and empowers the holder of this note to
  acknowledge on the makers behalf by endorsement the receipt of the payment
  or prepayment of the principal sum or interest thereon. Upon full payment of
  all sums payable on this note and the other Series Notes, the holder of this
  note shall immediately return this note to the maker with such endorsement to
  the effect that this note has been fully paid. This note and any
  non-contractual obligations arising in connection with this note shall be
  governed by and construed in accordance with the laws of England. The maker
  and the endorsers hereby consent to any legal action or proceeding in
  relation to this note being brought in the High Court in London, England and
  hereby irrevocably waives any immunity from suit, attachment, (before or
  after judgment) or execution on a judgment to which they or their property
  may be entitled. The maker and the endorsers hereby irrevocably submit to the
  exclusive jurisdiction of the courts of England. Without prejudice to any other
  mode of service allowed under any relevant law, the undersigned: irrevocably
  appoints [  ] whose registered office
  is at [  ] as its agent for service of
  process in relation to any proceedings before the High Court in London,
  England in connection with this note; and agrees that failure by a process
  agent to notify the undersigned of the process will not invalidate the
  proceedings concerned. The maker hereby certifies and declares that all acts,
  conditions and things required to be done and performed and to have happened
  precedent to the creation and issuance of this note, and to constitute this
  note the valid obligation of the maker in accordance with its terms, have
  been done and performed and have happened in due and strict compliance with
  all applicable laws and regulation. IN WITNESS WHEREOF, the undersigned has
  caused this note be signed in its corporate name by its representative
  thereunto duly authorized on the day and year first above written.


For and on
  behalf of [MEGACARRIER (NO. 4) CORP.] By Name: Title:


EXHIBIT B Date:
  20 Hyundai Samho Heavy Industries Co., Ltd. 1700, Yongdang-Ri, Samho-Eup,
  Youngam-Gun, Chollanam-Do, KOREA LETTER OF GUARANTEE NO. Gentlemen : In
  consideration of your completing and delivering one (1) 12,600 TEU Class
  Container Carrier, your Hull No. 459 (hereinafter called the Vessel), to
  MEGACARRIER (NO. 4) CORP. (hereinafter called the Buyer), on deferred
  payment basis, under a certain shipbuilding Contract dated 28 September 2007,
  as amended, entered into by and between you and the Buyer, the undersigned,
  as primary obligor and not as surety merely, does hereby irrevocably,
  absolutely and unconditionally guarantee jointly and severally the due and
  punctual payment (whether at the stated maturity, by acceleration or
  otherwise) by the Buyer of the promissory note No. in the principal amount of
  US$ to be due and payable on to be issued by the Buyer to the order of
  yourself upon delivery of the Vessel pursuant to the said shipbuilding
  Contract, and also guarantee the due and punctual payment by the Buyer of
  interest on this promissory note No. , the first payment of interest to be
  due and payable on [ ] and thereafter payable semi-annually, at the rate of
  eight per cent (8%) per annum until maturity (by acceleration or otherwise)
  and thereafter at the rate of ten per cent (10%) per annum until full
  payment. Interest shall be calculated on the basis of the actual days elapsed
  and a year of three hundred sixty (360) days. The undersigned hereby waives
  the right to interpose any defense, set-off or counter-claim of any nature or
  description in any action or proceedings arising on, out of, under or by
  reason of the notes or this letter of guarantee or said shipbuilding
  Contract. The Promissory Note No. is one of a series of (7) Promissory Notes
  in the aggregate principal amount of US$ [ ]. In the event that the Buyer
  fails to pay the said Promissory Note and/or interest thereon on the maturity
  date (by acceleration or otherwise) in accordance with the terms of the said
  promissory notes, the undersigned will pay to you the amounts due immediately
  upon receipt by us of written demand from you including a statement that the
  Buyer is in default of payment of the said promissory notes and/or interest
  thereon, without requesting you to take any or further procedure or step
  against the Buyer or with respect to the promissory notes and/or interest
  thereon, together with default interest on any such amounts demanded by you
  as aforesaid from the due date thereof until the payment in full of such
  amounts at the rate of ten per cent (10%) per annum payable in accordance
  with the terms of the said promissory notes and any and all reasonable costs
  and expenses including, without limitation, reasonable attorneys fees
  incidental to the enforcement or attempted enforcement of this guarantee. The
  undersigned hereby consents to any renewals, changes, extensions or partial
  payments of the promissory notes or the indebtedness for which they are given
  without prior notice to us, and consents that no such renewals, changes,
  extensions or partial payments shall discharge any party to the promissory
  note or us from any liability thereon or hereon in whole or in part (other
  than to the extent of any such partial prepayment).


The undersigned
  hereby agrees that this guarantee and undertaking hereunder shall be
  assignable to and shall inure to the benefit of the holder of the promissory
  note No. as if each of them was originally named herein. The payment by the
  undersigned under this guarantee shall be made in United States Dollars in
  immediately available funds by telegraphic transfer to the account of the
  [Korea Exchange Bank, Seoul, Korea] (Account No. []) with [JP Morgan Chase
  Bank, New York, U.S.A.] in favour of you or your assignee without deduction,
  withholding or set-off. In the event that any deduction or withholding is
  imposed on any payment to be made hereunder by law or by any taxing
  authority, the undersigned agrees to pay such additional amount as may be
  necessary in order that the actual amount received after deduction or
  withholding shall be equal to the amount that would have been received if
  such deduction or withholding were not required after allowance for any
  increase in taxes or charges payable by virtue of the receipt of such additional
  amount. This letter of guarantee shall come into full force and effect upon
  delivery of the Vessel by you to the Buyer and shall continue in force and
  effect until the full payment of the promissory note No. and interest thereon
  whichever occurs last. The obligation of the undersigned hereunder is joint
  and several with any other guarantee or security and absolute and
  unconditional irrespective of any legal limitation, disability, incapacity or
  other circumstance relating to the Buyer or any other person, or any
  amendment or supplement to the said shipbuilding Contract, the promissory
  notes or any other document, instrument or agreement contemplated therein or
  of the genuineness, legality, validity, regularity or enforceability of the
  said shipbuilding Contract, the Promissory Notes or any other documents,
  instruments or agreements contemplated therein. This shall be a continuing
  guarantee and shall cover and secure any ultimate balance owing under the
  promissory note No., but you shall not be obliged to exhaust your recourse
  against the Buyer or the securities which you may hold before being entitled
  to payment from the undersigned of the obligation hereby guaranteed. The
  undersigned hereby represents and warrants that (A) the undersigned is a
  company duly organised and validly existing and in full compliance with the
  laws of the [  ] and has full legal
  right, power and authority to execute this letter of guarantee and to perform
  its obligations hereunder, (B) it has taken all appropriate and necessary corporate
  action to authorize the issuance of this letter of guarantee and the
  performance by it of its obligations hereunder, (C) the execution, delivery
  and performance of this letter of guarantee and the covenants herein
  contained will not violate or contravene any provisions of any applicable
  treaty, law or regulation or any judgment order or decree of any court, or
  governmental agency, or violate or result in breach of its constitutional
  documents, (D) this letter of guarantee constitutes the legal, valid and
  binding obligations of the undersigned enforceable in accordance with its
  terms subject to overriding principles, if any, of insolvency law, and (E) it
  has obtained all necessary consents, licenses, approvals, and authorisations,
  and registrations or declarations, with any governmental authority required
  in connection with the validity and enforceability of its guarantee and the
  same are in full force and effect. This letter of guarantee and any
  non-contractual obligations arising in connection with this letter of
  guarantee shall be governed by and construed in accordance with the laws of
  England. The undersigned hereby irrevocably consents that any legal action or
  proceeding against the undersigned, or any of its property, with respect to
  this letter of guarantee may be brought in the High Court in London, England,
  and by execution and delivery of this letter of guarantee the undersigned
  hereby accepts in regard to any such action or proceeding, for itself and in
  respect of its property, generally and unconditionally the exclusive
  jurisdiction of the aforesaid court.


Notwithstanding
  anything to the contrary contained in this letter of guarantee or any of the
  documents executed as security therefore, the agreement, obligations and
  liabilities of the undersigned herein contained are joint and several and
  shall be construed accordingly. The undersigned agrees and consents to be
  bound by this letter of guarantee notwithstanding that this letter of
  guarantee may be invalid or unenforceable against the undersigned, whether or
  not the deficiency is known to yourself. You shall be at liberty to release
  the undersigned from this letter of guarantee and to compound with or
  otherwise vary or agree to vary the liability or to grant time and indulgence
  to make other arrangements with the undersigned without prejudicing or
  affecting the rights and remedies of yourself against the other undersigned.
  Without prejudice to any other mode of service allowed under any relevant
  law, the undersigned irrevocably appoints [ ] whose registered office is at [
  ] as its agent for service of process in relation to any proceedings before
  the High Court in London, England in connection with this letter of
  guarantee; and agrees that failure by a process agent to notify the
  undersigned of the process will not invalidate the proceedings concerned. The
  undersigned represents and warrants that this letter of guarantee is a
  commercial act and that the undersigned is not entitled to claim immunity
  from legal proceedings with respect to itself or any of its properties or
  assets on the grounds of sovereignty or otherwise under any law. To the
  extent that the undersigned or any of its properties or assets has or
  hereafter may acquire any right to immunity from set-off, legal proceedings,
  attachment prior to judgment, other attachment or execution of judgment on
  the grounds of sovereignty or otherwise, the undersigned for itself and its
  properties and other assets hereby irrevocably waives such right to immunity
  in respect of its obligations under this letter of guarantee. After this
  letter of guarantee shall have expired as aforesaid, you will return the same
  to the undersigned without any request from the undersigned. IN WITNESS
  WHEREOF, the undersigned has caused this letter of guarantee to be executed
  and delivered by its duly authorised representative on the day and year above
  written. Yours very truly, for and on behalf of DANAOS CORPORATION. By Name:
  Title : for and on behalf of


AGREEMENT This
  Agreement is made on this 27th day of September 2010 by and between: (1)
  MEGACARRIER (NO.5) CORP. (the Buyer); and (2) HYUNDAI SAMHO HEAVY
  INDUSTRIES CO., LTD. (the Builder), (hereinafter the parties referred to
  individually as the Party and collectively as the Parties), to amend and
  supplement the Contract as defined hereinafter. WHEREAS: A. The Buyer and the
  Builder entered into a shipbuilding contract on 28 September, 2007 as amended
  and supplemented from time to time (the Contract) for the construction and
  sale of one (1) 12,600 TEU class container carrier, having the Builders Hull
  No S460 (the Vessel). B. The Buyer desires to postpone part of the final
  instalment of the Contract Price (as that term is defined in the Contract)
  until after delivery of the Vessel. C. The Buyer is willing to execute and
  deliver to the Builder the Mortgage, Assignment and the Time Charter
  Assignment (each as hereinafter defined) in respect of the Vessel as security
  for the payment of the postponed part of the final instalment referred to in
  Recital (B) above. D. Danaos Corporation (the Guarantor) is willing to
  execute and deliver to the Builder the Letter of Guarantee (as hereinafter
  defined) guaranteeing the payment of the postponed part of the final
  instalment referred to in Recital (B) above. E. The Builder is willing to
  agree to such deferral of part of the final instalment upon the terms and
  conditions herein below. NOW, THEREFORE, for good and valuable consideration
  the Parties hereby agree to enter into this AGREEMENT on the following terms
  and conditions. 1 DEFINITIONS Assignment has the meaning given in Clause
  3.4. Business Day means a day (other than a Saturday or Sunday) on which
  banks are open for general business in London, New York Athens and Seoul.
  Delivery Instalment has the meaning given in Clause 2.1. Delivery
  Instalment Due Date has the meaning given in Clause 2.2. Due Date means
  the Delivery Instalment Due Date and any Post Delivery Instalment Due Date
  and in the plural means both of them. Event of Default has the meaning
  given in Clause 8. First Loan means the Loan made or to be made available
  to, amongst others, the Buyer by the First Mortgagee in respect of (inter
  alia) the Vessel.


First
  Mortgagee means the agent that the lenders, Citibank, N.A. and EFG Eurobank
  Ergasias S.A., will appoint. First Security means (i) the first preferred
  Liberian mortgage over the Vessel in favour of the First Mortgagee and (ii)
  the first priority assignment of the earnings, insurance and requisition
  compensation relating to the Vessel in favour of the First Mortgagee.
  Intercreditor Deed means the intercreditor deed between the First Mortgagee
  and the Builder under which the Post Delivery Instalment shall rank behind
  the claims of the First Mortgagee under the First Loan entered into or to be
  entered into between (inter alia) the First Mortgagee and the Buyer providing
  (inter alia) for the First Security Letter of Guarantee has the meaning
  given in Clause 3.2. Mortgage has the meaning given in Clause 3.3. Post
  Delivery Instalment has the meaning given in Clause 2.1. Post Delivery
  Instalment Due Date has the meaning given in Clause 2.3. Promissory Note
  has the meaning given in Clause 3.1. Second Security means the Mortgage,
  the Assignment and the Time Charter Assignment. Tax means any tax (other
  than tax on the overall income of the Builder, levy, impost, duty or other
  charge or withholding of a similar nature (including any penalty or interest
  payable in connection with any failure to pay or any delay in paying any of
  the same). Tax Deduction means a deduction or withholding for or on account
  of Tax from a payment under a Transaction Document except for those imposed
  in Korea upon the payment of the Post Delivery Instalment. Time Charterer
  means Hyundai Merchant Marine Co., Ltd of Korea. Time Charter means the
  time charter dated 18 October 2007 as amended by addendum no. 1 and addendum
  no. 2 between the Buyer and the Time Charterer. Time Charter Assignment has
  the meaning given in clause 3.5 Total Loss means: (a) actual, constructive,
  compromised, agreed or arranged total loss of the Vessel; (b) requisition for
  title or other compulsory acquisition of the Vessel otherwise than by
  requisition for hire; (c) capture, seizure, arrest, detention, or
  confiscation of the Vessel by any person, governmental authority or
  government or by persons acting or purporting to act on behalf of any
  government or any other person which deprives the Buyer of the use of the Vessel
  for 90 days or more after that occurrence; and (d) requisition for hire of
  the Vessel by any government or by persons acting or purporting to act on
  behalf of any government which deprives the Buyer of the use of the Vessel
  for a period of 90 days or more. Transaction Documents means the Contract,
  this Agreement, the Second Security, the Promissory Notes, the Letter of
  Guarantee, the Time Charter Assignment and the Intercreditor Deed.


2 POSTPONEMENT
  OF PAYMENT OF INSTALMENTS 2.1 The final instalment of the Contract Price
  under the Contract will be payable by the Buyer as the delivery instalment
  (the Delivery Instalment) and the post delivery instalment (the Post
  Delivery Instalment). 2.2 The Delivery Instalment in the sum of U.S. Dollars
  Fifty Eight Million Five Hundred and Two Thousand and Thirty Five
  (US$58,502,035) plus any increase or minus any decrease due to modifications
  and/or adjustment, if any, to the Contract Price under Articles III and V of
  the Contract arising prior to delivery of the Vessel shall be paid by the
  Buyer on the delivery of the Vessel which is scheduled on June 27, 2012 or
  such later date as is permissible pursuant to the Contract (the Delivery
  Instalment Due Date). 2.3 The Post Delivery Instalment amounting to U.S. Dollars
  Twenty Four Million Nine Hundred Fifty Five Thousand Nine Hundred and Sixty
  Five (US$24,955,965) shall be paid over a period of four (4) years from the
  actual delivery of the Vessel in seven (7) equal instalments the first due
  date being June 27, 2013 and the remaining six instalments payable
  semi-annually thereafter as listed in Table 1. (each a Post Delivery
  Instalment Due Date). Interest shall accrue at the rate of eight per cent
  (8%) per annum on all of the outstanding balance of the Post Delivery
  Instalment which shall be paid by the Buyer semi-annually the first due date
  being December 27, 2012 and at six month intervals thereafter as listed in
  Table 1. The rate of interest shall be increased to ten per cent (10%) per
  annum in the event of default. <Repayment schedule for the Post Delivery
  Instalment based on the the delivery of the Vessel on June 27, 2012.>
  Table 1 PAYMENT DUE DATE PRINCIPAL(A) INTEREST(B) TOTAL(A+B) 1st
  27-Dec-12  $1,014,875 $1,014,875
  27-Jun-13 $3,565,137 $1,009,330 $4,574,467 2nd 27-Dec-13 $3,565,137 $869,893
  $4,435,030 3rd 27-Jun-14 $3,565,137 $720,950 $4,286,087 4th 27-Dec-14
  $3,565,137 $579,929 $4,145,066 5th 27-Jun-15 $3,565,137 $432,570 $3,997,707
  6th 27-Dec-15 $3,565,137 $289,964 $3,855,101 7th 27-Jun-16 $3,565,143 $144,982
  $3,710,125 TOTAL $24,955,965 $5,062,493 $30,018,458  The figures in above Table 1 shall be
  adjusted in accordance with Clause 2.3 if the actual delivery of the Vessel
  is other than June 27, 2012. 2.4 It is understood and agreed by the Builder
  and the Buyer that no payments to be made by the Buyer pursuant to this
  Clause 2 shall be delayed or withheld by the Buyer due to any dispute or
  disagreement of whatsoever nature arising between the Builder and the Buyer.
  If a Due Date would otherwise fall on a day which is not a Business Day, that
  Due Date will instead be on the next Business Day in that calendar month (if
  there is one) or the preceding Business Day (if there is not). 2.5 The Buyer
  shall make all payments without any Tax Deduction, unless a Tax Deduction is
  required by law.


2.6 If a Tax
  Deduction is required by law to be made by the Buyer, the amount of the
  payment due from the Buyer shall be increased to an amount which (after
  making any Tax Deduction) leaves an amount equal to the payment which would
  have been due if no Tax Deduction had been required. 2.7 The Buyer may at any
  time, if it gives the Builder not less than 15 days prior notice, prepay the
  whole or part of the Post Delivery Instalment, but if in part then the Buyer
  shall state which of the Promissory Notes is to be prepaid and such
  Promissory Note shall be prepaid in full and not in part. Any prepayment
  shall be made together with accrued interest. 2.8 Article X. 8 of the
  Contract shall be amended and shall hereafter be read so that at the end of
  the first paragraph the following wording is inserted:- In the event that
  the BUYER pays to the BUILDER any amount in excess of the pre-delivery
  instalments, the BUILDER will procure that Shinhan Bank of Korea will amend
  its letter of guarantee (or arrange for the issue of a replacement) so as to
  include such excess amount. 3 SECURITIES TO BE FURNISHED BY THE BUYER As a
  condition precedent to the effectiveness of this Agreement the Buyer shall
  furnish the Builder with securities as follows upon the delivery of the
  Vessel. 3.1 Promissory Notes The Buyer shall execute and deliver to the
  Builder seven (7) promissory notes (each individually a Promissory Note and
  collectively the Promissory Notes) as follows: (a) Each Promissory Note shall
  relate to an instalment under the Post Delivery Instalment and shall be for a
  payment of an amount of principal (A) and interest (B) as listed in Table 1
  next to the corresponding instalment to which that Promissory Note relates.
  (b) Each Promissory Note shall be in the form annexed hereto as Exhibit A.
  3.2 Letter of Guarantee The Buyer shall furnish the Builder with an
  unconditional letter of guarantee, being in the form annexed hereto as
  Exhibit B and in respect of each Promissory Note issued by the Buyer (each
  individually a Letter of Guarantee and collectively the Letters of
  Guarantee) each such Letter of Guarantee to be duly executed and delivered
  by the Guarantor guaranteeing the payment by the Buyer of the principal sums
  and interest specified in the relevant Promissory Note. 3.3 Second Preferred
  Mortgage on the Vessel The Buyer shall execute and deliver to the Builder a
  second preferred Liberian mortgage over the Vessel in the maximum principal
  amount of US$32,442,755 in form and substance satisfactory to the Builder
  (the Mortgage) as security for (i) the Buyers obligations under the
  Promissory Notes and (ii) the obligations of the Buyer under this Agreement.


3.4 Second
  Priority Assignment The Buyer shall execute and deliver to the Builder a
  second priority assignment of its interests in the earnings, insurances and
  requisition compensation of the Vessel in form and substance satisfactory to
  the Builder (the Assignment) as security for (i) the Buyers obligations under
  the Promissory Notes and (ii) the obligations of the Buyer under this
  Agreement. 3.5 Time Charter Assignment The Buyer shall execute and deliver to
  the Builder a second priority assignment of its interests in the Time Charter
  of the Vessel in form and substance satisfactory to the Builder (the Time
  Charter Assignment) as security for (i) the Buyers obligations under the
  Promissory Notes and (ii) the obligations of the Buyer under this Agreement.
  4 OTHER CONDITIONS PRECEDENT The Buyer shall, on or prior to delivery of the
  Vessel, provide the following to the Builder: 4.1 satisfactory evidence that
  the earnings, insurance and requisition compensation of the Vessel are free
  from encumbrances other than the First Security. 4.2 satisfactory evidence
  that the Vessel is insured and classed as provided by the terms of the
  [Mortgage] and that the Mortgage is duly registered on the Liberian Ship
  Register; 4.3 certified true copies of the constitutional documents of the
  Buyer and the Guarantor together with certified true copies of board
  resolutions of the Buyer and certified extract of the standing resolutions of
  the Guarantor and a power of attorney authorising the execution of this
  Agreement, the Second Security, the Promissory Notes and the Letters of
  Guarantee and to which the Buyer and the Guarantor is, or will be a party;
  4.4 certified true copies of all licenses, consents or approvals which may be
  required by the Buyer or the Guarantor in connection with the execution and
  validity and enforceability of any of the documents to which they are a
  party; 4.5 originals or certified true copies from the Buyers and the
  Guarantors agents for receipt of service and proceedings accepting their
  appointment under each of the documents in which they are to be appointed as
  agents; 4.6 the Intercreditor Deed duly signed; 4.7 satisfactory legal
  opinions addressed to the Builder on matters of Liberian and Marshall Islands
  law relating to the due execution of all documents by the Buyer and the
  Guarantor and the validity of this Agreement, the Promissory Notes, the
  Letter of Guarantee and all of the Second Security executed in favour of the
  Builder. 5 DEFAULT INTEREST If the Builder does not receive on the due date
  any sum due from the Buyer under this Agreement (or any other agreement
  entered into by the Buyer in connection with this Agreement), the Buyer shall
  on demand pay interest on such sum from and including the due date to the
  date of actual payment (as well as before judgment) at the rate per annum of
  ten per cent (10%).


6 CALCULATION
  OF INTEREST All payments of interest hereunder shall accrue from day-to-day
  and shall be calculated on the basis of the actual number of days elapsed in
  a three hundred and sixty (360) day year. 7 GENERAL UNDERTAKINGS The Buyer
  further undertakes that, throughout the period from the date hereof until the
  full amount of the Delivery Instalment and Post Delivery Instalment together
  with accrued interest thereon has been paid to the Builder: 7.1 it will
  ensure that at all times the claims of the Builder against it under this
  Agreement rank at least pari passu with the claims of all its other unsecured
  creditors save those whose claims are preferred by any bankruptcy, insolvency
  or other similar laws of general application; 7.2 it will ensure that at all
  times the insured value of the Vessel in the hull and machinery policies
  shall in no event be less than one hundred and twenty five per cent (125%)
  of, the contract price under the Contract; the Buyer will (i) upon the
  Builders written request provide the Builder with copies of the said
  insurance policies; and (ii) notify the Builder promptly and in writing of
  any changes to the insured value of the Vessel whether made pursuant to this
  undertaking or otherwise; 7.3 it shall procure that the interest of the Builder
  shall be endorsed on the relevant hull and machinery policy by incorporation
  of a loss payable clause (in a form agreed by the Builder) and notice of
  assignment of insurances signed by the Buyer and that the Builder shall be
  furnished with proforma copies thereof and a letter of undertaking in such
  form as is customary; 7.4 it shall procure that the interest of the Builder
  shall be endorsed on the Certificate of Entry or policy of the protection and
  indemnity and/or war risks association by incorporation of a loss payable
  clause (in a form agreed by the Builder) and notice of assignment of
  insurances signed by the Buyer and that the Builder shall be furnished with a
  copy of the certificate of entry or policy and a letter of undertaking in
  such form as is customary by the P&I association; 7.5 it shall ensure
  that the earnings, insurances and requisition compensation of the Vessel are
  free from encumbrances other than the First Security and Second Security; 7.6
  it shall not create or permit to subsist any mortgage, charge, pledge, lien
  or other security interest securing any obligation of any person or any other
  agreement or arrangement having a similar effect over any of its assets other
  than the First Security and Second Security and liens arising in the ordinary
  course of business or by operation of law. 8 EVENTS OF DEFAULT Each of the
  following events shall constitute an event of default (each an Event of
  Default) (whether such event shall occur or come about voluntarily or
  involuntarily or by operation of law or regulation or pursuant to, or in
  compliance with, any judgment, decree or order of any court or other
  authority): 8.1 The Buyer fails to pay any amount (whether in respect of
  principal, interest or otherwise) due and payable by the Buyer to the Builder
  under this Agreement or any of the Promissory Notes on the due date and such
  failure is not remedied within 15 days; or


8.2 the Buyer
  or the Guarantor defaults in the due performance and discharge of any of its
  other duties or liabilities under this Agreement or the Transaction Documents
  to which it is a party unless such failure, in the Builders opinion, is
  capable of remedy and is remedied within 30 days of such failure; or 8.3 any
  order shall be made by any competent court or other competent authority or a
  resolution shall be passed by the Buyer or the Guarantor, for the appointment
  of a liquidator of, or otherwise for the winding-up or dissolution of the
  Buyer or the Guarantor, except for the purpose of amalgamation or
  re-organisation (not involving or arising out of insolvency) the terms of
  which shall have received the prior written approval of the Builder; or 8.4
  an administrator, receiver, administrative receiver, manager, trustee or
  similar official is appointed (and such appointment is not cancelled or
  withdrawn within 30 days) for all or a part of the assets and undertaking of
  the Buyer having a value of at least $500,000 or the Guarantor having a value
  of at least $5,000,000; or 8.5 it becomes unlawful for the Buyer or the
  Guarantor to perform and discharge any of its duties and liabilities
  contained in this Agreement and/or the Transaction Documents to which it is a
  party or for the Builder to exercise any of its rights and powers under this
  Agreement and/or the Transaction Documents; or 8.6 anything is done or
  omitted to be done by the Buyer or the Guarantor which materially prejudices
  the security under the second security and has not been cured within 30 days
  of the builder giving notice thereof to the Buyer; or 8.7 the First Loan is
  declared due and payable prior to its stated maturity by reason of an event
  of default (howsoever defined), or 9 POWERS ON DEFAULT 9.1 Upon the
  occurrence of an Event of Default, the Builder may, by notice to the Buyer,
  declare that the Post Delivery Instalment together with accrued interest is
  either immediately due and payable or payable on demand, whereupon the Post
  Delivery Instalment together with accrued interest shall become immediately
  due and payable or (as the case may be) payable on demand being made by the
  Builder. 9.2 In addition the Builder may take any other action, exercise any
  other right or pursue any other remedy conferred upon the Builder by this
  Agreement and/or the Transaction Documents or by any applicable law or
  regulation or otherwise as a consequence of such Event of Default. 9.3 Save
  for the amendments contained herein, all other terms and conditions of the
  Contract shall remain valid and in full force. 9.4 The Builders rights under
  this Clause are subject to the provisions of the Intercreditor Deed. 10 TOTAL
  LOSS Following the occurrence of a Total Loss with respect to the Vessel, the
  Post Delivery Instalment together with accrued interest on the Post Delivery
  Instalment shall become due and payable on the earlier of (i) 120 days after
  such Total Loss has occurred or is deemed to have occurred, and (ii) the day
  on which insurance proceeds or other compensation monies in respect of the
  Total Loss have been received by the party entitled thereto.


11 [NOT USED]
  12 COSTS AND EXPENSES The Buyer shall promptly on demand pay the Builder the
  amount of all costs and expenses (including legal fees) reasonably incurred
  by the Builder in connection with the negotiation, preparation, printing and
  execution of this Agreement and any other documents referred to in this
  Agreement; and any other documents executed after the date of this Agreement.
  13 CONFIDENTIALITY This Agreement shall be kept strictly private and
  confidential and shall not be disclosed to any other third party. Notwithstanding
  the foregoing, disclosure is permitted (i) to the Buyers and Guarantors
  financiers and potential financiers, (ii) to the Buyers and Guarantors
  shareholders and affiliates, (iii) to Buyers and Guarantors legal and
  financial advisers and (iv) as may be required by law (including by virtue of
  rules and regulations of any securities exchange authorities). 14 ENTIRE
  AGREEMENT This Agreement shall constitute an integral part of the Contract
  and shall constitute the only and entire agreement between the Parties with
  respect to the subject matter hereof and unless otherwise expressly agreed
  between the Parties, all other agreements, oral or written, made and entered
  into between the Parties prior to the execution of this Agreement shall be
  null and void. 15 ENFORCEMENT AND JURISDICTION This Agreement and any
  non-contractual obligations arising in connection with this Agreement is
  governed by and construed in accordance with English law. 15.1 The High Court
  in London England has exclusive jurisdiction to settle any dispute arising
  out of or in connection with this Agreement (including a dispute regarding
  the existence, validity or termination of this Agreement) (a Dispute). 15.2
  The Parties agree that the High Court in London England is the most
  appropriate and convenient court to settle Disputes and accordingly no Party
  will argue to the contrary. 15.3 Clause 15.2 is for the benefit of the
  Builder only. As a result, the Builder shall not be prevented from taking
  proceedings relating to a Dispute in any other courts with jurisdiction. 15.4
  To the extent allowed by law, the Builder may take concurrent proceedings in
  any number of jurisdictions. 15.5 Without prejudice to any other mode of
  service allowed under any relevant law, the Buyer: 15.5.1 irrevocably appoints
  Danaos Management Consultants whose registered office is at 4 Staples Inn,
  Holborn, London WC1V 7QU as its agent for service of process in relation to
  any proceedings before the English courts in connection with this Agreement
  or any Transaction Document; and 15.5.2 agree that failure by a process agent
  to notify any Buyer of the process will not invalidate the proceedings
  concerned.


IN WITNESS
  WHEREOF, the Parties have caused this Agreement to be duly executed on the
  day and year first above written. SIGNATURES For and on behalf of MEGACARRIER
  (NO. 5) CORP By: [ILLEGIBLE] Name: [ILLEGIBLE] Title: Attorney-in-fact  For and on behalf of HYUNDAI SAMHO HEAVY
  INDUSTRIES CO., LTD. [ILLEGIBLE] [ILLEGIBLE] ATTORNEY AT LAW By [ILLEGIBLE]
  [ILLEGIBLE] Name : [ILLEGIBLE] 14, AKTI [ILLEGIBLE] Title ATTORNEY-IN-FACT
  188 52 PIRALUS


EXHIBIT A
  PROMISSORY NOTE NO. US$ Date: 20 For value received, Megacarrier (No. 5)
  Corp. a corporation duly organized and existing under the laws of Liberia
  having its registered office at 80 Broad Street, Monrovia, Liberia hereby
  unconditionally promises to pay on to Hyundai Samho Heavy Industries Co.,
  Ltd. or its nominee or its assignees, or any other holder hereof from time to
  time or its order the principal sum of US$ only, and to pay interest on the
  said principal sum from and including [] at the rate of eight per cent (8%)
  per annum, the first payment of interest to be due and payable on [] and
  thereafter payable semi-annually on the [] and on the [] of each and every
  year, until maturity (whether by acceleration or otherwise) and thereafter at
  the rate of ten per cent (10%) per annum until the principal sum and the
  interest thereon are fully paid. Interest shall be calculated on the basis of
  the actual days elapsed and a year of three hundred sixty (360) days. Both
  principal and interest shall be payable in United States Dollars in
  immediately available funds at the account of the [Korea Exchange Bank,
  Seoul, Korea] (Account No. []) with [JP Morgan Chase Bank, New York, U.S.A.]
  without any deduction or withholding for or on account of any present or
  future taxes or other charges. If the maker of this note is required to make
  any such deduction or withholding from any payment hereunder, the maker shall
  pay such additional amount as may be necessary in order that the actual
  amount received after deduction or withholding shall be equal to the amount
  that would have been received if such deduction or withholding were not
  required. This note is one of a series of seven (7) promissory notes in the
  aggregate principal amount of US$[ ] of like form and tenor except their
  respective numbers, principal amounts and dates of maturity (together the
  Series Notes). Each of said notes is secured by a letter of guarantee
  issued by DANAOS CORPORATION a corporation duly organized and existing under
  the laws of [ ] having its registered office at [ ]. In the event of a
  default in the payment of the principal when the same shall become due and
  payable, then interest at the rate of ten per cent (10%) per annum on the
  principal and any accrued interest from the due date to the date of payment
  shall be due and payable together with the principal and accrued interest. In
  the event default shall be made in the payment of the principal or interest
  on this note, or in the payment of the principal of or interest on any of the
  other Series Notes, as and when the same shall become due and payable and
  such default shall continue for a period of fifteen (15) days, the holder of
  this note may at its option declare the principal of and accrued interest on
  this note to be forthwith due and payable, whereupon the same shall be
  forthwith due and payable, and the holder hereof shall have the other
  remedies herein or by law provided. The maker of this note may, if it gives
  the holder not less than fifteen (15) days prior notice, prepay the whole of
  this note by payment of the principal hereof together with accrued interest
  hereon to and including the date of prepayment, provided, however that there
  shall be no default in payment of principal or interest on this note or on
  any of the other Series Notes as of the date of such prepayment.


This note may
  be transferred or assigned by the holder of this note to any bank with the
  prior notice to the maker. The maker unconditionally agrees to promptly pay
  to and reimburse the holder hereof on demand any and all reasonable costs and
  expenses including, without limitation to, reasonable attorneys fees
  incidental to the enforcement or attempted enforcement of this note. The
  holder of this note shall be under no obligation to make presentment,
  protest, demand or notice of any kind whatsoever for the payment of this
  note. The maker and the endorsers of this note hereby waive the right to
  interpose any defense, set-off or counterclaim of any nature or description
  in any action or proceeding arising on, out of, under or by reason of this
  note. The maker hereby authorizes and empowers the holder of this note to
  acknowledge on the makers behalf by endorsement the receipt of the payment
  or prepayment of the principal sum or interest thereon. Upon full payment of
  all sums payable on this note and the other Series Notes, the holder of this
  note shall immediately return this note to the maker with such endorsement to
  the effect that this note has been fully paid. This note and any
  non-contractual obligations arising in connection with this note shall be
  governed by and construed in accordance with the laws of England. The maker
  and the endorsers hereby consent to any legal action or proceeding in
  relation to this note being brought in the High Court in London, England and
  hereby irrevocably waives any immunity from suit, attachment, (before or
  after judgment) or execution on a judgment to which they or their property
  may be entitled. The maker and the endorsers hereby irrevocably submit to the
  exclusive jurisdiction of the courts of England. Without prejudice to any
  other mode of service allowed under any relevant law, the undersigned:
  irrevocably appoints [ ] whose registered office is at[ ] as its agent for
  service of process in relation to any proceedings before the High Court in
  London, England in connection with this note; and agrees that failure by a
  process agent to notify the undersigned of the process will not invalidate
  the proceedings concerned. The maker hereby certifies and declares that all
  acts, conditions and things required to be done and performed and to have
  happened precedent to the creation and issuance of this note, and to
  constitute this note the valid obligation of the maker in accordance with its
  terms, have been done and performed and have happened in due and strict
  compliance with all applicable laws and regulation. IN WITNESS WHEREOF, the
  undersigned has caused this note be signed in its corporate name by its representative
  thereunto duly authorized on the day and year first above written.


For and on
  behalf of [MEGACARRIER (NO. 5) CORP.] By Name: Title:


EXHIBIT B Date:
  20 Hyundai Samho Heavy Industries Co., Ltd. 1700, Yongdang-Ri, Samho-Eup,
  Youngam-Gun, Chollanam-Do, KOREA LETTER OF GUARANTEE NO. Gentlemen : In
  consideration of your completing and delivering one (1) 12,600 TEU Class
  Container Carrier, your Hull No. 460 (hereinafter called the Vessel), to
  MEGACARRIER (NO. 5) CORP. (hereinafter called the Buyer), on deferred
  payment basis, under a certain shipbuilding Contract dated 28 September 2007,
  as amended, entered into by and between you and the Buyer, the undersigned,
  as primary obligor and not as surety merely, does hereby irrevocably, absolutely
  and unconditionally guarantee jointly and severally the due and punctual
  payment (whether at the stated maturity, by acceleration or otherwise) by the
  Buyer of the promissory note No. in the principal amount of US$ to be due and
  payable on to be issued by the Buyer to the order of yourself upon delivery
  of the Vessel pursuant to the said shipbuilding Contract, and also guarantee
  the due and punctual payment by the Buyer of interest on this promissory note
  No. , the first payment of interest to be due and payable on [ ]and
  thereafter payable semi-annually, at the rate of eight per cent (8%) per
  annum until maturity (by acceleration or otherwise) and thereafter at the
  rate of ten per cent (10%) per annum until full payment. Interest shall be
  calculated on the basis of the actual days elapsed and a year of three
  hundred sixty (360) days. The undersigned hereby waives the right to
  interpose any defense, set-off or counter-claim of any nature or description
  in any action or proceedings arising on, out of, under or by reason of the
  notes or this letter of guarantee or said shipbuilding Contract. The
  Promissory Note No. is one of a series of (7) Promissory Notes in the
  aggregate principal amount of US$ [ ]. In the event that the Buyer fails to
  pay the said Promissory Note and/or interest thereon on the maturity date (by
  acceleration or otherwise) in accordance with the terms of the said
  promissory notes, the undersigned will pay to you the amounts due immediately
  upon receipt by us of written demand from you including a statement that the
  Buyer is in default of payment of the said promissory notes and/or interest
  thereon, without requesting you to take any or further procedure or step
  against the Buyer or with respect to the promissory notes and/or interest
  thereon, together with default interest on any such amounts demanded by you
  as aforesaid from the due date thereof until the payment in full of such
  amounts at the rate of ten per cent (10%) per annum payable in accordance
  with the terms of the said promissory notes and any and all reasonable costs
  and expenses including, without limitation, reasonable attorneys fees
  incidental to the enforcement or attempted enforcement of this guarantee. The
  undersigned hereby consents to any renewals, changes, extensions or partial
  payments of the promissory notes or the indebtedness for which they are given
  without prior notice to us, and consents that no such renewals, changes,
  extensions or partial payments shall discharge any party to the promissory
  note or us from any liability thereon or hereon in whole or in part (other
  than to the extent of any such partial prepayment).


The undersigned
  hereby agrees that this guarantee and undertaking hereunder shall be
  assignable to and shall inure to the benefit of the holder of the promissory
  note No. as if each of them was originally named herein. The payment by the
  undersigned under this guarantee shall be made in United States Dollars in
  immediately available funds by telegraphic transfer to the account of the
  [Korea Exchange Bank, Seoul, Korea] (Account No. []) with [JP Morgan
  Chase Bank, New York, U.S.A.] in favour of you or your assignee without
  deduction, withholding or set-off. In the event that any deduction or
  withholding is imposed on any payment to be made hereunder by law or by any
  taxing authority, the undersigned agrees to pay such additional amount as may
  be necessary in order that the actual amount received after deduction or
  withholding shall be equal to the amount that would have been received if
  such deduction or withholding were not required after allowance for any
  increase in taxes or charges payable by virtue of the receipt of such
  additional amount. This letter of guarantee shall come into full force and
  effect upon delivery of the Vessel by you to the Buyer and shall continue in
  force and effect until the full payment of the promissory note No. and
  interest thereon whichever occurs last. The obligation of the undersigned
  hereunder is joint and several with any other guarantee or security and
  absolute and unconditional irrespective of any legal limitation, disability,
  incapacity or other circumstance relating to the Buyer or any other person,
  or any amendment or supplement to the said shipbuilding Contract, the
  promissory notes or any other document, instrument or agreement contemplated
  therein or of the genuineness, legality, validity, regularity or
  enforceability of the said shipbuilding Contract, the Promissory Notes or any
  other documents, instruments or agreements contemplated therein. This shall
  be a continuing guarantee and shall cover and secure any ultimate balance
  owing under the promissory note No. , but you shall not be obliged to exhaust
  your recourse against the Buyer or the securities which you may hold before
  being entitled to payment from the undersigned of the obligation hereby
  guaranteed. The undersigned hereby represents and warrants that (A) the
  undersigned is a company duly organised and validly existing and in full
  compliance with the laws of the [ ] and has full legal right, power and
  authority to execute this letter of guarantee and to perform its obligations
  hereunder, (B) it has taken all appropriate and necessary corporate action to
  authorize the issuance of this letter of guarantee and the performance by it
  of its obligations hereunder, (C) the execution, delivery and performance of
  this letter of guarantee and the covenants herein contained will not violate
  or contravene any provisions of any applicable treaty, law or regulation or
  any judgment order or decree of any court, or governmental agency, or violate
  or result in breach of its constitutional documents, (D) this letter of
  guarantee constitutes the legal, valid and binding obligations of the
  undersigned enforceable in accordance with its terms subject to overriding
  principles, if any, of insolvency law, and (E) it has obtained all necessary
  consents, licenses, approvals, and authorisations, and registrations or
  declarations, with any governmental authority required in connection with the
  validity and enforceability of its guarantee and the same are in full force and
  effect. This letter of guarantee and any non-contractual obligations arising
  in connection with this letter of guarantee shall be governed by and
  construed in accordance with the laws of England. The undersigned hereby
  irrevocably consents that any legal action or proceeding against the
  undersigned, or any of its property, with respect to this letter of guarantee
  may be brought in the High Court in London, England, and by execution and
  delivery of this letter of guarantee the undersigned hereby accepts in regard
  to any such action or proceeding, for itself and in respect of its property,
  generally and unconditionally the exclusive jurisdiction of the aforesaid
  court.


Notwithstanding
  anything to the contrary contained in this letter of guarantee or any of the
  documents executed as security therefore, the agreement, obligations and
  liabilities of the undersigned herein contained are joint and several and
  shall be construed accordingly. The undersigned agrees and consents to be
  bound by this letter of guarantee notwithstanding that this letter of
  guarantee may be invalid or unenforceable against the undersigned, whether or
  not the deficiency is known to yourself. You shall be at liberty to release
  the undersigned from this letter of guarantee and to compound with or
  otherwise vary or agree to vary the liability or to grant time and indulgence
  to make other arrangements with the undersigned without prejudicing or
  affecting the rights and remedies of yourself against the other undersigned.
  Without prejudice to any other mode of service allowed under any relevant
  law, the undersigned irrevocably appoints [ ] whose registered office is at [
  ] as its agent for service of process in relation to any proceedings before
  the High Court in London, England in connection with this letter of
  guarantee; and agrees that failure by a process agent to notify the
  undersigned of the process will not invalidate the proceedings concerned. The
  undersigned represents and warrants that this letter of guarantee is a
  commercial act and that the undersigned is not entitled to claim immunity
  from legal proceedings with respect to itself or any of its properties or
  assets on the grounds of sovereignty or otherwise under any law. To the
  extent that the undersigned or any of its properties or assets has or
  hereafter may acquire any right to immunity from set-off, legal proceedings,
  attachment prior to judgment, other attachment or execution of judgment on
  the grounds of sovereignty or otherwise, the undersigned for itself and its
  properties and other assets hereby irrevocably waives such right to immunity
  in respect of its obligations under this letter of guarantee. After this
  letter of guarantee shall have expired as aforesaid, you will return the same
  to the undersigned without any request from the undersigned. IN WITNESS
  WHEREOF, the undersigned has caused this letter of guarantee to be executed
  and delivered by its duly authorised representative on the day and year above
  written. Yours very truly, for and on behalf of DANAOS CORPORATION. By Name:
  Title : for and on behalf of


AGREEMENT This
  Agreement is made on this 27th day of September 2010 by and between: (1) CELL
  CONTAINER (NO. 7) CORP. (the Buyer); and (2) HYUNDAI SAMHO HEAVY INDUSTRIES
  CO., LTD. (the Builder), (hereinafter the parties referred to individually
  as the Party and collectively as the Parties), to amend and supplement
  the Contract as defined hereinafter. WHEREAS: A. The Buyer and the Builder
  entered into a shipbuilding contract on 9 November 2007 as amended and
  supplemented from time to time (the Contract) for the construction and sale
  of one (1) 10,100 TEU class container carrier, having the Builders Hull No
  5462 (the Vessel). B. The Buyer desires to amend the terms of payment of
  the Contract Price and to postpone part of the final instalment of the
  Contract Price (as that term is defined in the Contract) until after delivery
  of the Vessel. C. The Buyer is willing to execute and deliver to the Builder
  the Mortgage, Assignment and the Time Charter Assignment (each as hereinafter
  defined) in respect of the Vessel as security for the payment of the
  postponed part of the final instalment referred to in Recital (B) above. D.
  Danaos Corporation (the Guarantor) is willing to execute and deliver to the
  Builder the Letter of Guarantee (as hereinafter defined) guaranteeing the
  payment of the postponed part of the final instalment referred to in Recital
  (B) above. E. The Builder is willing to agree to such amendment of the terms
  of payment of the Contract Price and deferral of part of the final instalment
  upon the terms and conditions herein below. NOW, THEREFORE, for good and
  valuable consideration the Parties hereby agree to enter into this AGREEMENT
  on the following terms and conditions. 1 DEFINITIONS Assignment has the
  meaning given in Clause 4.4. Business Day means a day (other than a
  Saturday or Sunday) on which banks are open for general business in London,
  New York, Athens and Seoul. Delivery Instalment has the meaning given in
  Clause 3.1. Delivery Instalment Due Date has the meaning given in Clause
  3.2. Due Date means the Delivery Instalment Due Date and any Post Delivery
  Instalment Due Date and in the plural means both of them. Event of Default
  has the meaning given in Clause 9.


First Loan
  means the Loan made or to be made available to, amongst others, the Buyer by
  the First Mortgagee in respect of (inter
  alia) the Vessel. First Mortgagee means the agent that the lenders,
  HSH Nordbank AG, Piraeus Bank A.E., and Aegean Baltic Bank S.A., will
  appoint. First Security means (i) the first preferred Liberian
  mortgage over the Vessel in favour of the First Mortgagee and (ii) the
  first priority assignment of the earnings, insurance and requisition
  compensation relating to the Vessel in favour of the First Mortgagee.
  Intercreditor Deed means the intercreditor deed between the First Mortgagee
  and the Builder under which the Post Delivery Instalment shall rank behind
  the claims of the First Mortgagee under the First Loan entered into or to be
  entered into between (inter alia) the First Mortgagee and the Buyer providing
  (inter alia) for the First Security. Letter of Guarantee has the meaning
  given in Clause 4.2. Mortgage has the meaning given in Clause 4.3. Post
  Delivery Instalment has the meaning given in Clause 3.1. Post Delivery Instalment
  Due Date has the meaning given in Clause 3.3. Promissory Note has the
  meaning given in Clause 4.1. Second Security means the Mortgage, the
  Assignment and the Time Charter Assignment. Tax means any tax (other than
  tax on the overall income of the Builder, levy, impost, duty or other charge
  or withholding of a similar nature (including any penalty or interest payable
  in connection with any failure to pay or any delay in paying any of the
  same). Tax Deduction means a deduction or withholding for or on account of
  Tax from a payment under a Transaction Document except for those imposed in
  Korea upon the payment of the Post Delivery Instalment. Time Charterer
  means Hanjin Shipping Co., Ltd of Seoul. Time Charter means the time
  charter dated 15 November 2007 as amended by addendum no. 1 dated 19
  August 2009 between the Buyer and the Time Charterer. Time Charter
  Assignment has the meaning given in Clause 4.5 Total Loss means:
  (a) actual, constructive, compromised, agreed or arranged total loss of
  the Vessel; (b) requisition for title or other compulsory acquisition of
  the Vessel otherwise than by requisition for hire; (c) capture, seizure,
  arrest, detention, or confiscation of the Vessel by any person, governmental
  authority or government or by persons acting or purporting to act on behalf
  of any government or any other person which deprives the Buyer of the use of
  the Vessel for 90 days or more after that occurrence; and
  (d) requisition for hire of the Vessel by any government or by persons
  acting or purporting to act on behalf of any government which deprives the
  Buyer of the use of the Vessel for a period of 90 days or more. Transaction
  Documents means the Contract, this Agreement, the Second Security, the
  Promissory Notes, the Letter of Guarantee, the Time Charter Assignment and
  the Intercreditor deed.


2 ADJUSTMENT OF
  PAYMENT 2.1 Article X. 2 of the Contract shall be amended and shall
  henceforth be read as follows:- 2. TERMS OF PAYMENT The payments of the
  CONTRACT PRICE shall be made as follows: (a) First Instalment U.S. Dollars
  Twenty Nine Million Forty Eight Thousand only (US$29,048,000) shall be paid
  within four (4) business days of receipt by the BUYER of an original
  refund guarantee issued by the SHINHAN BANK of Korea (hereinafter called the
  SHINHAN) in the form annexed hereto as Exhibit A. Under this
  CONTRACT, in counting the business days, only Saturdays and Sundays are
  excepted. When a due date falls on a day when banks are not open for business
  in New York, N.Y., U.S.A, Korea, London and Greece, such due date shall fall
  due upon the first business day next following. (b) Second Instalment U.S.
  Dollars Twenty Nine Million Forty Eight Thousand only (US$29,048,000) shall
  be paid within six (6) months from the date of signing this CONTRACT.
  (c) Third Instalment U.S. Dollars Seven Million Two Hundred Sixty Two
  Thousand only (US$7,262,000) shall be paid within three (3) business
  days of receipt by the BUYER of an e-mailed or facsimiled advice from the
  BUILDER upon keel laying. (d) Fourth Instalment U.S. Dollars Seven Million
  Two Hundred Sixty Two Thousand only (US$7,262,000) shall be paid within three
  (3) business days of receipt by the BUYER of an e-mailed or facsimiled
  advice from the BUILDER upon launching. (e) Fifth Instalment U.S. Dollars
  Seventy Two Million Six Hundred Twenty Thousand only (US$72,620,000) plus or
  minus any increase or decrease due to modifications and/or adjustment, if
  any, arising prior to delivery of the VESSEL of the CONTRACT PRICE under
  Articles III and V of this CONTRACT shall be paid to the BUILDER concurrently
  with the delivery of the VESSEL. (The date stipulated for payment of each of
  the five instalments mentioned above is hereinafter in this Article and
  in Article XI referred to as the DUE DATE of that instalment.) It is
  understood and agreed upon by the BUILDER and the BUYER that all payments
  under the provisions of this Article shall not be delayed or withheld by
  the BUYER due to any dispute or disagreement of whatsoever nature arising
  between the BUILDER and the BUYER. Should there be any dispute in this
  connection, the matter shall be dealt with in accordance with the provisions
  of arbitration in Article XIII hereof.


In
  consideration of the aforesaid adjustment of the payment terms of the Contract,
  interest shall accrue at the rate of six per cent (6%) per annum. In relation
  to each Post Delivery Instalment from the date on which such Post-Delivery
  Instalment was originally due under the Contract but for the provisions of
  this Agreement up to the date of actual payment. Notwithstanding clause 2.1,
  the Buyer has an option to pay the fourth instalment and part of the fifth
  instalment earlier than the expected due date of such instalments as
  described in the below table. Principal (Adjusted amount) Original payment
  terms Adjusted payment terms Due date of Interest US$ 29,048,000 to be paid
  within three (3) business days from event of first steel cutting to be
  paid upon delivery (or earlier at the Buyers option) to be paid upon
  delivery together with fifth (5th) installment US$ 14,524,000 to be paid
  within three (3) business days from event of keel laying to be paid upon
  delivery (or earlier at the Buyers option) to be paid upon delivery together
  with fifth (5th) installment US$7,262,000 to be paid within three
  (3) business days from event of keel laying to be paid within three
  (3) business days from event of launching (or earlier at the Buyers
  option) to be paid together with fourth (4t(5)) installment within three
  (3) business days from the event of launching All payments of interest
  shall accrue from day-to-day and shall be calculated on the basis of the
  actual number of days elapsed in a three hundred and sixty (360) day year.
  For the sake of clarity, the Builder shall notify the Buyer of the exact
  amount of interest according to the relevant provisions of the Contract. 3
  POSTPONEMENT OF PAYMENT OF INSTALMENTS 3.1 The final instalment of the
  Contract Price under the Contract will be payable by the Buyer as the
  delivery instalment (the Delivery Instalment) and the post delivery
  instalment (the Post Delivery Instalment). 3.2 The Delivery Instalment in
  the sum of U.S. Dollars Fifty Million Nine Hundred and Four Thousand Eight
  Hundred and Sixty (US$50,904,860) plus any increase or minus any decrease due
  to modifications and/or adjustment, if any, to the Contract Price under
  Articles III and V of the Contract arising prior to delivery of the Vessel
  shall be paid by the Buyer on the delivery of the Vessel which is scheduled
  on March 15, 2011 or such later date as is permissible pursuant to the
  Contract (the Delivery Instalment Due Date). The Post Delivery Instalment
  amounting to U.S. Dollars Twenty One Million Seven Hundred and Fifteen
  Thousand One Hundred and Forty (US$21,715,140) shall be paid over a period of
  four (4) years from the actual delivery of the Vessel in six
  (6) equal instalments the first due


date being 15
  September 2012 and the remaining six instalments payable semi-annually
  thereafter as listed in Table 1. (each a Post Delivery Instalment Due
  Date). Interest shall accrue at the rate of eight per cent (8%) per annum on
  all of the outstanding balance of the Post Delivery Instalment which shall be
  paid by the Buyer semi-annually the first due date being 15
  September 2011 and at six month intervals thereafter as listed in Table
  1. The rate of interest shall be increased to ten per cent (10%) per annum in
  the event of default. <Repayment schedule for the Post Delivery Instalment
  based on the the delivery of the Vessel on March 15, 2011> Table 1
  PAYMENT DUE DATE PRINCIPAL(A) INTEREST(B) TOTAL (A+B) 1st 15-Sep-11 $887,907
  $887,907 15-Mar-12 - $878,256 $878,256 15-Sep-12 $3,619,190 $887,907
  $4,507,097 2nd 15-Mar-13 $3,619,190 $727,859 $4,347,049 3rd 15-Sep-13
  $3,619,190 $591,938 $4,211,128 4th 15-Mar-14 $3,619,190 $436,715 $4,055,905
  5th 15-Sep-14 $3,619,190 $295,969 $3,915,159 6th 15-Mar-15 $3,619,190
  $145,571 $3,764,761 TOTAL $21,715,140 $4,852,122 $26,567,262 The figures in
  above Table 1 shall be adjusted in accordance with Clause 3.3 if the actual
  delivery of the Vessel is other than March 15, 2011. 3.4 It is
  understood and agreed by the Builder and the Buyer that no payments to be
  made by the Buyer pursuant to this Clause 3 shall be delayed or withheld by
  the Buyer due to any dispute or disagreement of whatsoever nature arising
  between the Builder and the Buyer. If a Due Date would otherwise fall on a
  day which is not a Business Day, that Due Date will instead be on the next
  Business Day in that calendar month (if there is one) or the preceding
  Business Day (if there is not). 3.5 The Buyer shall make all payments without
  any Tax Deduction, unless a Tax Deduction is required by law. 3.6 If a Tax
  Deduction is required by law to be made by the Buyer, the amount of the
  payment due from the Buyer shall be increased to an amount which (after
  making any Tax Deduction) leaves an amount equal to the payment which would
  have been due if no Tax Deduction had been required. 3.7 The Buyer may at any
  time, if it gives the Builder not less than 15 days prior notice, prepay the
  whole or part of the Post Delivery Instalment, but if in part then the Buyer
  shall state which of the Promissory Notes is to be prepaid and such
  Promissory Note shall be prepaid in full and not in part. Any prepayment
  shall be made together with accrued interest. 3.8 Article X. 8 of the
  Contract shall be amended and shall hereafter be read so that at the end of
  the first paragraph the following wording is inserted:-


In the event
  that the BUYER pays to the BUILDER any amount in excess of the pre-delivery
  instalments, the BUILDER will procure that Shinhan Bank of Korea will amend
  its letter of guarantee (or arrange for the issue of a replacement) so as to
  include such excess amount. 4 SECURITIES TO BE FURNISHED BY THE BUYER As a
  condition precedent to the effectiveness of this Agreement the Buyer shall
  furnish the Builder with securities as follows upon the delivery of the
  Vessel. 4.1 Promissory Notes The Buyer shall execute and deliver to the
  Builder six (6) promissory notes (each individually a Promissory Note
  and collectively the Promissory Notes) as follows: (a) Each Promissory Note
  shall relate to an instalment under the Post Delivery Instalment and shall be
  for a payment of an amount of principal (A) and interest (B) as
  listed in Table 1 next to the corresponding instalment to which that
  Promissory Note relates. (b) Each Promissory Note shall be in the form
  annexed hereto as Exhibit A. 4.2 Letter of Guarantee The Buyer shall
  furnish the Builder with an unconditional letter of guarantee, being in the
  form annexed hereto as Exhibit B and in respect of each Promissory
  Note issued by the Buyer (each individually a Letter of Guarantee and
  collectively the Letters of Guarantee) each such Letter of Guarantee to be
  duly executed and delivered by the Guarantor guaranteeing the payment by the
  Buyer of the principal sums and interest specified in the relevant Promissory
  Note. 4.3 Second Preferred Mortgage on the Vessel The Buyer shall execute and
  deliver to the Builder a second preferred Liberian mortgage over the Vessel
  in the maximum principal amount of US$28,229,682 in form and substance
  satisfactory to the Builder (the Mortgage) as security for (i) the
  Buyers obligations under the Promissory Notes and (ii) the obligations
  of the Buyer under this Agreement. 4.4 Second Priority Assignment The Buyer
  shall execute and deliver to the Builder a second priority assignment of its
  interests in the earnings, insurances and requisition compensation of the
  Vessel in form and substance satisfactory to the Builder (the Assignment)
  as security for (i) the Buyers obligations under the Promissory Notes
  and (ii) the obligations of the Buyer under this Agreement. 4.5 Time
  Charter Assignment The Buyer shall execute and deliver to the Builder a
  second priority assignment of its interests in the Time Charter of the Vessel
  in form and substance satisfactory to the Builder (the Time Charter
  Assignment) as security for (i) the Buyers obligations under the
  Promissory Notes and (ii) the obligations of the Buyer under this
  Agreement.


5 OTHER
  CONDITIONS PRECEDENT The Buyer shall, on or prior to delivery of the Vessel,
  provide the following to the Builder: 5.1 satisfactory evidence that the
  earnings, insurance and requisition compensation of the Vessel are free from
  encumbrances other than the First Security. 5.2 satisfactory evidence that
  the Vessel is insured and classed as provided by the terms of the Mortgage
  and that the Mortgage is duly registered on the Liberian Ship Register; 5.3 certified
  true copies of the constitutional documents of the Buyer and the Guarantor
  together with certified true copies of board resolutions of the Buyer and
  certified extract of the standing resolutions of the Guarantor and a power of
  attorney authorising the execution of this Agreement, the Second Security,
  the Promissory Notes and the Letters of Guarantee and to which the Buyer and
  the Guarantor is, or will be a party; 5.4 certified true copies of all
  licenses, consents or approvals which may be required by the Buyer or the
  Guarantor in connection with the execution and validity and enforceability of
  any of the documents to which they are a party; 5.5 originals or certified
  true copies from the Buyers and the Guarantors agents for receipt of
  service and proceedings accepting their appointment under each of the
  documents in which they are to be appointed as agents; 5.6 the Intercreditor
  Deed duly signed; 5.7 satisfactory legal opinions addressed to the Builder on
  matters of Liberian and Marshall Islands law relating to the due execution of
  all documents by the Buyer and the Guarantor and the validity of this
  Agreement, the Promissory Notes, the Letter of Guarantee and all of the
  Second Security executed in favour of the Builder. 6 DEFAULT INTEREST If the
  Builder does not receive on the due date any sum due from the Buyer under
  this Agreement (or any other agreement entered into by the Buyer in
  connection with this Agreement), the Buyer shall on demand pay interest on
  such sum from and including the due date to the date of actual payment (as
  well as before judgment) at the rate per annum of ten per cent (10%). 7
  CALCULATION OF INTEREST All payments of interest hereunder shall accrue from
  day-to-day and shall be calculated on the basis of the actual number of days
  elapsed in a three hundred and sixty (360) day year. 8 GENERAL UNDERTAKINGS
  The Buyer further undertakes that, throughout the period from the date hereof
  until the full amount of the Delivery Instalment and Post Delivery Instalment
  together with accrued interest thereon has been paid to the Builder: 8.1 it
  will ensure that at all times the claims of the Builder against it under this
  Agreement rank at least pari passu with the claims of all its other unsecured
  creditors save those whose claims are preferred by any bankruptcy, insolvency
  or other similar laws of general application;


8.2 it will
  ensure that at all times the insured value of the Vessel in the hull and
  machinery policies shall in no event be less than one hundred and twenty five
  per cent (125%) of, the contract price under the Contract; the Buyer will
  (i) upon the Builders written request provide the Builder with copies
  of the said insurance policies; and (ii) notify the Builder promptly and
  in writing of any changes to the insured value of the Vessel whether made
  pursuant to this undertaking or otherwise; 8.3 it shall procure that the
  interest of the Builder shall be endorsed on the relevant hull and machinery
  policy by incorporation of a loss payable clause (in a form agreed by the Builder)
  and notice of assignment of insurances signed by the Buyer and that the
  Builder shall be furnished with proforma copies thereof and a letter of
  undertaking in such form as is customary; 8.4 it shall procure that the
  interest of the Builder shall be endorsed on the Certificate of Entry or
  policy of the protection and indemnity and/or war risks association by
  incorporation of a loss payable clause (in a form agreed by the Builder) and
  notice of assignment of insurances signed by the Buyer and that the Builder
  shall be furnished with a copy of the certificate of entry or policy and a
  letter of undertaking in such form as is customary by the PM association; 8.5
  it shall ensure that the earnings, insurances and requisition compensation of
  the Vessel are free from encumbrances other than the First Security and
  Second Security; 8.6 it shall not create or permit to subsist any mortgage,
  charge, pledge, lien or other security interest securing any obligation of
  any person or any other agreement or arrangement having a similar effect over
  any of its assets other than the First Security and Second Security and liens
  arising in the ordinary course of business or by operation of law. 9 EVENTS
  OF DEFAULT Each of the following events shall constitute an event of default (each
  an Event of Default) (whether such event shall occur or come about
  voluntarily or involuntarily or by operation of law or regulation or pursuant
  to, or in compliance with, any judgment, decree or order of any court or
  other authority): 9.1 The Buyer fails to pay any amount (whether in respect
  of principal, interest or otherwise) due and payable by the Buyer to the
  Builder under this Agreement or any of the Promissory Notes on the due date
  and such failure is not remedied within 15 days; or 9.2 the Buyer or the
  Guarantor defaults in the due performance and discharge of any of its other
  duties or liabilities under this Agreement or the Transaction Documents to
  which it is a party unless such failure, in the Builders opinion, is capable
  of remedy and is remedied within 30 days of such failure; or 9.3 any order
  shall be made by any competent court or other competent authority or a
  resolution shall be passed by the Buyer or the Guarantor, for the appointment
  of a liquidator of, or otherwise for the winding-up or dissolution of the
  Buyer or the Guarantor, except for the purpose of amalgamation or
  re-organisation (not involving or arising out of insolvency) the terms of
  which shall have received the prior written approval of the Builder; or 9.4
  an administrator, receiver, administrative receiver, manager, trustee or
  similar official is appointed (and such appointment is not cancelled or
  withdrawn within 30 days) for all or a


part of the
  assets and undertaking of the Buyer having a value of at least $500,000 or
  the Guarantor having a value of at least $5,000,000; or 9.5 it becomes
  unlawful for the Buyer or the Guarantor to perform and discharge any of its
  duties and liabilities contained in this Agreement and/or the Transaction
  Documents to which it is a party or for the Builder to exercise any of its
  rights and powers under this Agreement and/or the Transaction Documents; or
  9.6 anything is done or omitted to be done by the Buyer or the Guarantor
  which materially prejudices the security under the second security and has
  not been cured within 30 days of the builder giving notice thereof to the
  Buyer; or 9.7 the First Loan is declared due and payable prior to its stated
  maturity by reason of an event of default (howsoever defined), or 9.8 an
  event of default occurs under the Shipbuilding Contract as amended in respect
  of Hull No. 5459. 10 POWERS ON DEFAULT 10.1 Upon the occurrence of an Event
  of Default, the Builder may, by notice to the Buyer, declare that the Post
  Delivery Instalment together with accrued interest is either immediately due
  and payable or payable on demand, whereupon the Post Delivery Instalment
  together with accrued interest shall become immediately due and payable or
  (as the case may be) payable on demand being made by the Builder. 10.2 In addition
  the Builder may take any other action, exercise any other right or pursue any
  other remedy conferred upon the Builder by this Agreement and/or the
  Transaction Documents or by any applicable law or regulation or otherwise as
  a consequence of such Event of Default. 10.3 Save for the amendments
  contained herein, all other terms and conditions of the Contract shall remain
  valid and in full force. 10.4 The Builders rights under this Clause are
  subject to the provisions of the Intercreditor Deed. 11 TOTAL LOSS Following
  the occurrence of a Total Loss with respect to the Vessel, the Post Delivery
  Instalment together with accrued interest on the Post Delivery Instalment
  shall become due and payable on the earlier of (i) 120 days after such
  Total Loss has occurred or is deemed to have occurred, and (ii) the day
  on which insurance proceeds or other compensation monies in respect of the
  Total Loss have been received by the party entitled thereto. 12 [NOT USED] 13
  COSTS AND EXPENSES The Buyer shall promptly on demand pay the Builder the
  amount of all costs and expenses (including legal fees) reasonably incurred
  by the Builder in connection with the negotiation, preparation, printing and
  execution of this Agreement and any other documents referred to in this Agreement;
  and any other documents executed after the date of this Agreement.


14
  CONFIDENTIALITY This Agreement shall be kept strictly private and
  confidential and shall not be disclosed to any other third party.
  Notwithstanding the foregoing, disclosure is permitted (i) to the
  Buyers and Guarantors financiers and potential financiers, (ii) to the
  Buyers and Guarantors shareholders and affiliates, (iii) to Buyers
  and Guarantors legal and financial advisers and (iv) as may be required
  by law (including by virtue of rules and regulations of any securities
  exchange authorities). 15 ENTIRE AGREEMENT This Agreement shall constitute an
  integral part of the Contract and shall constitute the only and entire
  agreement between the Parties with respect to the subject matter hereof and
  unless otherwise expressly agreed between the Parties, all other agreements,
  oral or written, made and entered into between the Parties prior to the
  execution of this Agreement shall be null and void. 16 ENFORCEMENT AND
  JURISDICTION This Agreement and any non-contractual obligations arising in
  connection with this Agreement is governed by and construed in accordance
  with English law. 16.1 The High Court in London England has exclusive
  jurisdiction to settle any dispute arising out of or in connection with this
  Agreement (including a dispute regarding the existence, validity or
  termination of this Agreement) (a Dispute). 16.2 The Parties agree that the
  High Court in London England is the most appropriate and convenient court to
  settle Disputes and accordingly no Party will argue to the contrary. 16.3
  Clause 15.2 is for the benefit of the Builder only. As a result, the Builder
  shall not be prevented from taking proceedings relating to a Dispute in any
  other courts with jurisdiction. 16.4 To the extent allowed by law, the
  Builder may take concurrent proceedings in any number of jurisdictions. 16.5
  Without prejudice to any other mode of service allowed under any relevant
  law, the Buyer: 16.5.1 irrevocably appoints Danaos Management Consultants
  whose registered office is at 4 Staples Inn, Holborn, London WCIV 7QU as its
  agent for service of process in relation to any proceedings before the
  English courts in connection with this Agreement or any Transaction Document;
  and 16.5.2 agree that failure by a process agent to notify any Buyer of the
  process will not invalidate the proceedings concerned. IN WITNESS WHEREOF,
  the Parties have caused this Agreement to be duly executed on the day and
  year first above written.


SIGNATURES For
  and on behalf of CELLCONTAINER (NO. 7) CORP. By: [ILLEGIBLE] Name:
  [ILLEGIBLE] Title: ATTORNEY-IN-FACT For and on behalf of HYUNDAI SAMHO HEAVY
  INDUSTRIES CO., LTD. By: [ILLEGIBLE] Name: E. C. HAN Title:
  ATTORNEY-IN-FACT In witness M. Papankoluau MICHALIS PAPANIKOLUAU ATTORNEY AT
  LAW DANAOS SHIPPNG CO.. LTD. 14. AKT1 KONDYL1 118 52 PIRACUS


EXHIBIT A
  PROMISSORY NOTE NO. US$ Date: 20 For value received, Cellcontainer
  (No. 7) Corp. a corporation duly organized and existing under the laws
  of Liberia having its registered office at 80 Broad Street, Monrovia, Liberia
  hereby unconditionally promises to pay on to Hyundai Samho Heavy Industries
  Co., Ltd. or its nominee or its assignees, or any other holder hereof
  from time to time or its order the principal sum of US$ only, and to pay
  interest on the said principal sum from and including [] at the rate
  of eight per cent (8%) per annum, the first payment of interest to be due and
  payable on [] and thereafter payable semi-annually on the []
  and on the [] of each
  and every year, until maturity (whether by acceleration or otherwise) and thereafter
  at the rate of ten per cent (10%) per annum until the principal sum and the
  interest thereon are fully paid. Interest shall be calculated on the basis of
  the actual days elapsed and a year of three hundred sixty (360) days. Both
  principal and interest shall be payable in United States Dollars in
  immediately available funds at the account of the [Korea Exchange Bank,
  Seoul, Korea] (Account No. [] with [  ] Morgan Chase Bank,
  New York, U.S.A.] without any deduction or withholding for or on account of
  any present or future taxes or other charges. If the maker of this note is
  required to make any such deduction or withholding from any payment hereunder,
  the maker shall pay such additional amount as may be necessary in order that
  the actual amount received after deduction or withholding shall be equal to
  the amount that would have been received if such deduction or withholding
  were not required. This note is one of a series of six (6) promissory
  notes in the aggregate principal amount of US$[  ] of like form and
  tenor except their respective numbers, principal amounts and dates of
  maturity (together the Series Notes). Each of said notes is secured by
  a letter of guarantee issued by DANAOS CORPORATION a corporation duly
  organized and existing under the laws of [   ] having its
  registered office at [ ]. In the event of a default in the payment of the
  principal when the same shall become due and payable, then interest at the
  rate of ten per cent (10%) per annum on the principal and any accrued
  interest from the due date to the date of payment shall be due and payable
  together with the principal and accrued interest. In the event default shall
  be made in the payment of the principal or interest on this note, or in the
  payment of the principal of or interest on any of the other
  Series Notes, as and when the same shall become due and payable and such
  default shall continue for a period of fifteen (15) days, the holder of this
  note may at its option declare the principal of and accrued interest on this
  note to be forthwith due and payable, whereupon the same shall be forthwith
  due and payable, and the holder hereof shall have the other remedies herein
  or by law provided. The maker of this note may, if it gives the holder not
  less than fifteen (15) days prior notice, prepay the whole of this note by
  payment of the principal hereof together with accrued interest hereon to and
  including the date of prepayment, provided, however that there shall be no default
  in payment of principal or interest on this note or on any of the other
  Series Notes as of the date of such prepayment.


This note may
  be transferred or assigned by the holder of this note to any bank with the
  prior notice to the maker. The maker unconditionally agrees to promptly pay
  to and reimburse the holder hereof on demand any and all reasonable costs and
  expenses including, without limitation to, reasonable attorneys fees
  incidental to the enforcement or attempted enforcement of this note. The
  holder of this note shall be under no obligation to make presentment,
  protest, demand or notice of any kind whatsoever for the payment of this
  note. The maker and the endorsers of this note hereby waive the right to
  interpose any defense, set-off or counterclaim of any nature or description
  in any action or proceeding arising on, out of, under or by reason of this
  note. The maker hereby authorizes and empowers the holder of this note to
  acknowledge on the makers behalf by endorsement the receipt of the payment
  or prepayment of the principal sum or interest thereon. Upon full payment of
  all sums payable on this note and the other Series Notes, the holder of
  this note shall immediately return this note to the maker with such
  endorsement to the effect that this note has been fully paid. This note and
  any non-contractual obligations arising in connection with this note shall be
  governed by and construed in accordance with the laws of England. The maker
  and the endorsers hereby consent to any legal action or proceeding in
  relation to this note being brought in the High Court in London, England and
  hereby irrevocably waives any immunity from suit, attachment, (before or
  after judgment) or execution on a judgment to which they or their property
  may be entitled. The maker and the endorsers hereby irrevocably submit to the
  exclusive jurisdiction of the courts of England. Without prejudice to any
  other mode of service allowed under any relevant law, the undersigned: irrevocably
  appoints [   ] whose registered office is at [   ]
  as its agent for service of process in relation to any proceedings before the
  High Court in London, England in connection with this note; and agrees that
  failure by a process agent to notify the undersigned of the process will not
  invalidate the proceedings concerned. The maker hereby certifies and declares
  that all acts, conditions and things required to be done and performed and to
  have happened precedent to the creation and issuance of this note, and to
  constitute this note the valid obligation of the maker in accordance with its
  terms, have been done and performed and have happened in due and strict
  compliance with all applicable laws and regulation. IN WITNESS WHEREOF, the
  undersigned has caused this note be signed in its corporate name by its
  representative thereunto duly authorized on the day and year first above
  written.


For and on
  behalf of CELLCONTAINER (NO. 7) CORP.] By Name: Title:


EXHIBIT B Date:
  20 Hyundai Samho Heavy Industries Co., Ltd. 1700, Yongdang-Ri,
  Samho-Eup, Youngam-Gun, Chollanam-Do, KOREA LETTER OF GUARANTEE NO. Gentlemen
  : In consideration of your completing and delivering one (1) 10,100 TEU
  Class Container Carrier, your Hull No. 462 (hereinafter called the
  Vessel), to CELLCONTAINER (NO. 7) CORP. (hereinafter called the Buyer),
  on deferred payment basis, under a certain shipbuilding Contract dated
  November 9, 2007, as amended, entered into by and between you and the
  Buyer, the undersigned, as primary obligor and not as surety merely, does
  hereby irrevocably, absolutely and unconditionally guarantee jointly and
  severally the due and punctual payment (whether at the stated maturity, by
  acceleration or otherwise) by the Buyer of the promissory note No. in the
  principal amount of US$ to be due and payable on to be issued by the Buyer to
  the order of yourself upon delivery of the Vessel pursuant to the said
  shipbuilding Contract, and also guarantee the due and punctual payment by the
  Buyer of interest on this promissory note No. , the first payment of interest
  to be due and payable on [   ] and thereafter payable
  semi-annually, at the rate of eight per cent (8%) per annum until maturity
  (by acceleration or otherwise) and thereafter at the rate of ten per cent
  (10%) per annum until full payment. Interest shall be calculated on the basis
  of the actual days elapsed and a year of three hundred sixty (360) days. The
  undersigned hereby waives the right to interpose any defense, set-off or
  counter-claim of any nature or description in any action or proceedings
  arising on, out of, under or by reason of the notes or this letter of
  guarantee or said shipbuilding Contract. The Promissory Note No. is one of a
  series of six (6) Promissory Notes in the aggregate principal amount of
  US$ [   ] In the event that the Buyer fails to pay the said
  Promissory Note and/or interest thereon on the maturity date (by acceleration
  or otherwise) in accordance with the terms of the said promissory notes, the
  undersigned will pay to you the amounts due immediately upon receipt by us of
  written demand from you including a statement that the Buyer is in default of
  payment of the said promissory notes and/or interest thereon, without
  requesting you to take any or further procedure or step against the Buyer or with
  respect to the promissory notes and/or interest thereon, together with
  default interest on any such amounts demanded by you as aforesaid from the
  due date thereof until the payment in full of such amounts at the rate of ten
  per cent (10%) per annum payable in accordance with the terms of the said
  promissory notes and any and all reasonable costs and expenses including,
  without limitation, reasonable attorneys fees incidental to the enforcement
  or attempted enforcement of this guarantee. The undersigned hereby consents
  to any renewals, changes, extensions or partial payments of the promissory
  notes or the indebtedness for which they are given without prior notice to
  us, and consents that no such renewals, changes, extensions or partial
  payments shall discharge any party to the promissory note or us from any
  liability thereon or hereon in whole or in part (other than to the extent of
  any such partial prepayment).


The undersigned
  hereby agrees that this guarantee and undertaking hereunder shall be assignable
  to and shall inure to the benefit of the holder of the promissory note No. as
  if each of them was originally named herein. The payment by the undersigned
  under this guarantee shall be made in United States Dollars in immediately
  available funds by telegraphic transfer to the account of the [Korea Exchange
  Bank, Seoul, Korea] (Account No. []) with [JP Morgan Chase Bank, New
  York, U.S.A.] in favour of you or your assignee without deduction,
  withholding or set-off. In the event that any deduction or withholding is
  imposed on any payment to be made hereunder by law or by any taxing
  authority, the undersigned agrees to pay such additional amount as may be
  necessary in order that the actual amount received after deduction or
  withholding shall be equal to the amount that would have been received if
  such deduction or withholding were not required after allowance for any
  increase in taxes or charges payable by virtue of the receipt of such
  additional amount. This letter of guarantee shall come into full force and
  effect upon delivery of the Vessel by you to the Buyer and shall continue in
  force and effect until the full payment of the promissory note No. and
  interest thereon whichever occurs last. The obligation of the undersigned
  hereunder is joint and several with any other guarantee or security and
  absolute and unconditional irrespective of any legal limitation, disability,
  incapacity or other circumstance relating to the Buyer or any other person,
  or any amendment or supplement to the said shipbuilding Contract, the
  promissory notes or any other document, instrument or agreement contemplated
  therein or of the genuineness, legality, validity, regularity or
  enforceability of the said shipbuilding Contract, the Promissory Notes or any
  other documents, instruments or agreements contemplated therein. This shall
  be a continuing guarantee and shall cover and secure any ultimate balance
  owing under the promissory note No. , but you shall not be obliged to
  exhaust your recourse against the Buyer or the securities which you may hold
  before being entitled to payment from the undersigned of the obligation
  hereby guaranteed. The undersigned hereby represents and warrants that
  (A) the undersigned is a company duly organised and validly existing and
  in full compliance with the, laws of [   ] and has full legal
  right, power and authority to execute this letter of guarantee and to perform
  its obligations hereunder, (B) it has taken all appropriate and
  necessary corporate action to authorize the issuance of this letter of
  guarantee and the performance by it of its obligations hereunder,
  (C) the execution, delivery and performance of this letter of guarantee
  and the covenants herein contained will not violate or contravene any
  provisions of any applicable treaty, law or regulation or any judgment order
  or decree of any court, or governmental agency, or violate or result in
  breach of its constitutional documents, (D) this letter of guarantee
  constitutes the legal, valid and binding obligations of the undersigned
  enforceable in accordance with its terms subject to overriding principles, if
  any, of insolvency law, and (E) it has obtained all necessary consents,
  licenses, approvals, and authorisations, and registrations or declarations,
  with any governmental authority required in connection with the validity and
  enforceability of its guarantee and the same are in full force and effect.
  This letter of guarantee and any non-contractual obligations arising in
  connection with this letter of guarantee shall be governed by and construed
  in accordance with the laws of England. The undersigned hereby irrevocably
  consents that any legal action or proceeding against the undersigned, or any
  of its property, with respect to this letter of guarantee may be brought in
  the High Court in London, England, and by execution and delivery of this
  letter of guarantee the undersigned hereby accepts in regard to any such
  action or proceeding, for itself and in respect of its property, generally
  and unconditionally the exclusive jurisdiction of the aforesaid court.


Notwithstanding
  anything to the contrary contained in this letter of guarantee or any of the
  documents executed as security therefore, the agreement, obligations and
  liabilities of the undersigned herein contained are joint and several and
  shall be construed accordingly. The undersigned agrees and consents to be
  bound by this letter of guarantee notwithstanding that this letter of
  guarantee may be invalid or unenforceable against the undersigned, whether or
  not the deficiency is known to yourself. You shall be at liberty to release
  the undersigned from this letter of guarantee and to compound with or
  otherwise vary or agree to vary the liability or to grant time and indulgence
  to make other arrangements with the undersigned without prejudicing or
  affecting the rights and remedies of yourself against the other undersigned.
  Without prejudice to any other mode of service allowed under any relevant
  law, the undersigned irrevocably appoints [   ] whose
  registered office is at [ ] as its agent for service of process in relation
  to any proceedings before the High Court in London, England in connection
  with this letter of guarantee; and agrees that failure by a process agent to
  notify the undersigned of the process will not invalidate the proceedings
  concerned. The undersigned represents and warrants that this letter of
  guarantee is a commercial act and that the undersigned is not entitled to
  claim immunity from legal proceedings with respect to itself or any of its
  properties or assets on the grounds of sovereignty or otherwise under any
  law. To the extent that the undersigned or any of its properties or assets
  has or hereafter may acquire any right to immunity from set-off, legal
  proceedings, attachment prior to judgment, other attachment or execution of
  judgment on the grounds of sovereignty or otherwise, the undersigned for
  itself and its properties and other assets hereby irrevocably waives such
  right to immunity in respect of its obligations under this letter of
  guarantee. After this letter of guarantee shall have expired as aforesaid,
  you will return the same to the undersigned without any request from the
  undersigned. IN WITNESS WHEREOF, the undersigned has caused this letter of
  guarantee to be executed and delivered by its duly authorised representative
  on the day and year above written. Yours very truly, for and on behalf of
  DANAOS CORPORATION. By Name: Title : for and on behalf of


AGREEMENT This
  Agreement is made on this 27th day of September 2010 by and between: (1)
  CELLCONTAINER (NO. 8) CORP. (the Buyer); and (2) HYUNDAI SAMHO HEAVY
  INDUSTRIES CO., LTD. (the Builder), (hereinafter the parties referred to
  individually as the Party and collectively as the Parties), to amend and
  supplement the Contract as defined hereinafter. WHEREAS: A. The Buyer and the
  Builder entered into a shipbuilding contract on 9 November 2007 as amended
  and supplemented from time to time (the Contract) for the construction and
  sale of one (1) 10,100 TEU class container carrier, having the Builders Hull
  No S463 (the Vessel). B. The Buyer desires to amend the terms of payment of
  the Contract Price and to postpone part of the final instalment of the
  Contract Price (as that term is defined in the Contract) until after delivery
  of the Vessel. C. The Buyer is willing to execute and deliver to the Builder
  the Mortgage, Assignment and the Time Charter Assignment (each as hereinafter
  defined) in respect of the Vessel as security for the payment of the
  postponed part of the final instalment referred to in Recital (B) above. D.
  Danaos Corporation (the Guarantor) is willing to execute and deliver to the
  Builder the Letter of Guarantee (as hereinafter defined) guaranteeing the
  payment of the postponed part of the final instalment referred to in Recital
  (B) above. E. The Builder is willing to agree to such amendment of the terms
  of payment of the Contract Price and deferral of part of the final instalment
  upon the terms and conditions herein below. NOW, THEREFORE, for good and
  valuable consideration the Parties hereby agree to enter into this AGREEMENT
  on the following terms and conditions. 1 DEFINITIONS Assignment has the
  meaning given in Clause 4.4. Business Day means a day (other than a
  Saturday or Sunday) on which banks are open for general business in London,
  New York, Athens and Seoul. Delivery Instalment has the meaning given in
  Clause 3.1. Delivery Instalment Due Date has the meaning given in Clause
  3.2. Due Date means the Delivery Instalment Due Date and any Post Delivery
  Instalment Due Date and in the plural means both of them. Event of Default
  has the meaning given in Clause 9.


First Loan
  means the Loan made or to be made available to, amongst others, the Buyer by
  the First Mortgagee in respect of (inter alia) the Vessel. First Mortgagee
  means the agent that the lenders, ABN AMRO Bank N.V., Lloyds TSB Bank Plc,
  and National Bank of Greece S.A., will appoint. First Security means (i)
  the first preferred Liberian mortgage over the Vessel in favour of the First
  Mortgagee and (ii) the first priority assignment of the earnings, insurance
  and requisition compensation relating to the Vessel in favour of the First
  Mortgagee. Intercreditor Deed means the intercreditor deed between the
  First Mortgagee and the Builder under which the Post Delivery Instalment
  shall rank behind the claims of the First Mortgagee under the First Loan
  entered into or to be entered into between (inter alia) the First Mortgagee
  and the Buyer providing (inter alia) for the First Security. Letter of
  Guarantee has the meaning given in Clause 4.2. Mortgage has the meaning
  given in Clause 4.3. Post Delivery Instalment has the meaning given in
  Clause 3.1. Post Delivery Instalment Due Date has the meaning given in
  Clause 3.3. Promissory Note has the meaning given in Clause 4.1. Second
  Security means the Mortgage, the Assignment and the Time Charter Assignment.
  Tax means any tax (other than tax on the overall income of the Builder,
  levy, impost, duty or other charge or withholding of a similar nature
  (including any penalty or interest payable in connection with any failure to
  pay or any delay in paying any of the same). Tax Deduction means a
  deduction or withholding for or on account of Tax from a payment under a
  Transaction Document except for those imposed in Korea upon the payment of
  the Post Delivery Instalment. Time Charterer means Hanjin Shipping Co., Ltd
  of Seoul. Time Charter means the time charter dated 15 November 2007 as
  amended by addendum no. 1 dated 19 August 2009 between the Buyer and the Time
  Charterer. Time Charter Assignment has the meaning given in Clause 4.5
  Total Loss means: (a) actual, constructive, compromised, agreed or arranged
  total loss of the Vessel; (b) requisition for title or other compulsory
  acquisition of the Vessel otherwise than by requisition for hire; (c)
  capture, seizure, arrest, detention, or confiscation of the Vessel by any
  person, governmental authority or government or by persons acting or
  purporting to act on behalf of any government or any other person which
  deprives the Buyer of the use of the Vessel for 90 days or more after that
  occurrence; and (d) requisition for hire of the Vessel by any government or
  by persons acting or purporting to act on behalf of any government which
  deprives the Buyer of the use of the Vessel for a period of 90 days or more.


Transaction
  Documents means the Contract, this Agreement, the Second Security, the
  Promissory Notes, the Letter of Guarantee, the Time Charter Assignment and
  the Intercreditor Deed. 2 ADJUSTMENT OF PAYMENT 2.1 Article X. 2 of the
  Contract shall be amended and shall henceforth be read as follows:- 2. TERMS
  OF PAYMENT The payments of the CONTRACT PRICE shall be made as follows: (a)
  First Instalment U.S. Dollars Twenty Nine Million Forty Eight Thousand only
  (US$29,048,000) shall be paid within four (4) business days of receipt by the
  BUYER of an original refund guarantee issued by the SHINHAN BANK of Korea (hereinafter
  called the SHINHAN) in the form annexed hereto as Exhibit A. Under this
  CONTRACT, in counting the business days, only Saturdays and Sundays are
  excepted. When a due date falls on a day when banks are not open for business
  in New York, N.Y., U.S.A, Korea, London and Greece, such due date shall fall
  due upon the first business day next following. (b) Second Instalment U.S.
  Dollars Twenty Nine Million Forty Eight Thousand only (US$29,048,000) shall
  be paid within six (6) months from the date of signing this CONTRACT. (c)
  Third Instalment U.S. Dollars Seven Million Two Hundred Sixty Two Thousand
  only (US$7,262,000) shall be paid within three (3) business days of receipt
  by the BUYER of an e-mailed or facsimiled advice from the BUILDER upon keel
  laying. (d) Fourth Instalment U.S. Dollars Seven Million Two Hundred Sixty
  Two Thousand only (US$7,262,000) shall be paid within three (3) business days
  of receipt by the BUYER of an e-mailed or facsimiled advice from the BUILDER
  upon launching. (e) Fifth Instalment U.S. Dollars Seventy Two Million Six
  Hundred Twenty Thousand only (US$72,620,000) plus or minus any increase or
  decrease due to modifications and/or adjustment, if any, arising prior to
  delivery of the VESSEL of the CONTRACT PRICE under Articles III and V of this
  CONTRACT shall be paid to the BUILDER concurrently with the delivery of the
  VESSEL. (The date stipulated for payment of each of the five instalments
  mentioned above is hereinafter in this Article and in Article XI referred to
  as the DUE DATE of that instalment.) It is understood and agreed upon by
  the BUILDER and the BUYER that all payments under the provisions of this
  Article shall not be delayed or withheld by the BUYER due to any dispute or
  disagreement of whatsoever nature arising between the BUILDER and the BUYER.
  Should


there be any
  dispute in this connection, the matter shall be dealt with in accordance with
  the provisions of arbitration in Article XIII hereof. In consideration of
  the aforesaid adjustment of the payment terms of the Contract, interest shall
  accrue at the rate of six per cent (6%) per annum. In relation to each Post
  Delivery Instalment from the date on which such Post-Delivery Instalment was
  originally due under the Contract but for the provisions of this Agreement up
  to the date of actual payment. Notwithstanding clause 2.1, the Buyer has an
  option to pay the fourth instalment and part of the fifth instalment earlier
  than the expected due date of such instalments as described in the below
  table. Principal (Adjusted amount) Original payment terms Adjusted payment
  terms Due date of Interest US$ 29,048,000 to be paid within three (3)
  business days from event of first steel cutting to be paid upon delivery (or
  earlier at the Buyers option) to be paid upon delivery together with fifth
  (5th) installment US$ 14,524,000 to be paid within three (3) business days
  from event of keel laying to be paid upon delivery (or earlier at the Buyers
  option) to be paid upon delivery together with fifth (5th) installment
  US$7,262,000 to be paid within three (3) business days from event of keel
  laying to be paid within three (3) business days from event of launching (or
  earlier at the Buyers option) to be paid together with fourth (4th)
  installment within three (3) business days from the event of launching All
  payments of interest shall accrue from day-to-day and shall be calculated on
  the basis of the actual number of days elapsed in a three hundred and sixty
  (360) day year. For the sake of clarity, the Builder shall notify the Buyer of
  the exact amount of interest according to the relevant provisions of the
  Contract. 3 POSTPONEMENT OF PAYMENT OF INSTALMENTS 3.1 The final instalment
  of the Contract Price under the Contract will be payable by the Buyer as the
  delivery instalment (the Delivery Instalment) and the post delivery
  instalment (the Post Delivery Instalment). 3.2 The Delivery Instalment in
  the sum of U.S. Dollars Fifty Million Nine Hundred and Four Thousand Eight
  Hundred and Sixety (US$50,904,860) plus any increase or minus any decrease
  due to modifications and/or adjustment, if any, to the Contract Price under
  Articles III and V of the Contract arising prior to delivery of the Vessel
  shall be paid by the Buyer on the delivery of the Vessel which is scheduled
  on May 25, 2011 or such later date as is permissible pursuant to the Contract
  (the Delivery Instalment Due Date).


3.3 The Post
  Delivery Instalment amounting to U.S. Dollars Twenty One Million Seven
  Hundred and Fifteen Thousand One Hundred and Forty (US$21,715,140) shall be
  paid over a period of four (4) years from the actual delivery of the Vessel
  in six (6) equal instalments the first due date being November 25, 2012 and
  the remaining six instalments payable semi-annually thereafter as listed in
  Table 1. (each a Post Delivery Instalment Due Date). Interest shall accrue
  at the rate of eight per cent (8%) per annum on all of the outstanding
  balance of the Post Delivery Instalment which shall be paid by the Buyer
  semi-annually the first due date being November 25, 2011 and at six month
  intervals thereafter as listed in Table 1. The rate of interest shall be
  increased to ten per cent (10%) per annum in the event of default.
  <Repayment schedule for the Post Delivery Instalment based on the the
  delivery of the Vessel on May 25, 2011> Table 1 PAYMENT DUE DATE
  PRINCIPAL(A) INTEREST(B) TOTAL(A+B) 1st 25-Nov-11 - $887,907 $887,907
  25-May-12 - $878,256 $878,256 25-Nov-12 $3,619,190 $887,907 $4,507,097 2nd
  25-May-13 $3,619,190 9,190 $727,859 $4,347,049 3rd 25-Nov-13 $3,619,190 $591,938
  $4,211,128 4th 25-May-14 $3,619,190 $436,715 $4,055,905 5th 25-Nov-14
  $3,619,190 $295,969 $3,915,159 6th 25-May-15 $3,619,190 $145,571 $3,764,761
  TOTAL $21,715,140 $4,852,122 $26,567,262 
  The figures in above Table 1 shall be adjusted in accordance with
  Clause 3.3 if the actual delivery of the Vessel is other than May 25, 2011.
  3.4 It is understood and agreed by the Builder and the Buyer that no payments
  to be made by the Buyer pursuant to this Clause 3 shall be delayed or
  withheld by the Buyer due to any dispute or disagreement of whatsoever nature
  arising between the Builder and the Buyer. If a Due Date would otherwise fall
  on a day which is not a Business Day, that Due Date will instead be on the
  next Business Day in that calendar month (if there is one) or the preceding
  Business Day (if there is not). 3.5 The Buyer shall make all payments without
  any Tax Deduction, unless a Tax Deduction is required by law. 3.6 If a Tax
  Deduction is required by law to be made by the Buyer, the amount of the payment
  due from the Buyer shall be increased to an amount which (after making any
  Tax Deduction) leaves an amount equal to the payment which would have been
  due if no Tax Deduction had been required. 3.7 The Buyer may at any time, if
  it gives the Builder not less than 15 days prior notice, prepay the whole or
  part of the Post Delivery Instalment, but if in part then the Buyer shall
  state which of the Promissory Notes is to be prepaid and such Promissory Note
  shall be prepaid in full and not in part. Any prepayment shall be made
  together with accrued interest.


3.8 Article X.
  8 of the Contract shall be amended and shall hereafter be read so that at the
  end of the first paragraph the following wording is inserted:- In the event
  that the BUYER pays to the BUILDER any amount in excess of the pre-delivery
  instalments, the BUILDER will procure that Woori Bank of Korea will amend its
  letter of guarantee (or arrange for the issue of a replacement) so as to
  include such excess amount. 4 SECURITIES TO BE FURNISHED BY THE BUYER As a
  condition precedent to the effectiveness of this Agreement the Buyer shall
  furnish the Builder with securities as follows upon the delivery of the
  Vessel. 4.1 Promissory Notes The Buyer shall execute and deliver to the
  Builder six (6) promissory notes (each individually a Promissory Note and
  collectively the Promissory Notes) as follows: (a) Each Promissory Note
  shall relate to an instalment under the Post Delivery Instalment and shall be
  for a payment of an amount of principal (A) and interest (B) as listed in
  Table 1 next to the corresponding instalment to which that Promissory Note
  relates. (b) Each Promissory Note shall be in the form annexed hereto as
  Exhibit A. 4.2 Letter of Guarantee The Buyer shall furnish the Builder with
  an unconditional letter of guarantee, being in the form annexed hereto as
  Exhibit B and in respect of each Promissory Note issued by the Buyer (each
  individually a Letter of Guarantee and collectively the Letters of
  Guarantee) each such Letter of Guarantee to be duly executed and delivered
  by the Guarantor guaranteeing the payment by the Buyer of the principal sums
  and interest specified in the relevant Promissory Note. 4.3 Second Preferred
  Mortgage on the Vessel The Buyer shall execute and deliver to the Builder a
  second preferred Liberian mortgage over the Vessel in the maximum principal
  amount of US$28,229,682 in form and substance satisfactory to the Builder
  (the Mortgage) as security for (i) the Buyers obligations under the
  Promissory Notes and (ii) the obligations of the Buyer under this Agreement.
  4.4 Second Priority Assignment The Buyer shall execute and deliver to the
  Builder a second priority assignment of its interests in the earnings,
  insurances and requisition compensation of the Vessel in form and substance
  satisfactory to the Builder (the Assignment) as security for (i) the
  Buyers obligations under the Promissory Notes and (ii) the obligations of
  the Buyer under this Agreement. 4.5 Time Charter Assignment


The Buyer shall
  execute and deliver to the Builder a second priority assignment of its
  interests in the Time Charter of the Vessel in form and substance
  satisfactory to the Builder (the Time Charter Assignment) as security for
  (i) the Buyers obligations under the Promissory Notes and (ii) the
  obligations of the Buyer under this Agreement. 5 OTHER CONDITIONS PRECEDENT
  The Buyer shall, on or prior to delivery of the Vessel, provide the following
  to the Builder: 5.1 satisfactory evidence that the earnings, insurance and
  requisition compensation of the Vessel are free from encumbrances other than
  the First Security. 5.2 satisfactory evidence that the Vessel is insured and
  classed as provided by the terms of the Mortgage and that the Mortgage is
  duly registered on the Liberian Ship Register; 5.3 certified true copies of
  the constitutional documents of the Buyer and the Guarantor together with
  certified true copies of board resolutions of the Buyer and certified extract
  of the standing resolutions of the Guarantor and a power of attorney authorising
  the execution of this Agreement, the Second Security, the Promissory Notes
  and the Letters of Guarantee and to which the Buyer and the Guarantor is, or
  will be a party; 5.4 certified true copies of all licenses, consents or
  approvals which may be required by the Buyer or the Guarantor in connection
  with the execution and validity and enforceability of any of the documents to
  which they are a party; 5.5 originals or certified true copies from the
  Buyers and the Guarantors agents for receipt of service and proceedings
  accepting their appointment under each of the documents in which they are to
  be appointed as agents; 5.6 the Intercreditor Deed duly signed; 5.7
  satisfactory legal opinions addressed to the Builder on matters of Liberian
  and Marshall Islands law relating to the due execution of all documents by
  the Buyer and the Guarantor and the validity of this Agreement, the
  Promissory Notes, the Letter of Guarantee and all of the Second Security
  executed in favour of the Builder. 6 DEFAULT INTEREST If the Builder does not
  receive on the due date any sum due from the Buyer under this Agreement (or
  any other agreement entered into by the Buyer in connection with this
  Agreement), the Buyer shall on demand pay interest on such sum from and
  including the due date to the date of actual payment (as well as before
  judgment) at the rate per annum of ten percent (10%). 7 CALCULATION OF
  INTEREST All payments of interest hereunder shall accrue from day-to-day and
  shall be calculated on the basis of the actual number of days elapsed in a
  three hundred and sixty (360) day year.


8 GENERAL
  UNDERTAKINGS The Buyer further undertakes that, throughout the period from
  the date hereof until the full amount of the Delivery Instalment and Post
  Delivery Instalment together with accrued interest thereon has been paid to
  the Builder: 8.1 it will ensure that at all times the claims of the Builder
  against it under this Agreement rank at least pari passu with the claims of
  all its other unsecured creditors save those whose claims are preferred by
  any bankruptcy, insolvency or other similar laws of general application; 8.2
  it will ensure that at all times the insured value of the Vessel in the hull
  and machinery policies shall in no event be less than one hundred and twenty five
  per cent (125%) of, the contract price under the Contract; the Buyer will (i)
  upon the Builders written request provide the Builder with copies of the
  said insurance policies; and (ii) notify the Builder promptly and in writing
  of any changes to the insured value of the Vessel whether made pursuant to
  this undertaking or otherwise; 8.3 it shall procure that the interest of the
  Builder shall be endorsed on the relevant hull and machinery policy by
  incorporation of a loss payable clause (in a form agreed by the Builder) and
  notice of assignment of insurances signed by the Buyer and that the Builder
  shall be furnished with proforma copies thereof and a letter of undertaking
  in such form as is customary; 8.4 it shall procure that the interest of the
  Builder shall be endorsed on the Certificate of Entry or policy of the
  protection and indemnity and/or war risks association by incorporation of a
  loss payable clause (in a form agreed by the Builder) and notice of
  assignment of insurances signed by the Buyer and that the Builder shall be
  furnished with a copy of the certificate of entry or policy and a letter of
  undertaking in such form as is customary by the P&I association; 8.5 it
  shall ensure that the earnings, insurances and requisition compensation of
  the Vessel are free from encumbrances other than the First Security and
  Second Security; 8.6 it shall not create or permit to subsist any mortgage,
  charge, pledge, lien or other security interest securing any obligation of
  any person or any other agreement or arrangement having a similar effect over
  any of its assets other than the First Security and Second Security and liens
  arising in the ordinary course of business or by operation of law. 9 EVENTS
  OF DEFAULT Each of the following events shall constitute an event of default
  (each an Event of Default) (whether such event shall occur or come about
  voluntarily or involuntarily or by operation of law or regulation or pursuant
  to, or in compliance with, any judgment, decree or order of any court or
  other authority): 9.1 The Buyer fails to pay any amount (whether in respect
  of principal, interest or otherwise) due and payable by the Buyer to the
  Builder under this Agreement or any of the Promissory Notes on the due date
  and such failure is not remedied within 15 days; or 9.2 the Buyer or the
  Guarantor defaults in the due performance and discharge of any of its other
  duties or liabilities under this Agreement or the Transaction Documents to
  which it is a party unless such failure, in the Builders opinion, is capable
  of remedy and is remedied within 30 days of such failure; or


9.3 any order
  shall be made by any competent court or other competent authority or a
  resolution shall be passed by the Buyer or the Guarantor, for the appointment
  of a liquidator of, or otherwise for the winding-up or dissolution of the
  Buyer or the Guarantor, except for the purpose of amalgamation or
  re-organisation (not involving or arising out of insolvency) the terms of
  which shall have received the prior written approval of the Builder; or 9.4
  an administrator, receiver, administrative receiver, manager, trustee or
  similar official is appointed (and such appointment is not cancelled or
  withdrawn within 30 days) for all or a part of the assets and undertaking of
  the Buyer having a value of at least $500,000 or the Guarantor having a value
  of at least $5,000,000; or 9.5 it becomes unlawful for the Buyer or the
  Guarantor to perform and discharge any of its duties and liabilities
  contained in this Agreement and/or the Transaction Documents to which it is a
  party or for the Builder to exercise any of its rights and powers under this
  Agreement and/or the Transaction Documents; or 9.6 anything is done or
  omitted to be done by the Buyer or the Guarantor which materially prejudices
  the security under the second security and has not been cured within 30 days
  of the builder giving notice thereof to the Buyer; or 9.7 the First Loan is
  declared due and payable prior to its stated maturity by reason of an event
  of default (howsoever defined), or 10 POWERS ON DEFAULT 10.1 Upon the
  occurrence of an Event of Default, the Builder may, by notice to the Buyer,
  declare that the Post Delivery Instalment together with accrued interest is
  either immediately due and payable or payable on demand, whereupon the Post Delivery
  Instalment together with accrued interest shall become immediately due and
  payable or (as the case may be) payable on demand being made by the Builder.
  10.2 In addition the Builder may take any other action, exercise any other
  right or pursue any other remedy conferred upon the Builder by this Agreement
  and/or the Transaction Documents or by any applicable law or regulation or
  otherwise as a consequence of such Event of Default. 10.3 Save for the
  amendments contained herein, all other terms and conditions of the Contract
  shall remain valid and in full force. 10.4 The Builders rights under this
  Clause are subject to the provisions of the Intercreditor Deed. 11 TOTAL LOSS
  Following the occurrence of a Total Loss with respect to the Vessel, the Post
  Delivery Instalment together with accrued interest on the Post Delivery
  Instalment shall become due and payable on the earlier of (i) 120 days after
  such Total Loss has occurred or is deemed to have occurred, and (ii) the day
  on which insurance proceeds or other compensation monies in respect of the
  Total Loss have been received by the party entitled thereto.


12 [NOT USED]
  13 COSTS AND EXPENSES The Buyer shall promptly on demand pay the Builder the
  amount of all costs and expenses (including legal fees) reasonably incurred
  by the Builder in connection with the negotiation, preparation, printing and
  execution of this Agreement and any other documents referred to in this
  Agreement; and any other documents executed after the date of this Agreement.
  14 CONFIDENTIALITY This Agreement shall be kept strictly private and
  confidential and shall not be disclosed to any other third party.
  Notwithstanding the foregoing, disclosure is permitted (i) to the Buyers and
  Guarantors financiers and potential financiers, (ii) to the Buyers and
  Guarantors shareholders and affiliates, (iii) to Buyers and Guarantors
  legal and financial advisers and (iv) as may be required by law (including by
  virtue of rules and regulations of any securities exchange authorities). 15
  ENTIRE AGREEMENT This Agreement shall constitute an integral part of the
  Contract and shall constitute the only and entire agreement between the
  Parties with respect to the subject matter hereof and unless otherwise
  expressly agreed between the Parties, all other agreements, oral or written,
  made and entered into between the Parties prior to the execution of this
  Agreement shall be null and void. 16 ENFORCEMENT AND JURISDICTION This
  Agreement and any non-contractual obligations arising in connection with this
  Agreement is governed by and construed in accordance with English law. 16.1
  The High Court in London England has exclusive jurisdiction to settle any
  dispute arising out of or in connection with this Agreement (including a
  dispute regarding the existence, validity or termination of this Agreement)
  (a Dispute). 16.2 The Parties agree that the High Court in London England
  is the most appropriate and convenient court to settle Disputes and
  accordingly no Party will argue to the contrary. 16.3 Clause 15.2 is for the
  benefit of the Builder only. As a result, the Builder shall not be prevented
  from taking proceedings relating to a Dispute in any other courts with
  jurisdiction. 16.4 To the extent allowed by law, the Builder may take
  concurrent proceedings in any number of jurisdictions. 16.5 Without prejudice
  to any other mode of service allowed under any relevant law, the Buyer: 16.5.1
  irrevocably appoints Danaos Management Consultants whose registered office is
  at 4 Staples Inn, Holborn, London WC1V 7QU as its agent for service of
  process in relation to any proceedings before the English courts in
  connection with this Agreement or any Transaction Document; and 16.5.2 agree
  that failure by a process agent to notify any Buyer of the process will not
  invalidate the proceedings concerned.


IN WITNESS
  WHEREOF, the Parties have caused this Agreement to be duly executed on the
  day and year first above written. SIGNATURES For and on behalf of
  CELLCONTAINER (NO. 8) CORP. By: [ILLEGIBLE] Name: [ILLEGIBLE] Title:
  [ILLEGIBLE] For and on behalf of HYUNDAI SAMHO HEAVY INDUSTRIES CO., LTD. By:
  [ILLEGIBLE] Name: [ILLEGIBLE] Title: [ILLEGIBLE] In Witness: [ILLEGIBLE]
  [ILLEGIBLE]


EXHIBIT A
  PROMISSORY NOTE NO. US$ Date: 20 For value received, Cellcontainer (No. 8)
  Corp. a corporation duly organized and existing under the laws of Liberia
  having its registered office at 80 Broad Street, Monrovia, Liberia hereby
  unconditionally promises to pay on to Hyundai Samho Heavy Industries Co.,
  Ltd. or its nominee or its assignees, or any other holder hereof from time to
  time or its order the principal sum of US$ only, and to pay interest on the
  said principal sum from and including [] at the rate of eight per cent (8%)
  per annum, the first payment of interest to be due and payable on [] and
  thereafter payable semi-annually on the [] and on the [] of each and every
  year, until maturity (whether by acceleration or otherwise) and thereafter at
  the rate of ten per cent (10%) per annum until the principal sum and the
  interest thereon are fully paid. Interest shall be calculated on the basis of
  the actual days elapsed and a year of three hundred sixty (360) days. Both
  principal and interest shall be payable in United States Dollars in
  immediately available funds at the account of the [Korea Exchange Bank,
  Seoul, Korea] (Account No. []) with [JP Morgan Chase Bank, New York, U.S.A.]
  without any deduction or withholding for or on account of any present or
  future taxes or other charges. If the maker of this note is required to make
  any such deduction or withholding from any payment hereunder, the maker shall
  pay such additional amount as may be necessary in order that the actual
  amount received after deduction or withholding shall be equal to the amount
  that would have been received if such deduction or withholding were not
  required. This note is one of a series of six (6) promissory notes in the
  aggregate principal amount of US$[ ] of like form and tenor except their
  respective numbers, principal amounts and dates of maturity (together the
  Series Notes). Each of said notes is secured by a letter of guarantee
  issued by DANAOS CORPORATION a corporation duly organized and existing under
  the laws of [ ] having its registered office at [ ]. In the event of a
  default in the payment of the principal when the same shall become due and
  payable, then interest at the rate of ten per cent (10%) per annum on the
  principal and any accrued interest from the due date to the date of payment
  shall be due and payable together with the principal and accrued interest. In
  the event default shall be made in the payment of the principal or interest
  on this note, or in the payment of the principal of or interest on any of the
  other Series Notes, as and when the same shall become due and payable and
  such default shall continue for a period of fifteen (15) days, the holder of
  this note may at its option declare the principal of and accrued interest on
  this note to be forthwith due and payable, whereupon the same shall be
  forthwith due and payable, and the holder hereof shall have the other
  remedies herein or by law provided. The maker of this note may if it gives
  the holder not less than fifteen (15) days prior notice, prepay the whole of
  this note by payment of the principal hereof together with accrued interest
  hereon to and including the date of prepayment, provided, however that there
  shall be no default in payment of principal or interest on this note or on
  any of the other Series Notes as of the date of such prepayment.


This note may
  be transferred or assigned by the holder of this note to any bank with the
  prior notice to the maker. The maker unconditionally agrees to promptly pay
  to and reimburse the holder hereof on demand any and all reasonable costs and
  expenses including, without limitation to, reasonable attorneys fees
  incidental to the enforcement or attempted enforcement of this note. The
  holder of this note shall be under no obligation to make presentment,
  protest, demand or notice of any kind whatsoever for the payment of this
  note. The maker and the endorsers of this note hereby waive the right to
  interpose any defense, set-off or counterclaim of any nature or description
  in any action or proceeding arising on, out of, under or by reason of this
  note. The maker hereby authorizes and empowers the holder of this note to
  acknowledge on the makers behalf by endorsement the receipt of the payment
  or prepayment of the principal sum or interest thereon. Upon full payment of
  all sums payable on this note and the other Series Notes, the holder of this
  note shall immediately return this note to the maker with such endorsement to
  the effect that this note has been fully paid. This note and any
  non-contractual obligations arising in connection with this note shall be
  governed by and construed in accordance with the laws of England. The maker
  and the endorsers hereby consent to any legal action or proceeding in
  relation to this note being brought in the High Court in London, England and
  hereby irrevocably waives any immunity from suit, attachment, (before or
  after judgment) or execution on a judgment to which they or their property
  may be entitled. The maker and the endorsers hereby irrevocably submit to the
  exclusive jurisdiction of the courts of England. Without prejudice to any
  other mode of service allowed under any relevant law, the undersigned:
  irrevocably appoints [ ] whose registered office is at [ ] as its agent for
  service of process in relation to any proceedings before the High Court in
  London, England in connection with this note; and agrees that failure by a
  process agent to notify the undersigned of the process will not invalidate
  the proceedings concerned. The maker hereby certifies and declares that all
  acts, conditions and things required to be done and performed and to have
  happened precedent to the creation and issuance of this note, and to
  constitute this note the valid obligation of the maker in accordance with its
  terms, have been done and performed and have happened in due and strict
  compliance with all applicable laws and regulation. IN WITNESS WHEREOF, the
  undersigned has caused this note be signed in its corporate name by its
  representative thereunto duly authorized on the day and year first above
  written.


For and on
  behalf of CELLCONTAINER (NO. 8) CORP.] By Name: Title:


EXHIBIT B Date:
  20 Hyundai Samho Heavy Industries Co., Ltd. 1700, Yongdang-Ri, Samho-Eup,
  Youngam-Gun, ChoIlanam-Do, KOREA LETTER OF GUARANTEE NO. Gentlemen : In
  consideration of your completing and delivering one (1) 10,100 TEU Class
  Container Carrier, your Hull No. 463 (hereinafter called the Vessel), to
  CELLCONTAINER (NO. 8) CORP. (hereinafter called the Buyer), on deferred
  payment basis, under a certain shipbuilding Contract dated November 9, 2007],
  as amended, entered into by and between you and the Buyer, the undersigned,
  as primary obligor and not as surety merely, does hereby irrevocably,
  absolutely and unconditionally guarantee jointly and severally the due and
  punctual payment (whether at the stated maturity, by acceleration or
  otherwise) by the Buyer of the promissory note No. in the principal amount of
  US$ to be due and payable on to be issued by the Buyer to the order of
  yourself upon delivery of the Vessel pursuant to the said shipbuilding
  Contract, and also guarantee the due and punctual payment by the Buyer of
  interest on this promissory note No. ,the first payment of interest to be due
  and payable on [ ] and thereafter payable semi-annually, at the rate of eight
  per cent (8%) per annum until maturity (by acceleration or otherwise) and
  thereafter at the rate of ten per cent (10%) per annum until full payment.
  Interest shall be calculated on the basis of the actual days elapsed and a
  year of three hundred sixty (360) days. The undersigned hereby waives the
  right to interpose any defense, set-off or counter-claim of any nature or
  description in any action or proceedings arising on, out of, under or by
  reason of the notes or this letter of guarantee or said shipbuilding
  Contract. The Promissory Note No. is one of a series of six (6) Promissory
  Notes in the aggregate principal amount of US$ [ ]. In the event that the
  Buyer fails to pay the said Promissory Note and/or interest thereon on the
  maturity date (by acceleration or otherwise) in accordance with the terms of
  the said promissory notes, the undersigned will pay to you the amounts due
  immediately upon receipt by us of written demand from you including a
  statement that the Buyer is in default of payment of the said promissory
  notes and/or interest thereon, without requesting you to take any or further
  procedure or step against the Buyer or with respect to the promissory notes
  and/or interest thereon, together with default interest on any such amounts
  demanded by you as aforesaid from the due date thereof until the payment in
  full of such amounts at the rate of ten per cent (10%) per annum payable in
  accordance with the terms of the said promissory notes and any and all
  reasonable costs and expenses including, without limitation, reasonable
  attorneys fees incidental to the enforcement or attempted enforcement of this
  guarantee. The undersigned hereby consents to any renewals, changes,
  extensions or partial payments of the promissory notes or the indebtedness
  for which they are given without prior notice to us, and consents that no
  such renewals, changes, extensions or partial payments shall discharge any
  party to the promissory note or us from any liability thereon or hereon in
  whole or in part (other than to the extent of any such partial prepayment).


The undersigned
  hereby agrees that this guarantee and undertaking hereunder shall be
  assignable to and shall inure to the benefit of the holder of the promissory
  note No. as if each of them was originally named herein. The payment by the
  undersigned under this guarantee shall be made in United States Dollars in immediately
  available funds by telegraphic transfer to the account of the [Korea Exchange
  Bank, Seoul, Korea] (Account No. []) with [JP Morgan Chase Bank, New York,
  U.S.A.] in favour of you or your assignee without deduction, withholding or
  set-off. In the event that any deduction or withholding is imposed on any
  payment to be made hereunder by law or by any taxing authority, the
  undersigned agrees to pay such additional amount as may be necessary in order
  that the actual amount received after deduction or withholding shall be equal
  to the amount that would have been received if such deduction or withholding
  were not required after allowance for any increase in taxes or charges
  payable by virtue of the receipt of such additional amount. This letter of
  guarantee shall come into full force and effect upon delivery of the Vessel
  by you to the Buyer and shall continue in force and effect until the full
  payment of the promissory note No. and interest thereon whichever occurs
  last. The obligation of the undersigned hereunder is joint and several with
  any other guarantee or security and absolute and unconditional irrespective
  of any legal limitation, disability, incapacity or other circumstance
  relating to the Buyer or any other person, or any amendment or supplement to
  the said shipbuilding Contract, the promissory notes or any other document,
  instrument or agreement contemplated therein or of the genuineness, legality,
  validity, regularity or enforceability of the said shipbuilding Contract, the
  Promissory Notes or any other documents, instruments or agreements
  contemplated therein. This shall be a continuing guarantee and shall cover
  and secure any ultimate balance owing under the promissory note No. , but you
  shall not be obliged to exhaust your recourse against the Buyer or the
  securities which you may hold before being entitled to payment from the
  undersigned of the obligation hereby guaranteed. The undersigned hereby
  represents and warrants that (A) the undersigned is a company duly organised
  and validly existing and in full compliance with the laws of t[ ] and has
  full legal right, power and authority to execute this letter of guarantee and
  to perform its obligations hereunder, (B) it has taken all appropriate and
  necessary corporate action to authorize the issuance of this letter of
  guarantee and the performance by it of its obligations hereunder, (C) the
  execution, delivery and performance of this letter of guarantee and the
  covenants herein contained will not violate or contravene any provisions of
  any applicable treaty, law or regulation or any judgment order or decree of
  any court, or governmental agency, or violate or result in breach of its
  constitutional documents, (D) this letter of guarantee constitutes the legal,
  valid and binding obligations of the undersigned enforceable in accordance
  with its terms subject to overriding principles, if any, of insolvency law,
  and (E) it has obtained all necessary consents, licenses, approvals, and
  authorisations, and registrations or declarations, with any governmental authority
  required in connection with the validity and enforceability of its guarantee
  and the same are in full force and effect. This letter of guarantee and any
  non-contractual obligations arising in connection with this letter of
  guarantee shall be governed by and construed in accordance with the laws of
  England. The undersigned hereby irrevocably consents that any legal action or
  proceeding against the undersigned, or any of its property, with respect to
  this letter of guarantee may be brought in the High Court in London, England,
  and by execution and delivery of this letter of guarantee the undersigned
  hereby accepts in regard to any such action or proceeding, for itself and in
  respect of its property, generally and unconditionally the exclusive jurisdiction
  of the aforesaid court. ________________________________________


Notwithstanding
  anything to the contrary contained in this letter of guarantee or any of the
  documents executed as security therefore, the agreement, obligations and
  liabilities of the undersigned herein contained are joint and several and
  shall be construed accordingly. The undersigned agrees and consents to be
  bound by this letter of guarantee notwithstanding that this letter of
  guarantee may be invalid or unenforceable against the undersigned, whether or
  not the deficiency is known to yourself. You shall be at liberty to release
  the undersigned from this letter of guarantee and to compound with or
  otherwise vary or agree to vary the liability or to grant time and indulgence
  to make other arrangements with the undersigned without prejudicing or
  affecting the rights and remedies of yourself against the other undersigned.
  Without prejudice to any other mode of service allowed under any relevant
  law, the undersigned irrevocably appoints [ ] whose registered office is at [
  ] as its agent for service of process in relation to any proceedings before
  the High Court in London, England in connection with this letter of
  guarantee; and agrees that failure by a process agent to notify the undersigned
  of the process will not invalidate the proceedings concerned. The undersigned
  represents and warrants that this letter of guarantee is a commercial act and
  that the undersigned is not entitled to claim immunity from legal proceedings
  with respect to itself or any of its properties or assets on the grounds of
  sovereignty or otherwise under any law. To the extent that the undersigned or
  any of its properties or assets has or hereafter may acquire any right to
  immunity from set-off, legal proceedings, attachment prior to judgment, other
  attachment or execution of judgment on the grounds of sovereignty or
  otherwise, the undersigned for itself and its properties and other assets
  hereby irrevocably waives such right to immunity in respect of its
  obligations under this letter of guarantee. After this letter of guarantee
  shall have expired as aforesaid, you will return the same to the undersigned
  without any request from the undersigned. IN WITNESS WHEREOF, the undersigned
  has caused this letter of guarantee to be executed and delivered by its duly
  authorised representative on the day and year above written. Yours very
  truly, for and on behalf of DANAOS CORPORATION. By Name: Title: for and on
  behalf of