Exhibit 4.1.1  ADDENDUM
NO.1  To the
Amended and Restated Management Agreement dated September 18,
2006  This ADDENDUM NO.1 is
made on the 12thday of February 2009  BY AND BETWEEN:  (1)DANAOS CORPORATION, a company organized
and existing under the laws of the Republic of the Marshall Islands
(hereinafter the Owner); and  (2)DANAOS SHIPPING COMPANY LIMITED, a
company organized and existing under the laws of the Republic of Cyprus
(hereinafter the Manager)  (hereinafter to be
referred to as the Addendum).  WHEREAS:  (A)The Owner has a number of wholly owned
subsidiaries indentified as of the date hereof in Schedule A hereto, as such
Schedule A may be amended from time to time (the Shipowning Subsidiaries),
each of which owns a vessel (the Vessels) and certain other direct and
indirect subsidiaries identified as of the date hereof in Schedule B hereto, as
such Schedule B may be amended from time to time (together with the Shipowning
Subsidiaries, the Subsidiaries).  (B)The Owner and the Manager entered into an
amended and restated management agreement on September 18, 2006
(hereinafter the 2006 Management Agreement), pursuant to which the Manager
has been representing the Group (as defined in the 2006 Management Agreement)
in its dealings with third parties and have been providing technical,
commercial, administrative and certain other services to the Group as specified
therein in connection with the management and administration of the business of
the Group.  (C)The Owner and the Manager wish to amend
certain terms and conditions of the 2006 Management Agreement by way of
adopting this Addendum.  NOW, THEREFORE, THE
PARTIES HEREBY MUTUALLY AGREE AS FOLLOWS:  1.Amendments to the 2006
Management Agreement  1.1Section 11.1(a) shall be replaced by
the following:  a Vessel
management fee of USD 575 per day per Vessel other than those described in 11.1(b)
below, payable monthly in arrears (pro-rated for the number of days that the
Owner (or any Subsidiary) owns or charters-in each Vessel during each month);  1.2Section 11.1(b) shall be replaced by the following:  a Vessel
management fee of USD 290 per day per Vessel on a bareboat charter payable
monthly in arrears (pro-rated for the number of days that the Owner (or any
Subsidiary) owns or charters-in each Vessel during each month);  1.3Section 11.1(c) shall be replaced by
the following:  a daily management fee
of USD 575 for providing the commercial, chartering and administrative
services, payable monthly in arrears (the fees in clauses (a) through (c) of
this Section 11.1 being collectively referred to herein as the Management Fee);  1.4Section 11.1(f) shall be replaced by
the following:


a flat fee of USD
725,000 for the services by the Manager set forth in the form of Supervision
Agreement attached in Appendix II hereto with respect to each Newbuilding of
the Owner or any Subsidiary payable in four equal instalments on the key event
days in accordance with the applicable shipbuilding contract, namely steel
cutting, keel laying, launching and delivery to the Owner or Subsidiary, as
applicable.. In addition, the incremental portion of the flat fee as compared
to the Amended and Restated Management Agreement (dated September 18,
2006) should be equally apportioned to the remaining key events of the
Newbuilding not performed as of the date of Addendum No.1 dated 12thFebruary 2009.  1.5 Sub-paragraph (g)
shall be added to Section 11.1 reading as follows:  The Management Fee does
not include any out of pocket expenses (e.g. travelling, accommodation or other
expenses of similar nature) of the Managers employees in relation to
drydockings or other visits to Vessels related to repair and maintenance. Such
costs will be paid and expensed by the Owner over and above the Management Fee.  2. Applicable
Law and Arbitration:  2.1 This Addendum shall
be governed by, and construed in accordance with the laws of England and any
dispute as to any matter arising out of or in any way relating to this Addendum
shall be resolved by arbitration in accordance with Section 20 of the 2006
Management Agreement.  3.Miscellaneous:  3.1 Effectiveness.         This Addendum shall become effective
upon signing by the parties hereto and shall constitute an integral part of the
2006 Management Agreement.  3.2 Definitions.  All capitalized terms in this Addendum shall
have the same meaning as ascribed to them in the 2006 Management Agreement.  3.3 Continuation.         The 2006 Management Agreement, as
amended herein, shall continue to have full force and effect and is hereby
ratified and confirmed in all respects. From and after the execution of this
Addendum all references in the 2006 Management Agreement to this Agreement
(or words or phrases of similar meaning) shall be deemed to be references to
the 2006 Management Agreement, as amended hereby.  3.4 Counterparts.  This Addendum may be executed and delivered
in counterparts each of which will be deemed an original.  IN WITNESS whereof the
undersigned have executed this Addendum as of the date first above written.  SIGNED by Mr. Iraklis
  Prokopakis
  )Senior
  Vice-President/COO/Treasurer/Director
  )for and on behalf of
  )
  /s/ Iraklis ProkopakisDANAOS CORPORATION
  )in the presence of:
  Mrs. Zoe Lappa-Papamattheou
  )SIGNED by
  Mr. Efstathios Sfyris
  )Director
  )for and on behalf of
  )
  /s/ Efstathios SfyrisDANAOS SHIPPING COMPANY
  LIMITED
  )in the presence of:
  Mrs. Zoe Lappa-Papamattheou
  )