Exhibit 4.1.2  ADDENDUM NO.2  To the Amended and Restated Management Agreement
dated September 18, 2006  This ADDENDUM NO.2 is made on the 8th
day of February 2010  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
No.2).  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, as further amended by Addendum No.1 thereto dated February 12,
2009 (hereinafter collectively referred to as 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 No.2.  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 675 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 340 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 675 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);  2.Applicable Law and Arbitration:  2.1This Addendum No.2 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 No.2 shall be resolved by arbitration in
accordance with Section 20 of the 2006 Management Agreement.  3.Miscellaneous:  3.1Effectiveness.  (a)Upon signing by the parties, this Addendum No.2 shall constitute an
integral part of the 2006 Management Agreement with retrospective effect as of January 1,
2010.  (b)In consideration of the increase in the management fees pursuant to this
Addendum No.2, the Manager agrees to assist the Owners current cash flow and
defer the payment of the increase during the year 2010, being equal to the
difference between the fees provided for in paragraphs 1.1 to 1.3 of this
Addendum No.2 and the corresponding fees provided for under Sections 11.1(a)-(c)  of
the 2006 Management Agreement that were applicable up to December 31,
2009. The above increase amount shall be paid by the Owner, as accrued until
the date of payment, at any time before the end of 2010.  3.2Definitions.All
capitalized terms in this Addendum No.2 shall have the same meaning as ascribed
to them in the 2006 Management Agreement.  3.3Continuation.The
2006 Management Agreement, as amended by this Addendum No.2, shall continue to
have full force and effect and is hereby ratified and confirmed in all
respects. In case of any conflict between the 2006 Management Agreement and
this Addendum No.2, this Addendum No.2 shall prevail. From and after the
execution of this Addendum No.2, 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.  3.4Counterparts.This
Addendum No.2 may be executed and delivered in counterparts each of which will
be deemed an original.  IN WITNESS whereof the undersigned have
executed this Addendum No.2 as of the date first above written.   SIGNED by Mr. Iraklis Prokopakis
  )
  /s/Iraklis ProkopakisSenior Vice-President/COO/Treasurer/Director
  )for and on behalf of
  )DANAOS CORPORATION
  )in the presence of: Mrs. Zoe Lappa-Papamattheou
  )
  /s/Zoe Lappa-Papamattheou   SIGNED by Mr. Efstathios Sfyris
  )
  /s/Efstathios SfyrisDirector
  )for and on behalf of
  )DANAOS SHIPPING COMPANY LIMITED
  )in the presence of: Mrs. Zoe
  Lappa-Papamattheou
  )
  /s/Zoe Lappa-Papamattheou