EX-4.12







Exhibit 4.12




ADDENDUM AGREEMENT




(the
“Addendum Agreement”)




TO MANAGEMENT AGREEMENTS




BETWEEN CARDIFF MARINE INC.

OF MONROVIA, LIBERIA, LAWFULLY REPRESENTED (HEREINAFTER

“CARDIFF”)




AND




OCEANRESOURCES OWNERS LIMITED (M/V JUNEAU)

OCEANCLARITY OWNERS LIMITED (M/T PINK SANDS)

OCEANFIGHTER OWNERS INC. (M/T OLINDA)

HEREINAFTER COLLECTIVELY THE “OWNERS”



Whereas the Owners are engaged in the ownership and operation of cargo vessels trading worldwide.



Whereas Oceanresources Owners Limited and CARDIFF have entered into a management agreement dated
21st June, 2007 under which Cardiff provides technical and commercial management services
associated with the vessel Juneau for an annual management fee of $123.600 as attached herein.



Whereas Oceanclarity Owners Limited and CARDIFF have entered into a management agreement dated
28th November, 2007 under which Cardiff provides technical and commercial management
services associated with the vessel Pink Sands for an annual management fee of $182.500 as attached
herein.



Whereas Oceanfighter Owners Limited and CARDIFF have entered into a management agreement dated
4th January, 2008 under which Cardiff provides technical and commercial management
services associated with the vessel Olinda for an annual management fee of $182.500 as attached
herein.



Whereas it is in the best interests of the Owners and Cardiff to renew the abovementioned
management agreements.



Whereas it was proposed that the management fees payable by Owners to Cardiff be re-set as of May
15th, 2008.



Whereas it is considered fair that the Cardiff is additionally remunerated for services pertaining
to commercial operations (Post Fixture).



IT IS HEREBY AGREED AS FOLLOWS:



The management fee payable by Oceanresources Owners Limited to Cardiff with respects to M/V Juneau
shall be Euros 550 per day effective 15th May, 2008.




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The management fee payable by Oceanclarity Owners Limited to Cardiff with respects to M/T Pink
Sands shall be Euros 650 per day effective 15th May, 2008.



The management fee payable by Oceanfighter Owners Limited to Cardiff with respects to M/T Olinda
shall be Euros 650 per day effective 15th May, 2008.



The additional fee payable by Oceanresources Owners Limited to Cardiff with respects to the
Commercial Operations services pertaining to M/V Juneau as more fully described in Clause 4 of the
Commercial Management Agreement shall be Euros 150 per day effective 15th May, 2008.



The additional fee payable by Oceanclarity Owners Limited to Cardiff with respects to the
Commercial Operations services pertaining to M/T Pink Sands as more fully described in Clause 4 of
the Commercial Management Agreement shall be Euros 150 per day effective 15th May,
2008.



The additional fee payable by Oceanfighter Owners Limited to Cardiff with respects to the
Commercial Operations services pertaining to M/T Olinda as more fully described in Clause 4 of the
Commercial Management Agreement shall be Euros 150 per day effective 15th May, 2008.



The additional fee payable to Cardiff for superintendent visits on board the vessels in order to
evaluate the Vessels physical condition, and/or supervise ship board activities, and/or attend to
repairs and drydockings for a period of greater than 5 days during any successive twelve month term
(the first term commencing from the date of this Agreement) shall be Euros 360 for every additional
day.



The term of the Management Agreements is hereby extended until 31st December 2010 on the same
terms and conditions and with effect from May 15th 2008.



At the beginning of each calendar year the fees for the next 12 months will be adjusted upwards
according to the Greek Consumer Price Index referring to the previous twelve (12) calendar months.



All other terms and conditions of the Management Agreement remain unaltered and in full force and
effect, save as may have been amended by the parties, such as with regard to the fees payable as
above.




[SIGNATURE PAGE FOLLOWS]





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	Signed this 15th day of May 2008
	 	 
	 
	 	 
	/s/ Solon Dracailis
 

 

ON BEHALF OF OCEANRESOURCES OWNERS LIMITED

	 	 
	By: Solon Dracailis
	 	 
	Title: Chief Accounting Officer — Treasurer
	 	 
	 
	 	 
	/s/ Solon Dracailis
 

 

ON BEHALF OF OCEANCLARITY OWNERS LIMITED

	 	 
	By: Solon Dracailis
	 	 
	Title: Chief Accounting Officer — Treasurer
	 	 
	 
	 	 
	/s/ Solon Dracailis
 

 

ON BEHALF OF OCEANFIGHTER OWNERS LIMITED

	 	 
	Solon Dracailis
	 	 
	Chief Accounting Officer — Treasurer
	 	 
	 
	 	 
	/s/ Ioannis Papathanasiou
 

 

ON BEHALF OF CARDIFF

	 	 
	 
	By: Ioannis Papathanasiou
	 	 
	Title: Legal Representative
	 	 







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