EX-4.16






Exhibit 4.16




ADDENDUM AGREEMENT NO. 2




(the “Addendum Agreement”)




TO COMMERCIAL MANAGEMENT AGREEMENTS




BETWEEN CARDIFF MARINE INC.

OF MONROVIA, LIBERIA, LAWFULLY REPRESENTED (HEREINAFTER

“CARDIFF”)




AND




“OCEANTRADE OWNERS LIMITED” (M/V TOPEKA)

“OCEANPRIME OWNERS LIMITED” (M/V RICHMOND)

“OCEANWEALTH OWNERS LIMITED” (M/V PIERRE)

“OCEANSTRENGTH OWNERS LIMITED” (M/V LANSING)

“OCEANENERGY OWNERS LIMITED” (M/V HELENA)

“OCEANVENTURE OWNERS LIMITED” (M/V AUSTIN)

“KIFISSIA STAR OWNERS INC.” (M/V AUGUSTA)

“OCEANSHIP OWNERS LIMITED” (M/V TRENTON)

HEREINAFTER COLLECTIVELY THE “OWNERS”



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



Whereas Oceantrade Owners Limited as Owners and CARDIFF as Commercial Managers have entered into a
commercial management agreement dated 2nd January, 2009 with respects to the vessel M/V Topeka;



Whereas Oceanprime Owners Limited as Owners and CARDIFF as
Commercial Managers have entered into a commercial management
agreement dated 2nd January, 2009 with respects to the vessel M/V
Richmond;



Whereas Oceanwealth Owners Limited as Owners and CARDIFF as Commercial Managers have entered into
a commercial management agreement dated 2nd January, 2009 with respects to the vessel M/V Pierre;



Whereas Oceanstrength Owners Limited as Owners and CARDIFF as Commercial Managers have entered
into a commercial management agreement dated 2nd January, 2009 with respects to the vessel M/V
Lansing;



Whereas Oceanenergy Owners Limited as Owners and CARDIFF as Commercial Managers have entered into
a commercial management agreement dated 2nd January, 2009 with respects to the vessel M/V Helena;



Whereas Oceanventure Owners Limited as Owners and CARDIFF as Commercial Managers have entered into
a commercial management agreement dated 2nd January, 2009 with respects to the vessel M/V Austin;





 









 







Whereas Kifissia Star Owners Inc. as Owners and CARDIFF as Commercial Managers have entered into a
commercial management agreement dated 2nd January, 2009 with respects to the vessel M/V
Augusta;



Whereas Oceanship Owners Limited as Owners and CARDIFF as Commercial Managers have entered into a
commercial management agreement dated 2nd January, 2009 with respects to the vessel M/V Trenton;



IT IS HEREBY AGREED AS FOLLOWS:



That the Euro equivalent of 90 days commercial management fees (the “Security”) will be paid to
CARDIFF in cash as security for the due, punctual, proper and correct performance by the Owners of
their obligations under the Commercial Management Agreements, such payment to be made to CARDIFF
upon written demand by CARDIFF to a bank account as designated by the CARDIFF



That the Security to be paid by Oceantrade Owners Limited to CARDIFF with respect to M/V Topeka
shall be € 13.500 in cash (€ 150 per day x 90 days)



That the Security to be paid by Oceanprime Owners Limited to CARDIFF with respect to M/V Richmond
shall be € 13.500 in cash (€ 150 per day x 90 days)



That the Security to be paid by Oceanwealth Owners Limited to CARDIFF with respect to M/V Pierre
shall be € 13.500 in cash (€ 150 per day x 90 days)



That the Security to be paid by Oceanstrength Owners Limited to CARDIFF with respect to M/V
Lansing shall be € 13.500 in cash (€ 150 per day x 90 days)



That the Security to be paid by Oceanenergy Owners Limited to CARDIFF with respect to M/V Helena
shall be € 13.500 in cash (€ 150 per day x 90 days)



That the Security to be paid by Oceanventure Owners Limited to CARDIFF with respect to M/V Austin
shall be € 13.500 in cash (€ 150 per day x 90 days)



That the Security to be paid by Kifissia Star Owners Inc. to CARDIFF with respect to M/V Augusta
shall be € 13.500 in cash (€ 150 per day x 90 days)



That the Security to be paid by Oceanship Owners Limited to CARDIFF with respect to M/V Trenton
shall be € 13.500 in cash (€ 150 per day x 90 days)



That upon the valid effective termination of the Commercial Management Agreements CARDIFF shall
only be required to return the Security amount or any portion thereof, if the amounts due to
CARDIFF pursuant with the obligations set forth in the Commercial Management Agreements and their
addenda is less than the Security amount paid as per above, it being understood that in any event
of default from the part of the Owners, the




 









 







Security is forfeited in favor of CARDIFF without prejudice to any rights which CARDIFF may have
against the Owner in law or in equity



That the Security amount shall be non-refundable by CARDIFF in the event of: (i) a Change of
Control of OceanFreight Inc. and (ii) any public disclosure that OceanFreight Inc is in default of
any of its agreements including but not limited to Loan Agreements and Charter Party Agreements
and such default impairs the Company’s ability to continue its operations. Change of Control shall
have the same term and meaning as set forth in the Services Agreement dated 15th May, 2008 between
CARDIFF and OceanFreight Inc,



All other terms and conditions of each respective Commercial Management Agreement dated
2nd January, 2008 shall remain unaltered and in full force and effect, save as may have
been amended by the parties, such as with regard to the Security payable as above




[SIGNATURE PAGE FOLLOWS]





 









 








Signed this 14th day of January 2009.




	 	 	 	 	 
	/s/ Michael Gregos	 	 
	 	 	 
	 
	 	 	 	 
	ON BEHALF OF THE OWNERS	 	 
	 
	 	 	 	 
	By:

	 	Michael Gregos	 	 
	Title:

	 	COO	 	 






	 	 	 	 	 
	/s/ Charalampos Alivizatos	 	 
	 	 	 
	 
	 	 	 	 
	ON BEHALF OF CARDIFF MARINE INC.	 	 
	 
	 	 	 	 
	By:

	 	Charalampos Alivizatos	 	 
	Title:

	 	Legal Representative