0001047469-11-005517.txt : 20110525 0001047469-11-005517.hdr.sgml : 20110525 20110525172254 ACCESSION NUMBER: 0001047469-11-005517 CONFORMED SUBMISSION TYPE: F-3 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20110525 DATE AS OF CHANGE: 20110525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Danaos Corp CENTRAL INDEX KEY: 0001369241 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-174500 FILM NUMBER: 11871902 BUSINESS ADDRESS: STREET 1: 14 AKTI KONDYLI STREET 2: 185 45 PIRAEUS CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: 011302104496480 MAIL ADDRESS: STREET 1: 14 AKTI KONDYLI STREET 2: 185 45 PIRAEUS CITY: ATHENS STATE: J3 ZIP: 00000 F-3 1 a2204275zf-3.htm F-3

As filed with the Securities and Exchange Commission on May 25, 2011.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

DANAOS CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Not Applicable
(Translation of Registrant's Name into English)


Republic of the Marshall Islands (State or other Jurisdiction of Incorporation or Organization)		Not Required (I.R.S. Employer Identification No.)
c/o Danaos Shipping Co. Ltd. 14 Akti Kondyli 185 45 Piraeus Greece 011 30 210 419 6480 (Address and telephone number of Registrant's principal executive offices)
Morgan, Lewis & Bockius LLP Attn.: Stephen P. Farrell 101 Park Avenue New York, New York 10178 (212) 309-6000 (telephone) (212) 309-6001 (facsimile) (Name, address and telephone number of agent for service)

Approximate Date of Commencement of Proposed Sale of the Securities to the Public: From time to time after the effective date of this Registration Statement, as determined by the selling holders.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ý

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Security	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee




Common stock, par value $0.01	15,000,000(1)	$7.00(2)	$105,000,000	$12,190.50

Warrants	8,044,176	(3)	(3)	(3)

Preferred stock purchase rights(4)

Total			$105,000,000	$12,190.50

(1): These shares of common stock are issuable upon exercise of warrants issued by the registrant. A total of 8,044,176 of these shares of common stock are also being registered for resale by the selling holders named in the prospectus forming a part of this registration statement. In addition to the shares set forth in this table, pursuant to Rule 416 under the Securities Act of 1933, this registration statement also registers such indeterminate number of shares of common stock as may become issuable upon exercise of the warrants as may be adjusted as a result of their anti-dilution provisions. Because the warrants are exercisable only on a cashless exercise basis, the actual number of shares of common stock issuable upon exercise of the warrants cannot be determined until the warrants are exercised, but will be less than the 15,000,000 shares of common stock registered hereby.
(2): Price estimated based on the exercise price of the warrants pursuant to Rule 457(g) under the Securities Act of 1933.
(3): Pursuant to the final sentence of Rule 457(g) under the Securities Act of 1933, no separate registration fee is required for warrants registered in the same registration statement as the shares of common stock offered pursuant thereto.
(4): The preferred stock purchase rights are initially attached to and trade with the shares of our common stock registered hereby. Value attributed to such rights, if any, is reflected in the market price of our common stock.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. The selling holders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 25, 2011.

PROSPECTUS

Danaos Corporation

Warrants
Common Stock

This prospectus covers the initial issuance of shares of common stock by the Company upon exercise of 15,000,000 warrants by persons other than the original holders of such warrants, including the selling holders named in this prospectus. It also covers the resale by such selling holders of 8,044,176 of such warrants to purchase common stock and the shares of common stock issuable to them upon exercise of those warrants.

The warrants and warrant shares may be offered from time to time by the selling holders named in this prospectus. The selling holders may sell any of these securities at various times and in various types of transactions, including sales in the open market, sales in negotiated transactions and sales by a combination of these methods. We will not receive any proceeds from such sales by the selling holders.

Our common stock is traded on the New York Stock Exchange (the "NYSE") under the symbol "DAC." On May 24, 2011, the last reported sale price of our common stock on the NYSE was $6.24 per share.

Investing in our warrants and common stock involves risks that are described in "Risk Factors" and the "Risk Factors" section of our Annual Report on Form 20-F that is incorporated by reference into this prospectus. You should carefully consider the risk factors set forth therein before investing in our common stock.

Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated , 2011.

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		Page

FORWARD LOOKING STATEMENTS		1
DANAOS CORPORATION		2
RISK FACTORS		3
USE OF PROCEEDS		5
CAPITALIZATION		5
DESCRIPTION OF THE WARRANTS		6
DESCRIPTION OF CAPITAL STOCK		9
SELLING HOLDERS		10
TAX CONSIDERATIONS		13
PLAN OF DISTRIBUTION		14
LEGAL MATTERS		17
EXPERTS		17
WHERE YOU CAN FIND ADDITIONAL INFORMATION		18
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		18
SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES		19

You should rely only on the information provided in this prospectus and any prospectus supplement, as well as the information incorporated by reference. We have not authorized anyone to provide you with additional or different information. These securities are not being offered in any jurisdiction or state where the offer is not permitted. You should not assume that the information in this prospectus, any prospectus supplement or any documents incorporated by reference herein or therein is accurate as of any date other than the date of the applicable document.

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FORWARD LOOKING STATEMENTS

Our disclosure and analysis in this prospectus, and the documents incorporated into this prospectus by reference, concerning our operations, cash flows, and financial position include forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The words "anticipate," "believe," "estimate," "expect," "forecast," "intend," "potential," "may," "plan," "project," "predict," and "should" and similar expressions as they relate to us are intended to identify such forward-looking statements, but are not the exclusive means of identifying such statements. We may also from time to time make forward-looking statements in our periodic reports that we file with the U.S. Securities and Exchange Commission ("SEC"), other information sent to our security holders, and other written materials. Such statements reflect our current views and assumptions and all forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. We caution readers of this prospectus, and the documents incorporated into this prospectus by reference, not to place undue reliance on these forward-looking statements, which speak only as of their dates. We undertake no obligation to publicly update or revise any forward-looking statements.

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DANAOS CORPORATION

Danaos Corporation is an international owner of containerships, chartering its vessels to many of the world's largest liner companies. Our fleet of containerships makes us one of the largest containership charter owners in the world, based on total TEU capacity. Our strategy is to charter our containerships under multi-year, fixed-rate period charters to a geographically diverse group of liner companies, including many of the largest such companies globally, as measured by TEU capacity.

We are a corporation domesticated in the Republic of the Marshall Islands on October 7, 2005, under the Marshall Islands Business Corporations Act, after having been incorporated as a Liberian company in 1998 in connection with the consolidation of our assets under Danaos Holdings Limited. In connection with our domestication in the Marshall Islands, we changed our name from Danaos Holdings Limited to Danaos Corporation. Our company operates through a number of subsidiaries, all of which are wholly-owned by us and either directly or indirectly own the vessels in our fleet. Our manager, Danaos Shipping Company Limited, was founded in 1972 and since that time it has continuously provided seaborne transportation services.

In October 2006, we completed an initial public offering of our common stock in the United States and our common stock began trading on the New York Stock Exchange. Our address is c/o Danaos Shipping Co. Ltd., 14 Akti Kondyli, 185 45 Piraeus, Greece. Our telephone number at that address is +30 210 419 6480. Our website address is www.danaos.com. Information on, or accessible through, our website does not form part of this prospectus.

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RISK FACTORS

Any investment in our securities involves a high degree of risk. In addition to the risks described below, you should carefully consider the risk factors set forth under the heading "Risk Factors" in our most recent Annual Report on Form 20-F filed with the SEC and incorporated herein by reference, and in other documents we file from time to time with the SEC, before making an investment in our common stock.

Risks Relating to the Warrants

Future sales of our common stock may result in a decrease in the market price of our common stock.

The market price of our common stock could decline due to the issuance and subsequent sales of a large number of shares of our common stock in the market after this offering or the perception that such sales could occur following the exercise of the warrants. This could make it more difficult to raise funds through future offerings of common stock or securities convertible into common stock.

As of March 31, 2011, we had 108,626,538 shares of our common stock issued and outstanding. If holders of the warrants exercise the warrants, we will issue a number of additional shares of common stock based on the difference between the average of the closing sale prices per share (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the five most recent trading days prior to the day on which the warrants are exercised and notice is delivered to the warrant agent (the "Fair Market Value") and the exercise price. The shares issued upon exercise of the warrants and which are included in this registration statement may be resold in the public market following the effectiveness of this registration statement. In addition, certain of the shares of common stock issuable upon exercise of the warrants may be sold in the public markets at any time, subject to the volume and other limitations of Rule 144 under the Securities Act.

The warrants are a risky investment, and may expire as worthless.

On May 24, 2011, the last reported sale price of our common stock on the NYSE was $6.24 per share. This is below the $7.00 exercise price of the warrants. Our common stock price must increase to more than the exercise price of the warrants for you to have an opportunity to exercise the warrants and achieve a positive return on your investment.

The warrants are exercisable only until January 31, 2019. In the event our common stock price does not increase to the level discussed above during the period when the warrants are exercisable, you will likely not be able to recover the value of your investment in the warrants. In addition, if our common stock price remains below the exercise price of the warrants, the warrants may not have any value and may expire without being exercised, in which case you will lose your entire investment. There can be no assurance that the market price of our common stock will exceed the exercise price during the warrant exercise period. In addition, upon exercise of the warrants, you will receive a number of shares of stock calculated based on the Fair Market Value of the common stock. Accordingly, the number of shares and the value of the common stock you receive upon exercise of the warrants will depend on the market price of our common stock on the five trading days prior to the day on which you choose to exercise those warrants.

There is no existing market for the warrants, and you cannot be certain that an active market will develop.

The warrants are a new issue of securities with no established trading market. We have no plans to list the warrants on a securities exchange, and an active trading market for the warrants may not develop.

Purchasers of warrants who exercise their warrants for shares of our common stock will incur immediate and future dilution.

Upon exercise of your warrants for shares of our common stock, you could experience immediate and substantial dilution if the exercise price of your warrants at the time were higher than the net

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tangible book value per share of the outstanding common stock. In addition, you will experience dilution, subject to the anti-dilution protections contained in the warrants and described below under "Description of the Warrants—Anti-Dilution Adjustments," when we issue in any future offerings or under outstanding options and warrants and under our equity compensation plans.

The market price of the warrants will be directly affected by the market price of our common stock, which may be volatile.

To the extent a secondary market develops for the warrants, the market price of our common stock will significantly affect the market price of the warrants. This may result in greater volatility in the market price of the warrants than would be expected for warrants to purchase securities other than common stock. The market price of our common stock could be subject to significant fluctuations due to factors described in our Form 20-F under the caption "Risk Factors—Risks Relating to Our Common Stock—The market price of our common stock has fluctuated widely and the market price of our common stock may fluctuate in the future," and we cannot predict how shares of our common stock will trade in the future. Increased volatility could result in a decline in the market price of our common stock, and, in turn, in the market price of the warrants. The price of our common stock also could be affected by possible sales of common stock by investors who view the warrants as a more attractive means of equity participation in us and by hedging or arbitrage activity involving our common stock. The hedging or arbitrage of our common stock could, in turn, affect the market price of the warrants.

Holders of the warrants will have no rights as common stockholders until they acquire our common stock.

Until you acquire shares of our common stock upon exercise of your warrants, you will have no rights with respect to our common stock, including rights to dividend payments or payments upon the liquidation, dissolution or winding up of the Company, voting rights or the right to respond to tender offers. Upon exercise of your warrants, you will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date. See "Description of the Warrants—No Rights as a Stockholder; Rights upon Liquidation, Dissolution or Winding Up."

The exercise price of, and the number of shares of our common stock underlying, the warrants may not be adjusted for all dilutive events.

The exercise price of and the number of shares of our common stock underlying the warrants are subject to adjustment for certain events, including, but not limited to, the issuance of stock dividends on our common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness or assets, certain cash dividends and certain issuer tender or exchange offers as described below under "Description of Warrants—Anti-Dilution Adjustments." The exercise price will not be adjusted, however, for other events, such as a third-party tender or exchange offer, a merger or reorganization in which our common stock is acquired for cash or an issuance of common stock for cash, that may adversely affect the market price of the warrants or our common stock. Other events that adversely affect the value of the warrants may occur that do not result in an adjustment to such exercise price.

The warrant agreement is not an indenture qualified under the Trust Indenture Act, and the obligations of the warrant agent are limited.

The warrant agreement, which governs the warrants, is not an indenture qualified under the U.S. Trust Indenture Act of 1939, as amended (the "TIA"), and the warrant agent is not a trustee qualified under the TIA. Accordingly, warrantholders will not have the benefits or the protections of the TIA. Under the terms of the warrant agreement, the warrant agent will have only limited obligations to the warrantholders. Accordingly, in some circumstances, it may be difficult for warrantholders, acting individually or collectively, to take actions to enforce their rights under the warrants or the warrant agreement.

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USE OF PROCEEDS

We have not received, nor will we receive, any cash proceeds from the issuance of the warrants or the common stock issuable upon the cashless exercise of the warrants. We will not receive any proceeds from the resale of these securities by the selling holders.

CAPITALIZATION

Our capitalization is set forth in our report on Form 6-K filed with the SEC on May 10, 2011, and updates thereto will be set forth in reports on Form 6-K subsequently furnished to the SEC and specifically incorporated herein by reference, other periodic filings we make with the SEC or in a prospectus supplement to this prospectus.

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DESCRIPTION OF THE WARRANTS

The following is a summary of certain provisions of our warrants. The following summary of the terms of the warrants does not purport to be complete and is subject to, and qualified in its entirety by reference to, the terms and provisions set forth in the Warrant Agreement governing the warrants, which is attached as an exhibit to the registration statement of which this prospectus is a part. As used in this section, the terms the "Company," "us," "we" or "our" refer to Danaos Corporation and not to any of its subsidiaries.

General

The warrants covered by this registration statement are a portion of the 15,000,000 warrants we issued in transactions exempt from the registration requirements of the Securities Act to the 14 banks participating in the comprehensive financing plan contemplated by the definitive agreement we entered into on January 14, 2011 and which became effective on March 4, 2011 (the "Bank Agreement"), in respect of certain of our existing financing arrangements and for new credit facilities from certain of our current lenders aggregating $424.75 million, as well as a $190 million lending arrangement from a vendor. For more information regarding the comprehensive financing plan and the Bank Agreement, refer to our Annual Report on Form 20-F for the year ended December 31, 2010, incorporated by reference herein. Each warrant entitles the holder thereof to purchase, solely on a cashless exercise basis, one share of our common stock, subject to adjustment as described below under "Anti-Dilution Adjustments."

Cashless Exercise of the Warrants

The exercise price applicable to each warrant is $7.00 per share of common stock for which the warrant may be exercised. The warrants may be exercised in whole or in part at any time, and from time to time, at or prior to 5:00 p.m. on January 31, 2019, by surrender to the warrant agent of the warrant and a completed notice of exercise attached to the warrant. The exercise price will be paid by the withholding by us of a number of shares of common stock issuable upon exercise of the warrants equal to the value of the aggregate exercise price of the warrants so exercised, determined by reference to the average of the closing sale prices per share (or, if no closing sale price is reported , the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the five most recent trading days preceding the day on which the warrants are exercised and notice is delivered to the warrant agent (the "Fair Market Value"). The warrants are exercisable on a cashless basis only. In no event shall a warrantholder be entitled to elect to receive a net cash settlement upon exercise of the warrants.

The exercise price for the warrants is also subject to adjustment upon the occurrence of certain events described below under "Anti-Dilution Adjustments."

Upon exercise of warrants, we will promptly issue to the warrantholder (or its designee) the number of shares of common stock that are issuable upon exercise. We will not issue fractional shares of our common stock. Instead, the exercising warrantholder will be entitled to a cash payment based on the current market price of our common stock.

We will pay all stamp duties and other taxes, other than income taxes, and all expenses and other related charges in respect of the preparation, issue or delivery of common stock on exercise of the warrants. We will not, however, pay any tax or other charges in respect of any transfer involved in the issue and delivery of common stock or cash to someone other than the holder of the warrant certificate surrendered upon exercise of a warrant. Neither we nor the warrant agent will be required to deliver any shares of common stock or pay any cash until any such tax or charge has been paid or an amount sufficient to pay such tax or charge has been delivered to the warrant agent or us and we are satisfied that there are no other taxes or charges that may become due and which have not been paid.

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No Rights as a Stockholder; Rights upon Liquidation, Dissolution or Winding Up

Holders of the warrants will have no right to vote on matters submitted to our stockholders and will have no right to receive dividends, until, and then only to the extent, the warrants have been exercised.

Prior to the expiration of the warrants, we will give notice to the warrant agent and the warrantholders of any proposal to voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company no later than ten business days prior to the date such transaction is expected to become effective or, if earlier, the record date for such transaction. The notice will also specify a date as of which the holders of record of the common stock will be entitled to exchange their shares for monies, securities or other property deliverable upon such dissolution, liquidation or winding up, as the case may be. Immediately prior to the close of business on the applicable effective date or record date, all unexercised warrants will be automatically exercised for warrant shares, thereby entitling the holders of such warrant shares, if any, to exchange their warrant shares for monies, securities or other property deliverable upon such dissolution, liquidation or winding up, as the case may be. Unexercised warrants and any warrant certificates evidencing those warrants will expire as of the applicable effective date or record date.

In the event a bankruptcy or reorganization is commenced by or against us, a bankruptcy court may hold that unexercised warrants are executory contracts which may be subject to rejection by us with approval of the bankruptcy court, and the holders of the warrants may, even if sufficient funds are available, receive nothing or a lesser amount than that to which they would otherwise be entitled as a result of any such bankruptcy case if they had exercised their warrants prior to the commencement of any such case.

Merger of the Company

In the event of any merger, consolidation or other combination of the Company with another entity, provision must be made for warrantholders to receive, upon the exercise of warrants and in lieu of shares of common stock, such shares of stock, securities, cash, rights or assets as would be issued or paid in respect of shares of our common stock upon such merger, consolidation or other combination.

Anti-Dilution Adjustments

The number of shares of our common stock issuable upon exercise of a warrant will be adjusted upon the occurrence of certain events including, without limitation, the payment of a dividend on, or the making of any distribution in respect of, capital stock of the Company, payment of which is made in:

•: shares of the Company's common stock; or
•: options, warrants or rights to purchase, or securities convertible into or convertible or exercisable for, shares of common stock of the Company at an exercise price below the then current market price per share of the common stock.

An adjustment will also be made in the event of a combination, subdivision or reclassification of the common stock. Adjustments will be made whenever and as often as any specified event requires an adjustment to occur, provided that no adjustment will be required until such time as the adjustment would be at least one percent (1%). No adjustments will be made for issuances under the Company's equity compensation plan, as amended or supplemented, which provides for issuances of up to six percent (6%) of the Company's outstanding common stock.

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Amendment

From time to time, we, without the consent of the holders of the warrants, may amend or supplement the warrant for certain purposes, including (i) curing ambiguities, defects or inconsistencies, (ii) to add covenants or agreements of the Company, (iii) to comply with any requirement of the SEC in connection with the registration of the warrants or shares of common stock issuable upon exercise thereof, (iv) in relation to the requirements of any securities exchange on which the warrants or shares of common stock issuable upon exercise thereof are or are to be listed or (v) making any change that does not adversely affect the rights or interests of the holders in any material respect. The consent of each holder of the warrants affected will be required for any amendment pursuant to which the exercise price would be increased or the number of shares of common stock issuable upon the exercise of the warrants would be decreased (other than pursuant to adjustments provided in the warrant). Any other amendment or supplement to the warrant that has a material adverse effect on the interests of the holders of the warrants will require the written consent of the holders of a majority of the then outstanding warrants.

Reservation of Shares

We have authorized and reserved for issuance and will at all times reserve and keep available such number of shares of our common stock as will be issuable upon the exercise of all outstanding warrants. Such shares of our common stock, when paid for and issued, will be duly and validly issued, fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuance thereof.

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DESCRIPTION OF CAPITAL STOCK

Under our articles of incorporation, our authorized capital stock consists of 750,000,000 shares of common stock, $0.01 par value per share, and 100,000,000 shares of blank check preferred stock, $0.01 par value per share, of which 1,000,000 shares have been designated Series A Participating Preferred Stock in connection with our adoption of a stockholder rights plan as described below. All of our shares of stock are in registered form. As of March 31, 2011, we had 108,626,538 common shares issued and outstanding. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. The rights, preferences and privileges of holders of shares of common stock are subject to the rights of the holders of any shares of preferred stock which we may issue in the future.

Each share of our common stock includes a right that entitles the holder to purchase from us a unit consisting of one-thousandth of a share of our Series A participating preferred stock at a purchase price of $25.00 per unit, subject to specified adjustments. The rights are issued pursuant to a rights agreement between us and American Stock Transfer & Trust Company, as rights agent. Until a right is exercised, the holder of a right will have no rights to vote or receive dividends or any other stockholder rights. The material terms and conditions of the rights agreement and the rights are summarized in "Item 10. Additional Information—Share Capital" in our most recent Annual Report on Form 20-F filed with the SEC and incorporated by reference herein and, for a complete description of the rights, we encourage you to read the rights agreement, which is an exhibit to the registration statement of which this prospectus is a part.

For a more complete summary of our capital stock and the provisions of our articles of incorporation and bylaws, including certain anti-takeover provisions, please read "Item 10. Additional Information" in our most recent Annual Report on Form 20-F filed with the SEC and incorporated by reference herein.

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SELLING HOLDERS

This prospectus covers the resale by the selling holders named herein, or their pledgees, donees or transferees, of 8,044,176 warrants to purchase common stock and the shares of common stock issuable to such selling holders upon exercise of the warrants, which are exercisable on a cashless exercise basis only. The warrants covered by this registration statement are a portion of the 15,000,000 warrants we issued in transactions exempt from the registration requirements of the Securities Act to the 14 banks participating in the comprehensive financing plan contemplated by the Bank Agreement. We entered into a registration rights agreements in connection with the restructuring, pursuant to which we are registering the warrants and the shares of common stock described below.

The following table sets forth certain information with respect to the selling holders, including:

•: the name of each selling holder;
•: the number of warrants and shares of common stock issuable upon the exercise of the warrants beneficially owned by such selling holder prior to the offering;
•: the maximum number of warrants and common shares of stock issuable upon the exercise of the warrants to be offered by such selling holder hereby; and
•: the number of warrants and shares of common stock issuable upon the exercise of the warrants to be beneficially owned by such selling holder assuming all of the shares of such selling holder covered by this prospectus are distributed in the offering.

Because the warrants are exercisable on a cashless exercise basis only, the number of shares of common stock issuable upon exercise of the warrants cannot be determined until the warrants are exercised. Accordingly, for purposes of this section, we have assumed that the warrants are exercisable on a cash exercise basis and that one share of common stock will be issued for each warrant that is exercised. The actual number of shares of common stock that we will be required to deliver in connection with exercise of the warrants will equal one share per warrant exercised minus a number of shares of common stock whose aggregate Fair Market Value is equal to the aggregate exercise price of the warrants being exercised.

The warrants and common stock issuable upon the exercise of the warrants offered by this prospectus may be offered from time to time by the selling holders named below. We have prepared the table and the related notes based on information supplied to us by the selling holders. We have not sought to verify such information. Additionally, some or all of the selling holders may have sold or transferred some or all of the securities listed below in exempt or non-exempt transactions since the date on which the information was provided to us. Other information about the selling holders may change over time, as it is possible that the selling holders may acquire or dispose of warrants or shares of common stock from time to time after the date of this prospectus. Changes in such information will be set forth in prospectus supplements to the extent required.

Because the selling holders may offer all or some portion of the warrants or the common stock for which the warrants are exercisable, we cannot estimate the amount of warrants or common stock that may be held by the selling holder upon the completion of any sales they may make. Based on the information provided by the selling holder and our knowledge, the selling holders have held no position or office or had any other material relationship with us or any of our affiliates or predecessors during the past three years. To our knowledge, none of the selling holders owns any shares of common stock as of the date of this prospectus.

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For information on the procedure for sales by selling holders, please read the disclosure set forth under the heading "Plan of Distribution."

Selling Holder(1)

The Royal Bank of Scotland plc	4,039,395	26.93	%	4,039,395	3.59	%
Emporiki Bank of Greece S.A.	1,157,876	7.72	%	1,157,876	1.05	%
Deutsche Bank Aktiengesellschaft	1,013,134	6.75	%	1,013,134	*
ABN AMRO Bank N.V.	745,193	4.97	%	745,193	*
Piraeus Bank S.A.	405,236	2.70	%	405,236	*
Citibank N.A. London Branch	333,707	2.22	%	333,707	*
National Bank of Greece S.A.	232,102	1.55	%	232,102	*
EFG Eurobank Ergasias S.A.	77,009	*		77,009	*
Aegean Baltic Bank S.A.	40,524	*		40,524	*

Selling Holder

The Royal Bank of Scotland plc		4,039,395	4,039,395	0	0%
Emporiki Bank of Greece S.A.		1,157,876	1,157,876	0	0%
Deutsche Bank Aktiengesellschaft		1,013,134	1,013,134	0	0%
ABN AMRO Bank N.V.		745,193	745,193	0	0%
Piraeus Bank S.A.		405,236	405,236	0	0%
Citibank N.A. London Branch		333,707	333,707	0	0%
National Bank of Greece S.A.		232,102	232,102	0	0%
EFG Eurobank Ergasias S.A.		77,009	77,009	0	0%
Aegean Baltic Bank S.A.		40,524	40,524	0	0%

	Total	8,044,176	8,044,176	0	0%

(*): Less than 1%.
(1): Also includes any sale of the warrants and the underlying common stock by pledgees, donees, transferees or other successors in interest that receive such securities by pledge, gift, distribution or other non-sale related transfer from the named selling securityholders after the effective date of the Registration Statement of which this prospectus forms a part. The information concerning the selling holders may change from time to time, and any changes and the names of any transferees, pledgees, donees, and other successors in interest will be set forth in supplements to this prospectus to the extent required.
(2): Based on a total of 15,000,000 warrants issued and outstanding, which is the total number of warrants we were obligated to issue in connection with the comprehensive financing plan contemplated by the Bank Agreement.
(3): The number of shares of common stock indicated assumes exercise of all of the selling holder's warrants, each for one share of common stock and a cash payment in lieu of the issuance of any fractional share interest. However, the number of shares issuable upon exercise of a warrant is subject to adjustment as described under "Description of the Warrants—Anti-Dilution

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Adjustments." As a result, the number of shares of common stock issuable upon exercise of the warrants may increase or decrease in the future.

(4): Calculated based on Rule 13d-3 of the Exchange Act using 108,626,538 shares of common stock issued and outstanding as of March 31, 2011. In calculating this amount, we treated as outstanding the number of shares of common stock issuable upon exercise of all of that particular holder's warrants. However, we did not treat as outstanding the common stock issuable upon exercise of any other holder's warrants.
(5): We do not know when or in what amounts the selling holders may offer shares of common stock for sale. The selling holders may choose not to sell any of the shares of common stock offered by this prospectus. This table assumes the sale by the selling holders of all of the shares of common stock available for resale under this prospectus.

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TAX CONSIDERATIONS

Certain tax considerations relating to an investment in the warrants and our common stock are set forth in our Annual Report on Form 20-F for the year ended December 31, 2010 and filed with the SEC on April 8, 2011, which report is incorporated by reference herein.

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PLAN OF DISTRIBUTION

The selling holders or their pledgees, donees or transferees may sell the securities being offered hereby from time to time directly to purchasers, through underwriters, broker-dealers or agents, at fixed prices, which may be changed, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at privately negotiated prices. If the securities are sold through underwriters or broker-dealers, then the selling holders who sell those securities will be responsible for underwriting discounts or commissions. Such sales may be effected in transactions (which may involve crosses and block transactions):

•: on any national securities exchange or quotation service on which the common stock may be listed or quoted at the time of sale;
•: in the over-the-counter market;
•: in transactions otherwise than on such exchanges or services or in the over-the-counter market;
•: in privately negotiated transactions;
•: through put or call option transactions, whether such options are listed on an options exchange or otherwise;
•: through the settlement of short sales;
•: through a combination of any such methods of sale; or
•: through any other method permitted pursuant to applicable law.

The selling holders may also sell their securities under Rule 144 or Regulation S under the Securities Act, in each case if available, rather than under this prospectus. There can be no assurances that any selling holder will sell any or all of the securities registered pursuant to the registration statement of which this prospectus forms a part.

The selling holders may directly make offers to sell the securities to, or solicit offers to purchase the securities from, purchasers from time to time. If required, the prospectus supplement relating to any such offering by the selling holders will set forth the terms of such offering.

From time to time, the selling holders may sell the securities included in this prospectus to one or more dealers acting as principals. If required, the prospectus supplement related to any such offering will name such dealers, and will include information about any compensation paid to the dealers, in such offering. The dealers, which may be deemed to be "underwriters" as that term is defined in the Securities Act, may then resell the securities to purchasers.

This prospectus also covers the issuance by the Company of shares of common stock issuable upon the exercise of the warrants by persons other than the original holders of the warrants, including the selling holders named in this prospectus.

The selling holders or their pledgees, donees or transferees may sell some or all of the securities in transactions involving broker-dealers, which may act solely as agent and/or may acquire securities as principal. Broker-dealers participating in such transactions as agent may receive commissions from the selling holders (and, purchaser or purchasers); such commissions may be at negotiated rates where permissible. Participating broker-dealers may agree with the selling holders to sell a specified number of securities at a stipulated price per common unit and, to the extent such broker-dealer is unable to do so acting as an agent for the selling holders, to purchase as principal any unsold securities at the price required to fulfill the broker-dealer's commitment to the selling holders. In addition or alternatively, securities may be sold by the selling holders, and/or by or through other broker-dealers in special offerings, exchange distributions or secondary distributions pursuant to and in compliance with the governing rules of any national securities exchange or quotation system, including the NYSE, and

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in connection therewith commissions in excess of the customary commission prescribed by such governing rules may be paid to participating broker-dealers or, in the case of certain secondary distributions, a discount or concession from the offering price may be allowed to participating broker-dealers in excess of the customary commission. Broker-dealers who acquire securities as principal may thereafter resell the securities from time to time in transactions (which may involve crosses and block transactions and which may involve sales to or through other broker-dealers, including transactions of the nature described in the preceding two sentences) on any national securities exchange or quotation system, including the NYSE, in the over-the-counter market, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with the resales may pay to or receive commissions from the purchaser of the securities.

In connection with offerings pursuant to this prospectus and in compliance with applicable law, underwriters, brokers or dealers, if any, may engage in transactions which stabilize or maintain the market price of the securities at levels above those which might otherwise prevail in the open market. Specifically, underwriters, brokers or dealers, if any, may over-allot in connection with offerings, creating a short position in the securities for their own accounts. For the purpose of covering a syndicate short position or stabilizing the price of the securities, the underwriters, brokers or dealers, if any, may place bids for the securities or effect purchases of the securities in the open market. Finally, the underwriters, if any, may impose a penalty whereby selling concessions allowed to syndicate members or other brokers or dealers for distribution the securities in offerings may be reclaimed by the syndicate if the syndicate repurchases previously distributed securities in transactions to cover short positions, in stabilization transactions or otherwise. These activities may stabilize, maintain or otherwise affect the market price of the securities, which may be higher than the price that might otherwise prevail in the open market, and, if commenced, may be discontinued at any time.

To the extent required, the names of the specific managing underwriter or underwriters, if any, as well as other important information, will be set forth in a prospectus supplement. In that event, the discounts and commissions the selling holders will allow or pay to the underwriters, if any, and the discounts and commissions the underwriters may allow or pay to dealers or agents, if any, will be set forth in, or may be calculated from, the prospectus supplements. Any underwriters, brokers, dealers and agents who participate in any sale of the securities may also engage in transactions with, or perform services for, us or out affiliates in the ordinary course of their businesses.

To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution.

The selling holders have advised us that they have not entered into any agreements or understandings with any underwriters or broker-dealers regarding the sale of their warrants or the shares of our common stock issuable upon exercise thereof. If we are notified by any selling holder that any material agreement or understanding has been entered into with a broker-dealer for the sale of warrants or the shares of our common stock issuable upon exercise thereof, if required, we will file a supplement to this prospectus. If the selling holders use this prospectus for any sale of the warrants or the shares of our common stock issuable upon exercise thereof, they will be subject to the prospectus delivery requirements of the Securities Act.

The selling holders that participate in the distribution of the securities offered hereby may be deemed to be "underwriters" within the meaning of the Securities Act. To the extent a selling stockholder may be deemed to be an underwriter, that selling stockholder may be subject to certain statutory liabilities under the Securities Act, including but not limited to Sections 11 and 12 of the Securities Act.

The warrants were issued in transactions exempt from the registration requirements of the Securities Act. Pursuant to the comprehensive financing plan contemplated by the Bank Agreement, involving the restructuring of a number of our credit facilities and swap arrangements, we entered into

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a registration rights agreement pursuant to which we have agreed to indemnify such selling holders against certain liabilities, including certain liabilities under the Securities Act. We have agreed to pay the expenses of the registration of the securities being registered under the registration statement of which this prospectus forms a part, including, but not limited to, all registration and filing fees, and fees and expenses of our counsel and our accountants. The selling holders will pay any underwriting discounts, commissions and transfer taxes applicable to the securities sold by them through this prospectus.

Pursuant to a requirement by the Financial Industry Regulation Authority, or FINRA, the maximum commission or discount to be received by any FINRA member or independent broker/dealer may not be greater than eight percent (8%) of the gross proceeds received for the sale of any securities being registered pursuant to SEC Rule 415 under the Securities Act of 1933, as amended.

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LEGAL MATTERS

The validity of the common stock issuable upon exercise of the warrants, Marshall Islands tax considerations and Liberian tax considerations will be passed upon for us by Watson, Farley & Williams (New York) LLP. United States legal matters, including the validity of the warrants and United States tax considerations, will be passed upon for us by Morgan, Lewis & Bockius LLP, New York, New York.

EXPERTS

The consolidated financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 20-F for the year ended December 31, 2010 have been so incorporated in reliance on the report of PricewaterhouseCoopers S.A., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-3 under the Securities Act with respect to the securities offered hereby. For the purposes of this section, the term registration statement means the original registration statement and any and all amendments including the schedules and exhibits to the original registration statement or any amendment. This prospectus does not contain all of the information set forth in the registration statement we filed. For further information regarding us and the securities offered in this prospectus, you may desire to review the full registration statement, including the exhibits. The registration statement, including its exhibits and schedules, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1-202-551-8909, and you may obtain copies at prescribed rates from the Public Reference Section of the SEC at its principal office in Washington, D.C. 20549. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

We furnish holders of common stock with annual reports containing audited financial statements and a report by our independent registered public accounting firm, and intend to make available quarterly reports containing selected unaudited financial data for the first three quarters of each fiscal year. The audited financial statements will be prepared in accordance with U.S. GAAP and those reports will include a "Management's Discussion and Analysis of Financial Condition and Results of Operations" section for the relevant periods. As a "foreign private issuer," we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to stockholders, but will be required to furnish those proxy statements to stockholders under New York Stock Exchange rules. Those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act. In addition, as a "foreign private issuer," we are exempt from the rules under the Exchange Act relating to short-swing profit reporting and liability.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with the SEC. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus. Any information that we file later with the SEC and that is deemed incorporated by reference will automatically update and supersede the information in this prospectus. In all such cases, you should rely on the later information over information included in this prospectus.

This prospectus incorporates by reference the following documents:

•: our Annual Report on Form 20-F for the year ended December 31, 2010, filed with the SEC on April 8, 2011;
•: our Form 6-K filed with the SEC on May 10, 2011; and
•: the description of our common stock in our registration statement on Form 8-A (File No. 001-33060), filed with the SEC on October 2, 2006, as amended.

We will also incorporate by reference any future filings made with the SEC under the Exchange Act until we terminate the offering contemplated by any prospectus supplement. In addition, we will incorporate by reference certain future materials furnished to the SEC on Form 6-K, but only to the extent specifically indicated in those submissions or in a future prospectus supplement.

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You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:

Danaos Corporation
c/o Danaos Shipping Co. Ltd.
14 Akti Kondyli
185 45 Piraeus
Greece
Attention: Secretary
+30 210 419 6480

The documents we file with or furnish to the SEC are available on our website at www.danaos.com under "Investor Relations." Other than the Exchange Act filings listed above, no documents or other information on our website is incorporated by reference into this prospectus.

SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES

We are a Marshall Islands corporation and our executive offices are located outside of the United States. A majority of our directors and officers and some of the experts in this prospectus reside outside the United States. In addition, a substantial portion of our assets and the assets of our directors, officers and experts are located outside of the United States. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in and outside of the United States, judgments you may obtain in U.S. courts against us or these persons in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws. Furthermore, there is substantial doubt that the courts of the Marshall Islands would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

EXPENSES

The following are the expenses estimated to be incurred by us in connection with registering the securities that may be sold by the selling holders under the prospectus forming a part of this registration statement.


SEC Registration Fee	$	12,190.50
Printing	$	3,500.00
Legal Fees and Expenses	$	30,000.00
Accountants' Fees and Expenses	$	20,000.00
Warrant/Transfer Agent's Fees and Expenses	$	5,000.00
Miscellaneous Costs	$	10,000.00

Total	$	80,690.50

ITEM 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant is a Marshall Islands corporation. Section 60 of the Business Corporations Act of the Republic of the Marshall Islands (the "BCA") provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful.

A Marshall Islands corporation also has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

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To the extent that a director or officer of a Marshall Islands corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the preceding paragraph, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized under Section 60 of the BCA.

Section 60 of the BCA also permits a Marshall Islands corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of Section 60 of the BCA. In this regard, the Registrant has entered into employment agreements with its chief executive officer, chief operating officer and chief financial officer which provide that the Registrant will maintain directors' and officers' liability insurance policies during the term of such executive's employment and for five years thereafter at a level, and on terms and conditions, no less favorable than the coverage the Registrant provides other similarly-situated executives so long as such coverage is available from the carrier and does not increase the cost of such policy by more than 10% per annum.

The indemnification and advancement of expenses provided by, or granted pursuant to, Section 60 of the BCA are not exclusive of any other rights to which those seeking indemnification and advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. In this regard, the Registrant's Bylaws provide that such expenses (including attorneys' fees) incurred by former directors and officers may be so paid upon such terms and conditions, if any, as the Registrant deems appropriate, and the board of directors may authorize the Registrant's legal counsel to represent a present or former director or officer in any action, suit or proceeding, whether or not the Registrant is a party to such action, suit or proceeding. The Registrant's Bylaws further provide for indemnification of directors and officers on the basis described above as being permitted by Section 60 of the BCA and provide, to the extent authorized from time to time by the board of directors of the Registrant, rights to indemnification and to the advancement of expenses to employees and agents of the corporation similar to those conferred to directors and officers of Registrant.

The Articles of Incorporation of the Registrant provide that no director shall have personal liability to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, but the liability of a director is not limited or eliminated (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not undertaken in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) for any transaction from which the director derived an improper personal benefit.

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ITEM 9. EXHIBITS

Exhibit No.			Description

	3.1		Restated Articles of Incorporation.*
	3.2		Amended and Restated Bylaws.**
	4.1		Specimen of Share Certificate.***
	4.2		Stockholder Rights Agreement.****
	4.3		Warrant Agreement (including form of Warrant).
	5.1		Opinion of Watson, Farley & Williams (New York) LLP (Marshall Islands counsel to the Company).
	5.2		Opinion of Morgan, Lewis & Bockius LLP (United States counsel to the Company).
	8.1		Opinion of Watson, Farley & Williams (New York) LLP (Marshall Islands and Liberian tax counsel to the Company).
	8.2		Opinion of Morgan, Lewis & Bockius LLP (United States tax counsel to the Company).
	23.1		Consent of PricewaterhouseCoopers S.A.
	23.2		Consent of Watson, Farley & Williams (New York) LLP (included in Exhibits 5.1 and 8.1).
	23.3		Consent of Morgan, Lewis & Bockius LLP (included in Exhibits 5.2 and 8.2).
	24.1		Powers of Attorney (included on signature pages).

*: Previously filed as an exhibit to the Company's Form 6-K with respect to the three months ended March 31, 2010 and filed with the SEC on July 29, 2010.
**: Previously filed as an exhibit to the Company's Form 6-K with respect to the six months ended June 30, 2009 and filed with the SEC on September 23, 2009.
***: Previously filed as an exhibit to the Company's Registration Statement on Form F-1 (Reg. No. 333-137459) filed with the SEC and hereby incorporated by reference to such Registration Statement.
****: Previously filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2010 and filed with the SEC on April 8, 2011.

ITEM 10. UNDERTAKINGS

The undersigned registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in

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the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended, if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial Statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933, as amended, need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933, as amended, or Rule 3-19 of the Securities Act of 1933, as amended, if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in the Form F-3.

That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser:

(A) Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that

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is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

That, for the purpose of determining liability of a registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities, each undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by an undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.

That, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of Danaos Corporation's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of a registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, that registrant will, unless in the opinion of its counsel has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Piraeus, Greece, on May 25, 2011.


		DANAOS CORPORATION
		/s/ DR. JOHN COUSTAS Dr. John Coustas President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Dr. John Coustas, Iraklis Prokopakis and Dimitri J. Andritsoyiannis, acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement, whether pre-effective or post-effective and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto or any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on May 25, 2011.

Signature		Title


/s/ DR. JOHN COUSTAS Dr. John Coustas		Chairman, President and Chief Executive Officer (Principal Executive Officer)
/s/ IRAKLIS PROKOPAKIS Iraklis Prokopakis		Director, Senior Vice President, Treasurer and Chief Operating Officer
/s/ DIMITRI J. ANDRITSOYIANNIS Dimitri J. Andritsoyiannis		Director, Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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Signature		Title


/s/ GEORGE ECONOMOU George Economou		Director
/s/ ANDREW B. FOGARTY Andrew B. Fogarty		Director
/s/ MYLES R. ITKIN Myles R. Itkin		Director
/s/ MIKLÓS KONKOLY-THEGE Miklós Konkoly-Thege		Director
Robert A. Mundell		Director

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Table of Contents

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on May 25, 2011.


		/s/ MYLES R. ITKIN
		Name: Myles R. Itkin
		Title: Director

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Table of Contents

INDEX TO EXHIBITS

Exhibit No.			Description

	3.1		Restated Articles of Incorporation.*
	3.2		Amended and Restated Bylaws.**
	4.1		Specimen of Share Certificate.***
	4.2		Stockholder Rights Agreement.****
	4.3		Warrant Agreement (including form of Warrant).
	5.1		Opinion of Watson, Farley & Williams (New York) LLP (Marshall Islands counsel to the Company).
	5.2		Opinion of Morgan, Lewis & Bockius LLP (United States counsel to the Company).
	8.1		Opinion of Watson, Farley & Williams (New York) LLP (Marshall Islands and Liberian tax counsel to the Company).
	8.2		Opinion of Morgan, Lewis & Bockius LLP (United States tax counsel to the Company).
	23.1		Consent of PricewaterhouseCoopers S.A.
	23.2		Consent of Watson, Farley & Williams (New York) LLP (included in Exhibits 5.1 and 8.1).
	23.3		Consent of Morgan, Lewis & Bockius LLP (included in Exhibits 5.2 and 8.2).
	24.1		Powers of Attorney (included on signature pages).

*: Previously filed as an exhibit to the Company's Form 6-K with respect to the three months ended March 31, 2010 and filed with the SEC on July 29, 2010.
**: Previously filed as an exhibit to the Company's Form 6-K with respect to the six months ended June 30, 2009 and filed with the SEC on September 23, 2009.
***: Previously filed as an exhibit to the Company's Registration Statement on Form F-1 (Reg. No. 333-137459) filed with the SEC and hereby incorporated by reference to such Registration Statement.
****: Previously filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2010 and filed with the SEC on April 8, 2011.

EX-4.3 2 a2204275zex-4_3.htm EX-4.3

Exhibit 4.3

AMENDED AND RESTATED

WARRANT AGREEMENT

between

DANAOS CORPORATION

and

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

Dated as of May 10, 2011

Warrants to Purchase Shares of Common Stock

AMENDED AND RESTATED WARRANT AGREEMENT

THIS AMENDED AND RESTATED WARRANT AGREEMENT, dated as of May 10, 2011, is entered into between DANAOS CORPORATION, a Marshall Islands corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as warrant agent (the “Warrant Agent”).

RECITALS

A. The Company and the Warrant Agent entered into the Warrant Agreement (the “Original Warrant Agreement”), dated as of March 2, 2011, providing for the issuance of up to 15,000,000 Warrants to purchase shares of the Common Stock, par value U.S.$0.01 per share, at an initial exercise price of U.S.$6.00 per share (subject to adjustment).

B. The Warrants were to be issued pursuant to the Restructuring Agreement (as defined below), dated January 24, 2011, with respect to a number of the Company’s facility agreements and swap arrangements.

C. The Company and the Warrant Agent wish to amend and restate the Original Warrant Agreement to reflect the adjustment of the exercise price to U.S.$7.00 per share (subject to further adjustment) since the conditions precedent to such adjustment, stipulated in the Original Warrant Agreement, have been satisfied and to correct certain references in the Original Warrant Agreement.

D. The Company desires the Warrant Agent to continue to act on behalf of the Company, and the Warrant Agent is willing to continue to act on behalf of the Company, in connection with the issuance of the Warrants and the other matters provided herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

“Additional Common Stock” shall mean all Common Stock issued or issuable by the Company after the date of the Original Warrant Agreement, other than the Warrant Shares.

“Affiliate” shall mean, as to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control of such Person. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” shall mean this Amended and Restated Warrant Agreement, as the same may be further amended, modified or supplemented from time to time.

“Business Day” shall mean any day other than a Saturday, Sunday or a day on which the New York Stock Exchange in New York, New York is closed.

“Capital Stock” of any Person shall mean any and all shares, interests, participations or other equivalents however designated of corporate stock or other equity participations, including partnership interests, whether general or limited, of such Person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such Person.

“Common Stock” shall mean (i) the common stock, par value U.S.$0.01 per share, of the Company, as constituted on the original issuance of the Warrants, (ii) any Capital Stock into which such Common Stock may thereafter be changed, and (iii) any other security issued to holders of such Common Stock upon any reclassification thereof.

“Company” shall mean the company identified in the preamble hereof and its successors and assigns.

“Company Order” shall mean a written request or order signed in the name of the Company by its Chairman of the Board, its Chief Executive Officer, its President, any Vice President, its Chief Operating Officer, its Chief Financial Officer and by its Treasurer, any Assistant Treasurer its Secretary or any Assistant Secretary, and delivered to the Warrant Agent.

“Continuing Directors” shall mean, as of any date of determination, any member of the Board of Directors of the Company who:

(1) was a member of such Board of Directors on the date of the Original Warrant Agreement; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Corporate Agency Office” shall mean an office maintained by the Warrant Agent in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange, where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby and where instructions relating to the registration of transfer or exchange may be sent where Warrants are not evidenced by Warrant Certificates, which office is located at 6201 15th Avenue, Brooklyn, NY 11219, on the date hereof. The Warrant Agent will give prompt written notice to the Company of any change in the location of such office.

“Countersigning Agent” shall mean any Person authorized by the Warrant Agent to act on behalf of the Warrant Agent to countersign Warrant Certificates.

“Current Market Price” of the shares of Common Stock or other capital stock or similar equity interests on any date shall mean the closing sale price per share (or, if no closing sale

price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the principal U.S. securities exchange on which shares of Common Stock or such other capital stock or similar equity interests are traded. In the absence of such a quotation, the Board of Directors of the Company shall be entitled to determine in good faith the Current Market Price on such basis as it considers appropriate, including, without limitation, recent bona fide sale prices and bid ask prices for the Common Stock in private transactions negotiated at arm’s length. The Current Market Price shall be determined without reference to extended or after hours trading.

“Date of Determination” shall have the meaning given in Section 3.2(d) hereof.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exercise Price” shall mean the exercise price per Warrant Share, set at U.S.$7.00, subject to adjustment as provided in Section 6.1.

“Expiration Date” shall mean January 31, 2019, or such earlier date as determined in accordance with Article 5.

“Fair Market Value” shall have the meaning given in Section 3.2(d) hereof.

“Holder” or “Warrantholder” shall have the meaning given in Section 2.5(a) hereof.

“Initial Exercise Date” shall mean the respective date of issue of each Warrant.

“Notification Event” shall mean any of the following:

(i) a change in control, which shall mean the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company taken as a whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)); provided, however, that multi-year chartering of the Company’s vessels in the ordinary course of business will not be considered to be a sale, lease, transfer, conveyance or other disposition of assets of the Company for purposes of this section (i)(1).

(2) the adoption of a plan relating to the liquidation or dissolution of the Company;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person (including any “person” as defined above), becomes the “beneficial owner” (as that term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the voting stock of the Company; or

(4) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; provided, however, that this clause (4) shall not apply to members of the Board of Directors nominated or re-elected by employees pursuant to codetermination and similar statutes providing for employee representatives on supervisory or similar boards.

(ii) the Company or any other Person makes an offer to the holders of the Common Stock to purchase 5% or more of the outstanding shares of the Common Stock; or

(iii) the Company shall merge or consolidate with another company or entity and Persons who are the holders of the voting stock of the Company immediately prior to such merger or consolidation will not be, immediately thereafter, the holders of at least a majority of the outstanding voting stock or other voting interests of the surviving company or entity.

“Original Warrant Agreement” shall have the meaning given in the preamble hereof.

“Person” shall mean an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Recipient” shall have the meaning given such term in Section 3.2(f).

“Registration Rights Agreement” shall mean that certain Registration Rights Agreement, dated March 2, 2011, by and among the Company and the several financial institutions which are party thereto, as such agreement may be amended, modified or supplemented from time to time.

“Restricted Warrant Legend” shall mean the Restricted Warrant Legend appearing on the form of Warrant Certificate attached hereto as Exhibit A.

“Restricted Warrant Shares” shall mean Warrant Shares which are restricted securities as defined in Rule 144 under the Securities Act.

“Restricted Warrants” shall mean Warrants which are restricted securities as defined in Rule 144 under the Securities Act.

“Restructuring Agreement” shall mean that certain Restructuring Agreement, dated January 24, 2011, by and among the Company and the several financial institutions which are party thereto, as such agreement may be amended, modified or supplemented from time to time.

“Rule 144” shall mean Rule 144 promulgated under the Securities Act.

“SEC” shall mean the U.S. Securities and Exchange Commission or any successor agency thereto.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subsidiary” shall mean, with respect to any Person, any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof.

“Trading Day” shall mean, with respect to any class of Common Stock or any other security of the Company or any other issuer a day (i) on which the principal U.S. securities exchange on which shares of Common Stock, or such other capital stock or similar equity interests, for purposes of determining the Fair Market Value of a share of Common Stock or other security, shall be open for business or (ii) for which quotations from such principal U.S. securities exchange on which shares of Common Stock, or such other capital stock or similar equity interests, of the character specified for purposes of determining such Fair Market Value shall be reported.

“Warrant Agent” shall mean the warrant agent named in the preamble hereof or the successor or successors of such Warrant Agent appointed in accordance with the terms hereof.

“Warrant Certificates” shall mean warrant certificates, evidencing the Warrants, that are substantially in the form of Exhibit A attached hereto.

“Warrant Register” shall have the meaning given such term in Section 2.3(c).

“Warrant Shares” shall mean the shares of Common Stock issuable upon exercise of the Warrants, the number of which is subject to adjustment from time to time in accordance with Article 6.

“Warrants” shall mean those warrants issued heretofore under the Original Warrant Agreement or hereunder, from time to time, to purchase up to an aggregate of 15,000,000 Warrant Shares at the Exercise Price, subject to adjustment pursuant to Article 6.

ARTICLE 2

WARRANTS AND WARRANT CERTIFICATES

Section 2.1 Issuance of Warrants. Each Warrant shall represent the right, subject to the provisions contained herein and therein, to purchase one share of Common Stock at the Exercise Price, subject to adjustment as provided in Article 6. Unless otherwise requested, Warrants shall be held in book entry positions at the Warrant Agent, which shall issue statements to the Holders from time to time in respect thereof. Prior to the date of this Agreement, the Company issued 14,925,130 Warrants to the parties and in the amounts set forth in Exhibit B Exhibit C lists a Holder who has elected to defer issuance of 74,780 Warrants; such Holder shall not be prejudiced in its right to have the 74,780 Warrants issued to it upon request in writing. No issuance will be made to any party who has not provided all relevant information requested by the Company prior to the issuance of Warrants. The acceptance of any Warrant by a Holder thereof signifies the acceptance of the terms of this Warrant Agreement by such Holder.

Section 2.2 Form, Execution and Delivery of Warrant Certificates.

(a) Upon request of any Holder, its Warrants may be evidenced by one or more Warrant Certificates.

(b) Each Warrant Certificate, whenever issued, shall be in registered form substantially in the form set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement (but which do not affect the rights, duties or responsibilities of the Warrant Agent). Each Warrant upon its initial issuance hereunder shall be a Restricted Warrant and each Warrant Certificate, if any, evidencing such Warrant will bear the Restricted Warrant Legend unless the restrictions on transfer are removed in accordance with Section 2.5(d). Each Warrant Certificate evidencing such Warrant may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, typewritten, lithographed or engraved thereon as the officers of the Company executing the same may approve (such execution to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any regulation of any stock exchange or electronic market on which the Common Stock or the Warrants may be listed, or to conform to usage. Each Warrant Certificate shall be signed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, President, its Chief Operating Officer, its Chief Financial Officer or any Vice President. The signature of any such officer on any Warrant Certificate may be manual or facsimile. Each Warrant Certificate, when so signed on behalf of the Company, shall be delivered to the Warrant Agent together with an order for the countersignature and delivery of such Warrants.

(c) The Warrant Agent shall, upon receipt of any Warrant Certificate duly executed on behalf of the Company, countersign such Warrant Certificate and deliver such Warrant Certificate to or upon the order of the Company. Each Warrant Certificate shall be dated the date of its countersignature.

(d) No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such Warrant Certificate has been countersigned by the manual or facsimile signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate has been duly issued under the terms of this Agreement.

(e) If any officer of the Company who has signed any Warrant Certificate either manually or by facsimile signature shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent, such Warrant Certificate nevertheless may be countersigned and delivered as though the Person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Warrant Certificate, shall be the proper officers of the Company as specified in this Section 2.2, regardless of whether at the date of the execution of this Agreement any such Person was such officer.

(f) If any Warrant Shares issued upon exercise of Warrants have restrictions on transfer under the Securities Act, any stock certificate evidencing the same shall bear a

restrictive legend until such restrictions on transfer are removed in the manner provided in Section 2.5(d).

Section 2.3 Transfer of Warrants.

(a) A Warrant may be transferred at the option of the Holder thereof upon (i) if evidenced by a Warrant Certificate, surrender of such Warrant Certificate to the Warrant Agent, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, or (ii) if not so evidenced, delivery to the Warrant Agent, properly endorsed written instructions for transfer, in either case, all in a form satisfactory to the Company and the Warrant Agent (which, in the case of Warrants evidenced by a Warrant Certificate, shall be in the form set forth on the reverse of, or attached to, such Warrant Certificate and in the case of Warrants not evidenced by a Warrant Certificate, a notice containing substantially the same information required by such form). Upon any such registration of transfer, if so requested, the Company shall execute, and the Warrant Agent shall countersign and deliver, as provided in Section 2.2, in the name of the designated transferee a new Warrant Certificate or Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants.

(b) Upon surrender at the stock transfer division of the Warrant Agent, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for such exchange, all in a form reasonably satisfactory to the Company and the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates in any other authorized denominations; provided, that such new Warrant Certificate(s) evidence the same aggregate number of Warrants as the Warrant Certificate(s) so surrendered. Upon any such surrender for exchange, the Company shall execute, and the Warrant Agent shall countersign and deliver, as provided in Section 2.2, in the name of the Holder of such Warrant Certificates, the new Warrant Certificates.

(c) The Warrant Agent shall keep or cause to be kept, at its stock transfer division, books in which it shall register Warrants and transfers, exchanges, exercises and cancellations of outstanding Warrants and Warrant Certificates (the “Warrant Register”). Whenever any Warrant Certificates are surrendered for transfer or exchange in accordance with this Section 2.3, if so requested, an authorized officer of the Warrant Agent shall countersign and deliver the Warrant Certificates that the Holder making the transfer or exchange is entitled to receive. Until a Warrant is transferred in the Warrant Register, the Company and the Warrant Agent may treat the Person in whose name the Warrant is registered as the absolute owner thereof and of the Warrants represented by the Warrant Certificates for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary.

(d) No service charge shall be made for any transfer or exchange of Warrants, but the Company may require payment of a sum sufficient to cover any stamp or other tax or governmental charge that may be imposed in connection with any such transfer or exchange. The Warrant Agent shall promptly forward any such sum collected by it to the Company or to such Persons as the Company shall specify by written notice. The Warrant Agent shall have no

duty or obligation under this Section unless and until it is satisfied that all such taxes and/or governmental charges have been paid.

Section 2.4 Cancellation of Warrant Certificates. Any Warrant Certificate surrendered for the purpose of transfer, exchange or exercise of the Warrants evidenced thereby shall, if surrendered to the Company, be delivered to the Warrant Agent for cancellation or in cancelled form or, if surrendered to the Warrant Agent, will be promptly canceled by the Warrant Agent and shall not be reissued and, except as expressly permitted by this Agreement, no Warrant Certificate shall be issued hereunder in lieu thereof. Any Warrant Certificate surrendered to the Company for transfer, exchange or exercise of the Warrants evidenced thereby shall be promptly delivered to the Warrant Agent and such transfer, exchange or exercise shall not be effective until such Warrant Certificate has been received by the Warrant Agent. The Company will deliver to the Warrant Agent for cancellation and retirement, and the Warrant Agent will so cancel and retire, any other Warrant Certificate purchased or acquired by the Company otherwise than upon the exercise thereof.

Section 2.5 Treatment of Holders of Warrants.

(a) The term “Holder” or “Warrantholder,” as used herein, shall mean any Person in whose name at the time any Warrant shall be registered upon the Warrant Register.

(b) Every Holder consents and agrees with the Company, the Warrant Agent and with every subsequent Holder that until the Warrant is transferred on the books of the Warrant Agent, the Company and the Warrant Agent may treat the registered Holder of such Warrant as the absolute owner thereof (and of the Warrants evidenced by any Warrant Certificate) for any purpose and as the Person entitled to exercise the rights attaching to the Warrants, any notice to the contrary notwithstanding.

(c) If a Holder of a Restricted Warrant or Restricted Warrant Share wishes at any time to transfer such Restricted Warrant or Restricted Warrant Share to a Person who wishes to take delivery thereof in the form of a Restricted Warrant or Restricted Warrant Share, such Holder may, subject to the restrictions on transfer set forth herein and in such Restricted Warrant or Restricted Warrant Share, cause the exchange of such Restricted Warrant or Restricted Warrant Share for one or more Restricted Warrants or Restricted Warrant Shares of any authorized denomination or denominations and, in the case of a Restricted Warrant, exercisable for the same aggregate number of Warrant Shares and, in the case of a Restricted Warrant Share, representing the same aggregate number of Warrant Shares. Upon receipt by the Warrant Agent at its Corporate Agency Office of (1) the Warrant Certificate or stock certificate, if any, evidencing such Restricted Warrant or Restricted Warrant Share, duly endorsed as provided herein, (2) instructions from such Holder as provided herein, directing the Warrant Agent to deliver either one or more Restricted Warrants, exercisable for the same aggregate number of Warrant Shares as the Restricted Warrant to be exchanged, or alternatively one or more Restricted Warrant Shares representing the same aggregate number of Warrant Shares, such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the Restricted Warrants or Restricted Warrant Shares to be so issued and appropriate delivery instructions, and (3) if requested by the Company or the Warrant Agent an opinion of counsel to the transferor (who may be in-house counsel to

such Holder) of such Restricted Warrant or Restricted Warrant Share in form and substance satisfactory to the Company and the Warrant Agent to the effect that such transfer may be made without registration under the Securities Act, then the Warrant Agent shall cancel or cause to be cancelled such Restricted Warrant or Restricted Warrant Share and, concurrently therewith, the Warrant Agent shall deliver, one or more Restricted Warrants or Restricted Warrant Shares to the effect set forth therein, in accordance with the instructions referred to above.

(d) Warrants issued upon the transfer, exchange or replacement of Restricted Warrants are Restricted Warrants, and any Warrant Certificates evidencing the same shall bear the Restricted Warrant Legend. Such restrictions and any Restricted Warrant Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Warrant Agent satisfactory evidence, which may include an opinion of counsel as may be reasonably required by the Company and the Warrant Agent to the effect that neither the restrictions nor any Restricted Warrant Legend are required to ensure that transfers thereof comply with the provisions of the Securities Act or, with respect to Restricted Warrants, that such Warrants are not “restricted” within the meaning of Rule 144 under the Securities Act. Restricted Warrant Shares shall be issued upon the exercise of Restricted Warrants and shall bear restrictive legends. Any restrictions on transfer applicable to any Warrant Shares, and any restrictive legend on stock certificates evidencing such Warrant Shares, may be removed in the same manner.

(e) Any Restricted Warrant Legend on a Warrant Certificate evidencing a Restricted Warrant or any restrictive legend on a stock certificate evidencing a Warrant Share received pursuant to exercise of such Restricted Warrant shall be removed for any Warrantholder, who is not an Affiliate of the Company and who has not been an Affiliate of the Company during the preceding three months, following completion of a one year period from the date the Restricted Warrant was received from the Company or an Affiliate of the Company and confirmation by the Company to the Warrant Agent that such Restricted Warrant Legend or restrictive legend may be removed.

ARTICLE 3

EXERCISE AND EXPIRATION OF WARRANTS

Section 3.1 Right to Acquire Warrant Shares Upon Exercise. Each Warrant and Warrant Certificate (when countersigned by the Warrant Agent) shall entitle the Holder thereof, subject to the provisions thereof and of this Agreement, to acquire from the Company, one Warrant Share at the Exercise Price, subject to adjustment as provided in this Agreement. The Exercise Price shall be adjusted from time to time as required by Section 6.1.

Section 3.2 Exercise and Expiration of Warrants.

(a) Exercise of Warrants. Subject to the terms and conditions set forth herein, including, without limitation, the exercise procedures described in Section 3.2(c) and 3.2(d), a Holder of Warrants may exercise all or any whole number of its Warrants, on any Business Day from and after the Initial Exercise Date until 5:00 p.m., New York time, on the Expiration Date (subject to earlier expiration pursuant to Article 5) for the Warrant Shares purchasable

thereunder. Warrants may only be exercised in accordance with the cashless exercise procedures described in Section 3.2(d) and payment of the Exercise Price in cash shall not be permitted.

(b) Expiration of Warrants. The Warrants shall terminate and become void as of 5:00 p.m., New York time on the Expiration Date, subject to earlier expiration in accordance with Article 5.

(c) Notice of Exercise of Warrants. All or any of the Warrants are exercisable by the Holder by delivering to the Warrant Agent on or after the Initial Exercise Date and on or before the Expiration Date (i) at the Corporate Agency Office (A) a written notice of such Holder’s election to exercise Warrants, duly executed by such Holder (which, in the case of Warrants evidenced by a Warrant Certificate, shall be in the form set forth on the reverse of, or attached to, such Warrant Certificate and in the case of Warrants not evidenced by a Warrant Certificate, a notice containing substantially the same information required by such form), which notice shall specify the number of Warrants to be exercised by such Holder and (B) any Warrant Certificate evidencing such Warrants.

(d) Cashless Exercise. The Number of Warrant Shares issuable upon exercise of a Warrant shall be computed using the following formula:

X =	Y (A-B)
	A

Where:

X	=	the number of Warrant Shares to be issued to the Holder.

Y	=	the number of Warrant Shares purchasable under the Warrant (as adjusted to the date of such calculation).

A	=	the Fair Market Value of one Warrant Share on the Date of Determination.

B	=	the per share Exercise Price (as adjusted to the date of such calculation).

“Date of Determination:” shall be the Business Day immediately preceding the date a Holder gives written notice of such Holder’s election to exercise Warrants.

“Fair Market Value:” of a Warrant Share on any Date of Determination shall mean the average of the closing sale prices per share (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the most recent five (5) Trading Days preceding the Date of Determination as reported on the principal U.S. securities exchange on which shares of Common Stock or such other capital stock or similar equity interests are traded. In the absence of such a quotation, the Board of Directors of the Company shall be entitled to determine in good faith the Fair Market Value on such basis as it considers appropriate, including, without limitation, recent bona fide sale prices and bid ask prices for the Common Stock in private transactions

negotiated at arm’s length. The Fair Market Value shall be determined without reference to extended or after hours trading.

(e) Partial Exercise. If fewer than all the Warrants represented by a Warrant Certificate are exercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not exercised shall be executed by the Company. The Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names, subject to the provisions of Article 9, as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons in whose name such new Warrant Certificate is so registered. The Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose.

(f) Issuance of Warrant Shares. Upon exercise of a Warrant as aforesaid, the Warrant Agent shall deliver to the Company the notice of exercise received pursuant to Section 3.2(c). The Company shall thereupon, as promptly as practicable, and in any event within three Business Days after receipt by the Company of such notice of exercise, as provided in Section 3.2(c), for the Warrant Shares being purchased, deliver or cause to be delivered to the Recipient (as defined below) the aggregate number of Warrant Shares issuable upon such exercise (based upon the aggregate number of Warrants so exercised), determined in accordance with Section 3.5 together with an amount in cash in lieu of any fractional share(s) determined in accordance with Section 6.6. Any stock certificate or certificates executed and delivered evidencing such Warrant Shares shall be, to the extent possible, in such denomination or denominations as such Holder shall request in such notice of exercise and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, such other Person as shall be designated by the Holder in such notice (the Holder or such other Person being referred to herein as the “Recipient”).

(g) Time of Exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date on which all requirements set forth in Section 3.2(c) applicable to such exercise have been satisfied. Subject to Section 6.1(e)(iii), any Warrant Shares issued upon the exercise of such Warrant shall be deemed to have been issued and, for all purposes of this Agreement, the holder thereof shall, as between such Person and the Company, be deemed to be and entitled to all rights of the holder of record of such Warrant Shares as of such time.

Section 3.3 Payment of Taxes. The Company shall pay any and all stamp duties and other taxes of any kind (other than income taxes) and all expenses and other related charges that may be payable in respect of the preparation, issue or delivery of Warrants and Warrant Shares on exercise of Warrants pursuant hereto. The Company shall not be required, however, to pay any tax or other charge imposed in respect of any transfer involved in the issue and delivery of Warrants and Warrant Shares or payment of cash to any Recipient other than the Holder of the Warrant upon the exercise of a Warrant, and in case of such transfer or payment, the Warrant Agent and the Company shall not be required to issue or deliver any certificate or pay any cash until (a) such tax or charge has been paid or an amount sufficient for the payment thereof has been delivered to the Warrant Agent or the Company or (b) it has been established to the Company’s satisfaction that any such tax or other charge that is or may become due has been paid.

Section 3.4 Surrender of Certificates. Any Warrant Certificate surrendered for exercise shall, if surrendered to the Company, be delivered to the Warrant Agent, and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by such Warrant Agent and shall not be reissued by the Company.

Section 3.5 Shares Issuable. The number of Warrant Shares “issuable upon exercise” of Warrants at any time, subject to Section 3.2(d), shall be the number of Warrant Shares for which such Warrants are then exercisable. The number of Warrant Shares “into which each Warrant is exercisable” initially shall be one share, subject to adjustment as provided in Section 6.1.

ARTICLE 4

RIGHTS OF HOLDERS

Section 4.1 Registration Rights. The Holders shall have the registration and other rights provided for in the Registration Rights Agreement. The Warrant Agent shall keep copies of the Registration Rights Agreement available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of the Registration Rights Agreement as the Warrant Agent may request.

Section 4.2 No Rights as Holders of Shares Conferred by Warrants or Warrant Certificates. No Warrants shall entitle the Holder to any of the rights of a holder of any Common Stock, including, without limitation, the right to receive dividends, if any, or payments upon the liquidation, dissolution or winding up of the Company or to exercise voting rights, if any.

Section 4.3 Holder of Warrant May Enforce Rights. Notwithstanding any of the provisions of this Agreement, any Holder of any Warrant, without the consent of the Warrant Agent may, on such Holder’s own behalf and for his, her or its own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise in respect of, such Holder’s right to exercise the Warrants in the manner provided in this Agreement and any Warrant Certificate.

ARTICLE 5

DISSOLUTION, LIQUIDATION OR WINDING UP

If, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders of Warrants in the manner provided in Article 11 no later than ten (10) Business Days prior to the date on which such transaction is expected to become effective or, if earlier, the record date for such transaction. Such notice shall also specify a date as of which the holders of record of the Common Stock shall be entitled to exchange their shares for monies, securities or

other property deliverable upon such dissolution, liquidation or winding up, as the case may be. Immediately prior to the close of business on such applicable effective date or record date all unexercised Warrants shall be automatically exercised for Warrant Shares, in the manner provided for in Section 3.2, thereby entitling the holders of such Warrant Shares, if any, to exchange their Warrant Shares for monies, securities or other property deliverable upon such dissolution, liquidation or winding up, as the case may be. Unexercised Warrants and any Warrant Certificates evidencing the same shall expire as of the above effective date or record date.

The Company shall deposit with the Warrant Agent any monies, securities or other property which the Holders are entitled to receive under this Agreement, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after any Holder has surrendered any Warrants and any Warrant Certificates to the Warrant Agent, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrants and Warrant Certificates. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Article 5 except such as it shall agree with the Company to pay thereon. Any monies, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Article 5 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in trust for the purpose for which such monies, securities or other property shall have been deposited; provided that monies, securities or other property need not be segregated from other monies, securities or other property held by the Warrant Agent except to the extent required by law.

ARTICLE 6

ADJUSTMENTS

Section 6.1 Adjustments. The number of Warrant Shares for which each Warrant is exercisable and/or the Exercise Price shall be subject to adjustment from time to time after the date hereof in accordance (and only in accordance) with the provisions of this Article 6:

(a) [Intentionally omitted].

(b) Stock Dividends, Subdivisions and Combinations. In case at any time or from time to time after the date of the Original Warrant Agreement the Company shall:

(i) pay to the holders of its Common Stock a dividend payable in, or make any other distribution on any class of its capital stock in, Common Stock (other than a dividend or distribution upon a merger or consolidation or sale to which Section 6.1(g) applies);

(ii) subdivide its outstanding Common Stock into a larger number of shares of Common Stock (other than a subdivision upon a merger or consolidation or sale to which Section 6.1(g) applies); or

(iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock (other than a combination upon a merger or consolidation or sale to which Section 6.1(g) applies);

then, (x) in the case of any such dividend or distribution, effective immediately after the opening of business on the day after the date for the determination of the holders of Common Stock entitled to receive such dividend or distribution or (y) in the case of any subdivision or combination, effective at the close of business on the date that such subdivision or combination becomes effective, the number of Warrant Shares for which each Warrant is exercisable shall be adjusted to that number of Warrant Shares determined by (A) in the case of any such dividend or distribution, multiplying the number of Warrant Shares for which each Warrant is exercisable at the opening of business on the day after the day for determination by a fraction (not to be less than one), (1) the numerator of which shall be equal to the sum of the number of shares of Common Stock outstanding at the close of business on such date for determination and the total number of shares constituting such dividend or distribution and (2) the denominator of which shall be equal to the number of shares of Common Stock outstanding at the close of business on such date for determination, or (B) in the case of any such combination, by proportionately reducing, or, in the case of any such subdivision, by proportionately increasing, the number of Warrant Shares for which each Warrant is exercisable immediately prior to the time such subdivision or combination becomes effective.

(c) Reclassifications. In the case of any reclassification or change of the Common Stock (other than any such reclassification in connection with a merger or consolidation or sale to which Section 6.1(g) applies) the Company shall make appropriate provision so that the Warrantholders, upon exercise of their Warrants, shall have the right to receive, in lieu of the shares of Common Stock theretofore issuable upon exercise of the Warrants, the kind and amount of shares of stock, other securities, cash and property receivable upon such reclassification or change by a holder of the number of shares of Common Stock then purchasable upon exercise of the Warrants.

(d) Distribution of Warrants or Other Rights to Holders of Common Stock. In case at any time or from time to time after the date of the Original Warrant Agreement the Company shall make a distribution to any holder of Common Stock of any warrants, options or other rights to subscribe for or purchase any Additional Common Stock or securities convertible into or exchangeable for Additional Common Stock (other than a distribution of such warrants, options or rights upon a merger or consolidation or sale to which Section 6.1(g) applies), whether or not the rights to subscribe or purchase thereunder are immediately exercisable, and the consideration per share for which Additional Common Stock may at any time thereafter be issuable pursuant to such warrants or other rights shall be less than the Current Market Price per share of Common Stock on the date fixed for determination of the holders of Common Stock entitled to receive such distribution, then, for each such case, effective immediately after the opening of business on the day after the date for determination, the number of Warrant Shares for which each Warrant is exercisable shall be adjusted to that number determined by multiplying the number of Warrant Shares for which each Warrant is exercisable at the opening of business on the day after such date for determination by a fraction (not less than one), (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such date for determination plus the maximum number of Additional Common Stock

issuable pursuant to all such warrants or other rights and (ii) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on such date for determination plus the number of shares of Common Stock that the minimum consideration received and receivable by the Company for the issuance of such maximum number of shares of Additional Common Stock pursuant to the terms of such warrants or other rights would purchase at such Current Market Price.

(e) Other Provisions Applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of Warrant Shares for which each Warrant is exercisable and to the Exercise Price under this Section 6.1:

(i) When Adjustments Are to be Made. The adjustments required by Sections 6.1(b), 6.1(c) and 6.1(d) shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that no adjustment of the Warrant Shares into which each Warrant is exercisable that would otherwise be required shall be made unless and until such adjustment either by itself or with other adjustments not previously made increases or decreases the Warrant Shares for which each Warrant is exercisable immediately prior to the making of such adjustment by at least 1%. Any adjustment representing a change of less than such minimum amount (except as aforesaid) shall be carried forward and made as soon as such adjustment, together with other adjustments required by Sections 6.1(b), 6.1(c) and 6.1(d) and not previously made, would result in such minimum adjustment.

(ii) Fractional Interests. In computing adjustments under this Article 6, fractional interests in Common Stock shall be taken into account to the nearest one-thousandth of a share.

(iii) Deferral of Issuance upon Exercise. In any case in which this Article 6 shall require that an adjustment to the Warrant Shares for which each Warrant is exercisable be made effective pursuant to Section 6.1(b)(i) prior to the occurrence of a specified event and any Warrant is exercised after the time at which the adjustment became effective but prior to the occurrence of such specified event the Company may elect to defer until the occurrence of such specified event the issuing to the Holder of such Warrant (or other Person entitled thereto) of, and may delay registering such Holder or other Person as the record holder of, the Warrant Shares over and above the Warrant Shares issuable upon such exercise determined in accordance with Section 3.5 on the basis of the Warrant Shares into which each Warrant is exercisable prior to such adjustment determined in accordance with Section 3.5; provided, however, that the Company shall deliver to such Holder or other Person a due bill or other appropriate instrument evidencing the right of such Holder or other Person to receive, and to become the record holder of, such Additional Common Stock, upon the occurrence of the event requiring such adjustment.

(f) Exercise Price Adjustment. Whenever the number of Warrant Shares for which a Warrant is exercisable is adjusted as provided in this Section 6.1, the Exercise Price payable upon exercise of the Warrant shall simultaneously be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall

be the number of Warrant Shares for which such Warrant was exercisable immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares for which such Warrant was exercisable immediately thereafter.

(g) Merger, Consolidation or Combination. In the event the Company merges, consolidates or otherwise combines with or into any Person, then, as a condition of such merger, consolidation, combination, lawful and adequate provisions shall be made whereby Warrantholders shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Agreement upon exercise of the Warrants in lieu of the Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented by the Warrants, such shares of stock, securities, cash, rights or assets as may be issued or payable with respect to or in exchange for a number of outstanding Common Stock equal to the number of Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented by the Warrants, and in any such case appropriate provision shall be made with respect to the rights and interests of the Warrantholders to the end that the provisions hereof (including, without limitation, provisions for adjustments of the number of Warrant Shares and to the Exercise Price) shall thereafter be applicable, as nearly as may be practicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof.

(h) Compliance with Corporate Law. Before taking any action that would cause an adjustment reducing the Exercise Price below the then par value of any of the Warrant Shares into which the Warrants are exercisable, the Company shall take all corporate actions that are necessary in order that the Company validly and legally issue fully paid and nonassessable Warrant Shares at such adjusted Exercise Price. In the event the Company is unable (whether pursuant to applicable law or otherwise) to take any corporate actions that are necessary in order that the Company validly and legally issue fully paid and nonassessable Warrant Shares at such adjusted Exercise Price, or the taking of such actions is impractical, then the Exercise Price shall be reduced to the par value of the Warrant Shares and not below.

(i) Optional Tax Adjustment. The Company may at its option, at any time during the term of the Warrants, increase the number of Warrant Shares into which each Warrant is exercisable, or decrease the Exercise Price, in addition to those changes required by Section 6.1(b), 6.1(c) or 6(d), as deemed advisable by the Board of Directors of the Company, in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights shall not be taxable to the holders of the Common Stock or for any other purpose. Such adjustment may be made upon such terms as the Company may deem appropriate.

(j) Warrants Deemed Exercisable. For purposes solely of this Article 6, the number of Warrant Shares which the Holder of any Warrant would have been entitled to receive had such Warrant been exercised in full at any time or into which any Warrant was exercisable at any time shall be determined assuming such Warrant was exercisable in full at such time, although such Warrant may not be exercisable in full at such time pursuant to Section 3.2(a).

(k) Other Transactions. In the event of any transaction not covered by a specific formula or any provision herein, the Company and the Board of Directors shall take such actions as are necessary and equitable to adjust the number of Warrant Shares into which a

Warrant is exercisable and/or the Exercise Price or to permit the holders of the Warrants to participate in the transaction on a basis that the Board of Directors determines, in good faith, to be fair and appropriate in light of the basis on which the holders of Common Stock are permitted to participate.

Section 6.2 Exception to Adjustment of Exercise Price. Anything herein to the contrary notwithstanding, the Company shall not make adjustments to the Exercise Price or the number of Warrant Shares for which the Warrants are exercisable for any issuances of Common Stock or other equity awards under the Company’s equity compensation plan, as amended or supplemented, it being understood that the amount of the Company’s equity compensation plan will not exceed 6% of the Company’s Capital Stock.

Section 6.3 Stockholder Rights Plan. To the extent that the Company has a stockholder rights plan or other “poison pill” in effect upon exercise of the Warrants, each Warrant Share, if any, issued upon such exercise shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Warrant Shares issued upon such exercise shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan or “poison pill,” as the same may be amended from time to time. If, however, prior to the time of exercise of the Warrants, the rights provided by such stockholder rights plan or “poison pill” have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement so that the Holders of the Warrants would not be entitled to receive any rights in respect of their Warrant Shares, if any, issuable upon exercise of the Warrants, the Exercise Price will be adjusted at the time of separation of the rights as if the Company has distributed to the holders of Common Stock, warrants, options or other rights to subscribe for or purchase Additional Common Stock as provided in Section 6.1(d), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Section 6.4 Notice of Adjustment. Whenever the number of Warrant Shares for which a Warrant is exercisable is to be adjusted, or the Exercise Price is to be adjusted, in either case as herein provided, the Company shall compute the adjustment in accordance with Section 6.1, shall, promptly after such adjustment becomes effective, cause a notice of such adjustment or adjustments to be given to all Holders in accordance with Section 11.1(b) and shall deliver to the Warrant Agent a certificate of the Chief Financial Officer of the Company setting forth the number of Warrant Shares into which each Warrant is exercisable after such adjustment, or the adjusted Exercise Price, as the case may be, and setting forth in brief a statement of the facts requiring such adjustment and the computation by which such adjustment was made. As provided in Section 9.1, the Warrant Agent shall be entitled to rely on such certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any Holder desiring an inspection thereof during reasonable business hours.

Section 6.5 Statement on Warrant Certificates. Irrespective of any adjustment in the number or kind of shares into which the Warrants are exercisable, Warrant Certificates theretofore or thereafter issued may continue to express the same price and number and kind of shares initially issuable pursuant to this Agreement.

Section 6.6 Fractional Interest. The Company shall not issue fractional Warrant Shares on the exercise of Warrants. If Warrant Certificates evidencing more than one Warrant shall be presented for exercise at the same time by the same Holder, the number of full Warrant Shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of Warrants so to be exercised. If any fraction of a Warrant Share would, except for the provisions of this Section 6.6, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall, in lieu of issuing any fractional Warrant Shares, pay an amount in cash calculated by it to be equal to the then Current Market Price per share of Common Stock on the date of such exercise multiplied by such fraction computed to the nearest whole cent. The Holders, by their acceptance of the Warrant Certificates, expressly waive their right to receive any fraction of a Warrant Share or a stock certificate representing a fraction of a Warrant Share.

ARTICLE 7

LOSS OR MUTILATION

Upon (i) receipt by the Company and the Warrant Agent of an affidavit of loss and an open penalty bond of indemnity in a form and substance and from a surety company satisfactory to the Warrant Agent and (ii) surrender, in the case of mutilation, of the mutilated Warrant Certificate to the Warrant Agent and cancellation thereof, then, in the absence of notice to the Company or the Warrant Agent that the Warrants evidenced thereby have been acquired by a bona fide purchaser, the Company shall execute and upon its written request the Warrant Agent shall countersign and deliver to the registered Holder of the lost, stolen, destroyed or mutilated Warrant Certificate, in exchange therefor or in lieu thereof, a new Warrant Certificate of the same tenor and for a like aggregate number of Warrants. At the written request of such registered Holder, the new Warrant Certificate so issued shall be retained by the Warrant Agent as having been surrendered for exercise, in lieu of delivery thereof to such Holder, and shall be deemed for purposes of Section 3.2 to have been surrendered for exercise on the date the conditions specified in clauses (i) and (ii) of the preceding sentence were first satisfied.

Upon the issuance of any new Warrant Certificate under this Article 7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and other expenses (including the fees and expenses of the Warrant Agent and of counsel to the Company) in connection therewith.

Every new Warrant Certificate executed and delivered pursuant to this Article 7 in lieu of any lost, stolen or destroyed Warrant Certificate shall constitute an additional contractual obligation of the Company, whether or not the allegedly lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder.

The provisions of this Article 7 are exclusive and shall preclude (to the extent lawful) all other rights or remedies with respect to the replacement of mutilated, lost, stolen, or destroyed Warrant Certificates.

ARTICLE 8

RESERVATION AND AUTHORIZATION OF WARRANT SHARES

The Company shall at all times reserve and keep available, free from preemptive rights, solely for issue upon the exercise of Warrants as herein provided, such number of its authorized but unissued shares of Common Stock or such number of shares of Common Stock in its Treasury, deliverable upon the exercise of Warrants as will be sufficient to permit the exercise in full of all outstanding Warrants at the then applicable Exercise Price. The Company covenants that all Warrant Shares will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that (i) there is no provision in its articles of incorporation or bylaws or any material agreement to which the Company is a party that would have prevented the Company from issuing the Warrants under the Original Warrant Agreement or would prevent the Company from issuing Warrants pursuant to this Agreement, (ii) all Warrant Shares that may be issued upon exercise of Warrants shall upon issuance be duly and validly authorized, issued and fully paid and nonassessable and free of preemptive or similar rights and (iii) the stock certificates issued to evidence any such Warrant Shares will comply with the Marshall Islands Business Corporations Act and any other applicable laws.

The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of all of the Warrants in accordance with Section 3.2(b), the Warrant Agent shall certify to the Company the aggregate number of Warrants then outstanding, and thereafter no Warrant Shares shall be reserved in respect of such Warrants.

ARTICLE 9

CONCERNING THE WARRANT AGENT

Section 9.1 Nature of Duties and Responsibilities Assumed. The Company appointed the Warrant Agent to act as agent of the Company in the Original Warrant Agreement. The Warrant Agent accepted its appointment as agent of the Company and agrees to continue to perform that agency upon the terms and conditions set forth in this Agreement and in the Warrant Certificates or as the Company and the Warrant Agent may hereafter agree, by all of which the Company and the Holders of Warrants, by their acceptance thereof, shall be bound; provided, however, that the terms and conditions contained in the Warrant Certificates are subject to and governed by this Agreement or any other terms and conditions hereafter agreed to by the Company and the Warrant Agent.

The Warrant Agent, by countersigning Warrant Certificates or by any other act hereunder, shall not be deemed to make any representations as to validity or authorization of (i) the Warrants or the Warrant Certificates (except as to its countersignature thereon), (ii) any securities or other property delivered upon exercise of any Warrant, (iii) the accuracy of the computation of the number or kind or amount of stock or other securities or other property deliverable upon exercise of any Warrant or (iv) the correctness of any of the representations of the Company made in such certificates that the Warrant Agent receives. The Warrant Agent shall not at any time have any duty to calculate or determine whether any facts exist that may require any adjustments pursuant to Article 6 hereof with respect to the kind and amount of shares or other securities or any property issuable to Holders upon the exercise of Warrants required from time to time. The Warrant Agent shall have no duty or responsibility to determine the accuracy or correctness of such calculation or with respect to the methods employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or upon any adjustment pursuant to Article 6 hereof, and it makes no representation with respect thereto. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any Warrant Shares or stock certificates or other securities or property upon the surrender of any Warrant for the purpose of exercise or upon any adjustment pursuant to Article 6 hereof or to comply with any of the covenants of the Company contained in Article 10 hereof.

The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, offered or omitted by it in good faith on the belief that any Warrant Certificate or any other documents or any signatures are genuine or properly authorized, (ii) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in this Agreement or in the Warrant Certificates or (iii) be liable for any act or omission in connection with this Agreement except for its own gross negligence, bad faith or willful misconduct.

The Warrant Agent is hereby authorized to accept and shall be fully protected in accepting instructions with respect to the performance of its duties hereunder by Company Order and to apply to any such officer named in such Company Order for instructions (which instructions will be promptly given in writing when requested), and the Warrant Agent shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with the instructions in any Company Order.

The Warrant Agent may execute and exercise any of the rights and powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees, provided that reasonable care has been exercised in the selection and in the continued employment of any such attorney, agent or employee. The Warrant Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect hereof, unless first indemnified to its satisfaction, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may consider proper, whether with or without such indemnity. The Warrant Agent shall promptly notify the Company in writing of any claim made or action, suit or proceeding instituted against it arising out of or in connection with this Agreement.

The Company shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further acts, instruments and assurances as may reasonably be required by the Warrant Agent in order to enable it to carry out or perform its duties under this Agreement.

The Warrant Agent shall act solely as agent of the Company hereunder and does not assume any obligation or relationship of agency or trust for or with any of the Holders of Warrants. The Warrant Agent shall not be liable except for the failure to perform such duties as are specifically set forth herein or specifically set forth in the Warrant Certificates, and no implied covenants or obligations shall be read into this Agreement against the Warrant Agent whose duties and obligations shall be determined solely by the express provisions hereof or the express provisions of the Warrant Certificates.

Section 9.2 Right to Consult Counsel. The Warrant Agent may at any time consult with legal counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Holder for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such counsel.

Section 9.3 Compensation, Reimbursement and Indemnification. The Company agrees to pay the Warrant Agent from time to time compensation for all fees and expenses relating to its services hereunder as the Company and the Warrant Agent may agree from time to time and to reimburse the Warrant Agent for reasonable expenses and disbursements, including reasonable counsel fees and expenses incurred in connection with the execution and administration of this Agreement. The Company further agrees to indemnify the Warrant Agent for and save it harmless against any losses, liabilities or reasonable expenses arising out of or in connection with the acceptance and administration of this Agreement, including the reasonable costs, legal fees and expenses of investigating or defending any claim of such liability, except that the Company shall have no liability hereunder to the extent that any such loss, liability or expense results from the Warrant Agent’s own gross negligence, bad faith or willful misconduct. The Company agrees that the aforementioned indemnification will survive the termination of this Agreement and the resignation or removal of the Warrant Agent.

Section 9.4 Warrant Agent May Hold Company Securities. The Warrant Agent, any Countersigning Agent and any stockholder, director, officer or employee of the Warrant Agent or any Countersigning Agent may buy, sell or deal in any of the Warrants or other securities of the Company or its Affiliates, become pecuniarily interested in transactions in which the Company or its Affiliates may be interested, contract with or lend money to the Company or its Affiliates or otherwise act as fully and freely as though it were not the Warrant Agent or the Countersigning Agent, respectively, under this Agreement. Nothing herein shall preclude the Warrant Agent or any Countersigning Agent from acting in any other capacity for the Company or for any other legal entity.

Section 9.5 Resignation and Removal; Appointment of Successor. (a) The Warrant Agent may resign its duties and be discharged from all further duties and liability hereunder (except liability arising as a result of the Warrant Agent’s own gross negligence or willful misconduct) after giving thirty (30) days’ prior written notice to the Company. The Company

may remove the Warrant Agent upon thirty (30) days’ written notice, and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder, except as aforesaid. The Warrant Agent shall, at the expense of the Company, cause notice to be given in accordance with Section 11.1(b) to each Holder of Warrants of said notice of resignation or notice of removal, as the case may be. Upon such resignation or removal, the Company shall appoint in writing a new Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) calendar days after it has been notified in writing of such resignation by the resigning Warrant Agent or after such removal, then the Holder of any Warrants, or the Warrant Agent, may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any new Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation doing business under the laws of the United States or any state thereof in good standing, authorized under such laws to act as Warrant Agent, and having a combined capital and surplus of not less than U.S.$10,000,000. The combined capital and surplus of any such new Warrant Agent shall be deemed to be the combined capital and surplus as set forth in the most recent annual report of its condition published by such Warrant Agent prior to its appointment, provided that such reports are published at least annually pursuant to law or to the requirements of a Federal or state supervising or examining authority. After acceptance in writing of such appointment by the new Warrant Agent, it shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act or deed; but if for any reason it shall be reasonably necessary or expedient to execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the reasonable expense of the Company and shall be legally and validly executed and delivered by the resigning or removed Warrant Agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the resigning or removed Warrant Agent. Failure to give any notice provided for in this Section 9.5(a), however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of a new Warrant Agent, as the case may be.

(b) Any corporation into which the Warrant Agent or any new Warrant Agent that be merged, or any corporation resulting from any consolidation to which the Warrant Agent or any new Warrant Agent shall be a party, shall be a successor Warrant Agent under this Agreement without any further act, provided that such corporation would be eligible for appointment as successor to the Warrant Agent under the provisions of Section 9.5(a). Any such successor Warrant Agent shall promptly cause notice of its succession as Warrant Agent to be given in accordance with Section 11.1(b) to each Holder of Warrants at such Holder’s last address as shown on the Warrant Register.

Section 9.6 Appointment of Countersigning Agent. (a) The Warrant Agent may appoint a Countersigning Agent or Agents which shall be authorized to act on behalf of the Warrant Agent to countersign Warrant Certificates issued upon original issue and upon exchange, registration of transfer or pursuant to Article 2, and Warrant Certificates so countersigned shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder. Wherever reference is made in this Agreement to the countersignature and delivery of Warrant Certificates by the Warrant Agent or to Warrant Certificates countersigned by the Warrant Agent, such reference shall be deemed to include countersignature and delivery on behalf of the Warrant

Agent by a Countersigning Agent and Warrant Certificates countersigned by a Countersigning Agent. Each Countersigning Agent shall be acceptable to the Company and shall at the time of appointment be a corporation doing business under the laws of the United States of America or any State thereof in good standing, authorized under such laws to act as Countersigning Agent, and having a combined capital and surplus of not less than U.S.$10,000,000. The combined capital and surplus of any such new Countersigning Agent shall be deemed to be the combined capital and surplus as set forth in the most recent annual report of its condition published by such Countersigning Agent prior to its appointment, provided that such reports are published at least annually pursuant to law or to the requirements of a Federal or state supervising or examining authority.

(b) Any corporation into which a Countersigning Agent may be merged, or any corporation resulting from any consolidation to which such Countersigning Agent shall be a party, shall be a successor Countersigning Agent without any further act, provided that such corporation would be eligible for appointment as a new Countersigning Agent under the provisions of Section 9.6(a), without the execution or filing of any paper or any further act on the part of the Warrant Agent or the Countersigning Agent. Any such successor Countersigning Agent shall promptly cause notice of its succession as Countersigning Agent to be given in accordance with Section 11.1(b) to each Holder of a Warrant Certificate at such Holder’s last address as shown on the Warrant Register.

(c) A Countersigning Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Warrant Agent and to the Company. The Warrant Agent may at any time terminate the agency of a Countersigning Agent by giving thirty (30) days’ prior written notice thereof to such Countersigning Agent and to the Company.

(d) The Warrant Agent agrees to pay to each Countersigning Agent from time to time reasonable compensation for its services under this Section, and the Warrant Agent shall be entitled to be reimbursed for such payments, subject to the provisions of Section 9.3.

(e) Any Countersigning Agent shall have the same rights and immunities as those of the Warrant Agent set forth in Section 9.1.

ARTICLE 10

ADDITIONAL COVENANTS OF THE COMPANY

Section 10.1 Compliance with Agreements. The Company shall comply with the terms and conditions of the Registration Rights Agreement.

Section 10.2 Maintenance of Office. So long as any of the Warrants remain outstanding, the Company will maintain in the City of New York the following: (a) an office or agency where the Warrants may be presented for exercise, (b) an office or agency where the Warrants may be presented for registration of transfer and for exchange as in this Agreement provided and (c) an office or agency where notices and demands to or upon the Company in respect of the Warrants or of this Agreement may be served. The Company will give to the Warrant Agent written notice of the location of any such office or agency and of any change of

location thereof. The Company hereby initially designates the office of the Warrant Agent at American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219, or such other location as the Company may designate upon notice from the Warrant Agent as the office or agency for each such purpose. The Warrant Agent accepts such initial designation. In case the Company shall fail to maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Agency Office.

ARTICLE 11

NOTICES

Section 11.1 Notices Generally. (a) Any request, notice, direction, authorization, consent, waiver, demand or other communication permitted or authorized by this Agreement to be made upon; given or furnished to or filed with the Company or the Warrant Agent by the other party hereto or by any Holder shall be sufficient for every purpose hereunder if in writing (including telecopy and electronic mail communication) and telecopied, sent via electronic mail or delivered by hand (including by courier service) as follows:

If to the Company, to it at:

Danaos Corporation
c/o Danaos Shipping Co. Ltd
14 Akti Kondyli
185 45 Piraeus
Greece
Attention: Chief Financial Officer
Facsimile: +30 210 419 6489

Email: cfo@danaos.com

with a copy to

Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Attention: Stephen P. Farrell, Esq.
Facsimile: (212) 309-6001

Email: sfarrell@morganlewis.com

If to the Warrant Agent, to it at:

American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Attention: Admin 8

Facsimile: (718) 765-8718

Email: admin8@amstock.com

with a copy to

American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Attention: General Counsel

Facsimile: (718) 331-1852

Email: legalcontracts@amstock.com

For Notices of Exercise:

Facsimile: (718) 234-5001

or, in either case, such other address as shall have been set forth in a notice delivered in accordance with this Section 11.1(a).

All such communications shall, when so telecopied, sent via electronic mail or delivered by hand, be effective when telecopied or sent via electronic mail with confirmation of receipt or received by the addressee, respectively.

Any Person who telecopies any communication hereunder to any Person shall, on the same date as such telecopy is transmitted, also send, by first class mail, postage prepaid and addressed to such Person as specified above, an original copy of the communication so transmitted.

(b) Where this Agreement provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the address of such Holder as it appears in the Warrant Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made by a method approved by the Warrant Agent as one which would be most reliable under the circumstances for successfully delivering the notice to the addressees shall constitute a sufficient notification for every purpose hereunder.

Section 11.2 Required Notices to Holders. In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock for which an adjustment is required to be made pursuant to Article 6, (ii) to effect any reclassification of its Common Stock, or (iii) to enter into any transaction or event, or becomes aware of the occurrence of any event or transaction, which constitutes a Notification Event then, and in each such case, the Company

shall cause to be filed with the Warrant Agent and shall cause to be given to each Holder of a Warrant, in accordance with Section 11.1(b), a notice of such proposed action or event. Such notice shall specify (x) the date on which a record is to be taken for the purposes of such dividend or distribution; and (y) the date on which such reclassification, transaction, event, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for any securities, cash or other property deliverable upon such reclassification, transaction, event, liquidation, dissolution or winding up. Such notice shall be given, in the case of any action covered by clause (i) or (ii) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action or, in the case of any Notification Event, if feasible, at least twenty (20) days prior to the applicable effective or expiration date specified above or, in any such case, prior to such earlier time as notice thereof shall be required to be given pursuant to Rule 10b-17 under the Exchange Act, if applicable.

If at any time the Company shall cancel any of the proposed transactions for which notice has been given under this Section 11.2 prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 11.1(b) hereof.

ARTICLE 12

APPLICABLE LAW

THIS AGREEMENT, EACH WARRANT ISSUED HEREUNDER OR UNDER THE ORIGINAL WARRANT AGREEMENT, AND ALL RIGHTS ARISING HEREUNDER OR THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR STATE COURT LOCATED WITHIN THE CITY, COUNTY AND STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL AND NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT OR THE ORIGINAL WARRANT AGREEMENT. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE SERVING OF COPIES THEREOF VIA OVERNIGHT COURIER, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN THIS AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE FOURTEEN CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF EITHER PARTY HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST THE OTHER PARTY HERETO IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS MAY BE PERMITTED BY ANY APPLICABLE LAW.

ARTICLE 13

PERSONS BENEFITING

This Agreement shall be binding upon and inure to the benefit of the Company and the Warrant Agent, and their respective successors and assigns, and the Holders from time to time. Nothing in this Agreement is intended or shall be construed to confer upon any Person, other than the Company, the Warrant Agent and the Holders, any right, remedy or claim under or by reason of this Agreement or any part hereof. Each Holder agrees to all of the terms and provisions of this Agreement applicable thereto.

ARTICLE 14

ASSIGNS AND SUCCESSORS

All agreements of the Company in this Agreement and the Warrants shall bind its successors. All agreements of the Warrant Agent in this Agreement shall bind its successors.

ARTICLE 15

COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

ARTICLE 16

AMENDMENTS

The Company and the Warrant Agent may, without the consent or concurrence of the Holders, by supplemental agreement or otherwise, amend this Agreement for any of the following purposes:

(i) to cure any ambiguity or to correct or supplement any defective or inconsistent provision or clerical omission or mistake or manifest error herein contained;

(ii) to add to the covenants and agreements of the Company in this Agreement further covenants and agreements of the Company thereafter to be observed, or surrender any rights or powers reserved to or conferred upon the Company in this Agreement;

(iii) to comply with any requirement of the SEC in connection with the registration of the Warrants or the Warrant Shares or in relation to the requirements of any securities exchange on which the Warrants or Warrant Shares are or are to be listed; or

(iv) to make any other change that does not adversely affect the rights or interests of the Holders hereunder in any material respect.

This Agreement may otherwise be amended by the Company and the Warrant Agent only with the consent of the Holders of a majority of the then outstanding Warrants. Any such amendment shall be binding upon all the current and subsequent Holders of Warrants. The Company may establish a record date for the purpose of determining which Holders shall be entitled to give any such consent. In determining whether the Holders of the required number of Warrants have concurred in any direction, waiver or consent, Warrants owned by the Company or by any Subsidiary of the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Warrant Agent shall be protected in relying on any such direction, waiver or consent, only Warrants that the Warrant Agent knows are so owned shall be so disregarded. Notwithstanding the foregoing, the consent of each Holder affected shall be required for any amendment pursuant to which (i) the Exercise Price would be increased or (ii) the number of Warrant Shares purchasable upon exercise of Warrants would be decreased (other than pursuant to adjustments provided herein).

The Warrant Agent shall join with the Company in the execution and delivery of any such amendment unless such amendment affects the Warrant Agent’s own rights, duties or immunities hereunder, in which case the Warrant Agent may, but shall not be required to, join in such execution and delivery. Upon execution and delivery of any amendment pursuant to this Article 16, such amendment shall be considered a part of this Agreement for all purposes and every Holder theretofore or thereafter countersigned and delivered hereunder shall be bound thereby.

Promptly after the execution by the Company and the Warrant Agent of any such amendment, the Company shall give notice to the Holders, setting forth in general terms the substance of such amendment, in accordance with the provisions of Section 11.1(b). Any failure of the Company to mail such notice or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

ARTICLE 17

INSPECTION

The Warrant Agent shall cause a copy of this Agreement to be available at all reasonable times at the Corporate Agency Office of the Warrant Agent for inspection by the Holder of any Warrant. The Warrant Agent may require such Holder to submit his Warrant Certificate, if any, for inspection by it.

ARTICLE 18

ENTIRE AGREEMENT

This Agreement sets forth the entire agreement of the parties hereto as to the subject matter hereof and supersedes all previous agreements among all or some of the parties hereto with respect thereto, whether written, oral or otherwise.

ARTICLE 19

HEADINGS

The descriptive headings of the several Sections of this Agreement are inserted for convenience and shall not control or affect the meaning or construction of any of the provisions hereof.

ARTICLE 20

EFFECT

The amendment and restatement of the Original Warrant Agreement effected hereby shall apply to and affect all outstanding Warrants and Warrants issued after the date hereof. Such amendment and restatement shall not be deemed to affect the Restructuring Agreement or any other agreement, instrument, mortgage or other document executed pursuant thereto or in connection therewith.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

	DANAOS CORPORATION


	By:	/s/ Dimitri J. Andritsoyiannis
		Name: Dimitri J. Andritsoyiannis
		Title: Vice President & Chief Financial Officer


	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC


	By:	/s/ Carlos Pinto
		Name: Carlos Pinto
		Title: Senior Vice President

EXHIBIT A

FORM OF FACE OF WARRANT CERTIFICATE

[Restricted Warrant Legend]

NEITHER THIS SECURITY NOR THE WARRANT SHARES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR IN A TRANSACTION EXEMPT FROM REGISTRATION.

EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT

AGENT AS PROVIDED HEREIN.

Warrant Certificate evidencing Warrants to Purchase

Common Stock, par value U.S.$0.01 per share

DANAOS CORPORATION

No.	CUSIP No. Y1968P 113
	ISIN MHY1968P1135

VOID AFTER 5:00 P.M., NEW YORK TIME,

ON JANUARY 31, 2019

(a) This certifies that or registered assigns is the registered holder of warrants to purchase certain securities (each a “Warrant”). Each Warrant entitles the holder thereof, subject to the provisions contained herein and in the Amended and Restated Warrant Agreement, dated as of May 10, 2011 (the “Warrant Agreement”), between Danaos Corporation, a Marshall Islands corporation (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”, which term includes any successor warrant agent under the Warrant Agreement), to purchase from the Company, one share of the Company’s Common Stock (each, a “Warrant Share”), at the exercise price set forth below. The exercise price of each Warrant (the “Exercise Price”) shall be U.S.$7.00, subject to adjustments as set forth in the Warrant Agreement.

Subject to the terms of the Warrant Agreement, each Warrant evidenced hereby may be exercised in whole but not in part at any time, as specified herein, on any Business Day (as defined below) occurring during the period (the “Exercise Period”) commencing on the date hereof and ending at 5:00 P.M., New York time, on January 31, 2019 (the “Expiration Date”).

Each Warrant remaining unexercised after 5:00 P.M., New York time, on the Expiration Date shall become void, and all rights of the holder of this Warrant Certificate evidencing such Warrant shall cease. Each Warrant is subject to earlier expiration pursuant to Article 5 of the Warrant Agreement. In the event that the Warrants are to expire by reason of Article 5, the term “Expiration Date” shall mean such earlier date for all purposes of this Warrant Certificate.

The holder of the Warrants represented by this Warrant Certificate may exercise any Warrant evidenced hereby by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent (i) at the Corporate Agency Office (A) a written notice of such Holder’s election to exercise Warrants, duly executed by such Holder in the form set forth on the reverse of, or attached to, this Warrant Certificate, which notice shall specify the number of Warrant Shares to be delivered to such Holder and (B) any Warrant Certificate evidencing such Warrants. The Warrants evidenced by this Warrant Certificate may only be exercised in accordance with the cashless exercise procedure described in Section 3.2 of the Warrant Agreement and payment of the Exercise Price in cash shall not be permitted.

If any of (a) this Warrant Certificate, or (b) the Notice of Exercise is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants to be exercised are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void. The validity of any exercise of Warrants will be determined by the Warrant Agent in its sole discretion and such determination will be final and binding upon the holder of the Warrants and the Company.

“Business Day” shall mean any day that is not a Saturday or Sunday or a day on which the New York Stock Exchange in New York, New York is not open.

Warrants may be exercised only in whole numbers of Warrants. If fewer than all of the Warrants evidenced by this Warrant Certificate are exercised, a new Warrant Certificate for the number of Warrants remaining unexercised shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2.2 of the Warrant Agreement, and delivered to the holder of this Warrant Certificate at the address specified on the books of the Warrant Agent or as otherwise specified by such registered holder. If fewer than all the Warrants evidenced by this Warrant Certificate are exercised, this Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not exercised shall be executed by the Company, in the manner provided by the Warrant Agreement.

Until this Warrant is transferred in the Warrant Register, the Company and the Warrant Agent may treat the Person in whose name this Warrant is registered as the absolute owner thereof and of the Warrant represented by this Warrant Certificate for all purposes, notwithstanding any notice to the contrary.

This Warrant Certificate is issued under and in accordance with the Warrant Agreement and is governed by and is subject to the terms and provisions contained in the Warrant

Agreement, to all of which terms and provisions the holder of this Warrant Certificate and the beneficial owners of the Warrants represented by this Warrant Certificate consent by acceptance hereof. Copies of the Warrant Agreement are on file and can be inspected at the above-mentioned office of the Warrant Agent.

The accrual of dividends, if any, on the Warrant Shares issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to such Warrant Shares. From and after the issuance of such Warrant Shares, the former holder of the Warrants exercised will be entitled to the benefits generally available to other holders of Common Stock and such former holder’s right to receive payments of dividends and any other amounts payable in respect of the Warrant Shares shall be governed by, and shall be subject to, the terms and provisions generally applicable to such Common Stock.

The Exercise Price and the number of Warrant Shares for which this Warrant is exercisable shall be subject to adjustment as provided pursuant to Section 6.1 of the Warrant Agreement.

Upon due presentment for registration of transfer or exchange of this Warrant Certificate at the stock transfer division of the Warrant Agent, the Company shall execute, and the Warrant Agent shall countersign and deliver, as provided in Section 2.2 of the Warrant Agreement, in the name of the designated transferee one or more new Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants, subject to the limitations provided in the Warrant Agreement.

Neither this Warrant Certificate nor the Warrants evidenced hereby shall entitle the holder hereof or thereof to any of the rights of a holder of the Common Stock, including, without limitation, the right to receive dividends, if any, or payments upon the liquidation, dissolution or winding up of the Company or to exercise voting rights, if any.

The Warrant Agreement and this Warrant Certificate may be amended as provided in the Warrant Agreement including, under certain circumstances described therein, without the consent of the holder of this Warrant Certificate or the Warrants evidenced thereby, subject to certain exceptions as set forth in Article 16 of the Warrant Agreement.

THIS WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

This Warrant Certificate shall not be entitled to any benefit under the Warrant Agreement or be valid or obligatory for any purpose, and no Warrant evidenced hereby may be exercised, unless this Warrant Certificate has been countersigned by the manual signature of the Warrant Agent.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated as of

	DANAOS CORPORATION


	By:
		Name:
		Title:

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent


By:
	Name:
	Title:

FORM OF NOTICE OF EXERCISE

To: Danaos Corporation

The undersigned hereby irrevocably elects to exercise Warrants to acquire shares of Common Stock, par value $0.01 per share, of DANAOS CORPORATION (the “ Warrant Shares”), on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement therein referred to, surrenders this Warrant Certificate and all right, title and interest therein to DANAOS CORPORATION and directs that the shares of Common Stock deliverable upon the exercise of such Warrants be registered or placed in the name and at the address specified below and delivered thereto.

The undersigned elects to hold Warrant Shares through:

If through the Depository Trust Company, whose nominee is Cede & Co.:

Name of Direct Participant in the Depositary:

Address:

Telephone:

Fax:

Social Security or Other Identification Number:

Account from which Warrant Share are Being Delivered:

Depositary Account No.:

Contact Name, Address and Telephone:

If through the American Stock Transfer & Trust Company in book-entry form:

Name of Registered Holder:

Address:

Telephone:

Fax:

Social Security or Other Identification Number:

Contact Name, Address and Telephone:

If in definitive form:

Name of Registered Holder:

Address:

Telephone:

Fax:

Social Security or Other Identification Number:

Contact Name, Address and Telephone:

Signature:

Signature guaranteed by (if a guarantee is required):

EXHIBIT B

WARRANTHOLDERS

Name of Holder		Number of Warrants Held(1)
The Royal Bank of Scotland plc		4,039,395
HSH Nordbank AG		3,711,417
Credit Suisse International		1,946,851
Emporiki Bank of Greece S.A.		1,157,876
Deutsche Bank Aktiengesellschaft		1,013,134
ABN AMRO Bank N.V.		745,193
Deutsche Schiffsbank Aktiengesellschaft		709,595
Uberior Trading Limited		513,091
Citibank N.A. London Branch		333,707
Piraeus Bank S.A.		405,236
National Bank of Greece S.A.		232,102
EFG Eurobank Ergasias S.A.		77,009
Commerzbank AG, Filiale Luxembourg		74,870
Aegean Baltic Bank S.A.		40,524

(1) Includes all Warrants either issued or to be issued. See Exhibit C for Holder requesting a deferral of issuance.

EXHIBIT C

WARRANTHOLDER DEFERRING ISSUANCE

Name		Number of Warrants Deferred

Commerzbank AG, Filiale Luxembourg		74,870

FORM OF WARRANT TRANSFER

For value received, the undersigned hereby sells, assigns and transfers ( ) Warrants to purchase shares of common stock, par value $0.01 per share, of Danaos Corporation (the “Company”) unto pursuant to the attached Warrant Certificate and does hereby irrevocably constitute and appoint attorney to transfer the Warrants, or such portion as is transferred hereby, on the books of the Company with full power of substitution in the premises. The undersigned requests said attorney to issue to the transferee a Warrant Certificate evidencing such transfer and to issue to the undersigned a new Warrant Certificate evidencing Warrants for the balance not so transferred, if any.

Date: ,

		(1)
		(Signature of Owner)


		(Street Address)


		(City) (State) (Zip Code)

		Signature Guaranteed by:




Name in which new Warrant(s) should be registered:

(Name)


(Street Address)


(City) (State) (Zip Code)


(social security or identifying number)

(1) The signature must correspond with the name as written upon the face of the Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and must be guaranteed by a national bank or trust company or by a member firm of any national securities exchange.

EX-5.1 3 a2204275zex-5_1.htm EX-5.1

Exhibit 5.1

		Watson, Farley & Williams (New York) LLP
		1133 Avenue of the Americas
		New York, New York 10036
		Tel (212) 922 2200
		Fax (212) 922 1512

May 25, 2011


Danaos Corporation
c/o Danaos Shipping Co. Ltd.
14 Akti Kondyli
184 45
Piraeus, Greece

Registration Statement on Form F-3

Dear Sirs:

We have acted as special counsel as to matters of the law of the Republic of The Marshall Islands (“Marshall Islands Law”), for Danaos Corporation, a Marshall Islands corporation (the “Company”), in connection with the Company’s Registration Statement on Form F-3 filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 25, 2011 (the “Registration Statement”), relating to the registration under the United States Securities Act of 1933, as amended (the “Securities Act”), of 15,000,000 shares (the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share, issuable pursuant to warrants (the “Warrants”) issued by the Company in accordance with the Warrant Agreement dated as of March 2, 2011 (as amended and restated on May 10, 2011, the “Warrant Agreement”), between the Company and American Stock Transfer & Trust Company, LLC as warrant agent. Each Warrant Share being offered pursuant to the Registration Statement includes a preferred stock purchase right (collectively, the “Rights”) under the Stockholder Rights Agreement, dated as of September 18, 2006 (the “Stockholder Rights Agreement”), by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent.

In rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents ((i) through (iv) below collectively, the “Documents”):

(i) The Registration Statement and the prospectus included therein;

(ii) The Warrant Agreement and the form of Warrant contained therein;

(iii) The Stockholder Rights Agreement;

(iv) A Registration Rights Agreement, dated March 2, 2011 (the “Registration Rights Agreement”), between the Company and the holders of the Warrants named on the signature pages thereto; and

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Watson, Farley & Williams (New York) LLP is a limited liability partnership registered in England and Wales with registered number OC312253. It is regulated by the Solicitors Regulation Authority and its members are solicitors or registered foreign lawyers. A list of members of Watson, Farley & Williams (New York) LLP and their professional qualifications is open to inspection at the above address. Any reference to a ‘partner’ means a member of Watson, Farley & Williams (New York) LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing and qualification.

Watson, Farley & Williams (New York) LLP or an affiliated undertaking has an office in each of the cities listed above.

(v) such other papers, documents, agreements and certificates of public officials and representatives of the Company as we have deemed relevant and necessary as the basis for the opinion hereafter expressed.

In such examination, we have assumed (i) the legal capacity of each natural person, (ii) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (iii) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (iv) that there have been no undisclosed modifications, either written, verbal or otherwise, of any provision of any document reviewed by us in connection with the rendering of the opinion set forth herein, (v) the completeness of each document submitted to us and (vi) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us.

In rendering this opinion, we have also assumed:

(i) the power, authority and legal right of all parties (other than the Company) to each of the Documents to enter into and perform their respective obligations thereunder and the due authorization, execution and delivery of each of the Documents by such parties;

(ii) the Stockholder Rights Agreement, Warrants and Warrant Agreement constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms;

(iii) the Stockholder Rights Agreement will remain in full force and effect at the time the Warrant Shares are issued, and the board of directors of the Company does not specify that the Rights shall not be issued in respect of the Warrant Shares; and

(iv) that the Warrants have been, and the Warrant Shares and the Rights will be, issued in compliance with the Securities Act and all other applicable U.S. federal and state securities and other laws.

As to any questions of fact material to our opinion, we have, when relevant facts were not independently established, relied upon the aforesaid certificates or comparable documents, and the representations, warranties and covenants of each of the parties to the Registration Rights Agreement, the Warrant Agreement and the Stockholder Rights Agreement. We have not independently verified the facts so relied on.

This opinion letter is limited to Marshall Islands Law. We expressly disclaim any responsibility to advise of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed herein.

Based on the facts as set forth in the Registration Statement, and having regard to legal considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that the Warrant Shares have been duly authorized and, assuming that upon issuance of the Warrant Shares the total number of shares of Common Stock issued and outstanding does not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Articles of Incorporation of the Company, as

amended, and when issued and paid for in accordance with the terms of the Warrant Agreement and the Warrants, the Warrant Shares will be validly issued, fully paid and nonassessable, that the Stockholder Rights Agreement has been duly authorized, executed and delivered by the Company and that the Rights will be validly issued.

We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act.

Very truly yours,

Watson, Farley & Williams (New York) LLP

/s/ Watson, Farley & Williams (New York) LLP

EX-5.2 4 a2204275zex-5_2.htm EX-5.2

Exhibit 5.2

May 25, 2011

Danaos Corporation

c/o Danaos Shipping Co. Ltd.

14 Akti Kondyli

184 45 Piraeus, Greece

Re: Danaos Corporation — Registration Statement on Form F-3

Ladies and Gentlemen:

We are acting as special U.S. counsel to Danaos Corporation, a Marshall Islands company (the “Company”), in connection with the filing of a Registration Statement on Form F-3 (the “Registration Statement”) under the U.S. Securities Act of 1933, as amended (the “Act”), with the U.S. Securities and Exchange Commission (the “Commission”). The Registration Statement relates to (i) 15,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, issuable upon exercise of warrants (the “Warrants”) issued by the Company pursuant to a Warrant Agreement, dated as of March 2, 2011, between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent (the “Warrant Agent”), and (ii) 8,044,176 Warrants. The Shares of common stock and Warrants may be sold by or on behalf of certain selling securityholders of the Company or their donees, pledgees, transferees or other successors in interest or, in the case of the Shares of common stock, by the Company upon exercise of the Warrants. Each Share includes a preferred stock purchase right (the “Rights”) under the Stockholder Rights Agreement made and entered into as of September 18, 2006 (the “Stockholder Rights Agreement”) by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”), as amended.

In connection with this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of (i) the Restated Articles of Incorporation of the Company, (ii) the Amended and Restated Bylaws of the Company, (iii) the Stockholder Rights Agreement, (iv) the Warrant Agreement, (v) the Warrants and (vi) such other documents and records as we have deemed necessary.

With your permission, for the purposes of the opinion expressed herein, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

We have also assumed for purposes of this opinion that (A) (i) the Warrant Agent has the requisite organizational and legal power and authority to enter into and perform its obligations under the Warrant Agreement, (ii) that the Warrant Agreement has been duly authorized, executed and delivered by the Warrant Agent and (iii) the Warrant Agreement constitutes a valid

and binding obligation of the Warrant Agent and (B) (i) the Rights Agent has the requisite organizational and legal power and authority to enter into and perform its obligations under the Stockholder Rights Agreement, (ii) that the Stockholder Rights Agreement has been duly authorized, executed and delivered by the Rights Agent and (iii) the Stockholder Rights Agreement constitutes a valid and binding obligation of the Rights Agent.

Based on the foregoing and subject to the qualifications set forth herein, we are of the opinion as follows:

To the extent governed by the laws of the State of New York, the Warrant Agreement and the Warrants have been duly authorized, validly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

To the extent governed by the laws of the State of New York, the Stockholder Rights Agreement has been duly authorized, validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms and the Rights constitute valid and binding obligations of the Company.

The opinion set forth above is subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in proceeding in equity or at law).

We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York and the Federal laws of the United States of America. For purposes of this opinion, we have, with your permission, relied upon the opinion addressed to you dated the date hereof from Watson, Farley & Williams (New York) LLP as to all matters of law covered therein relating to the laws of the Republic of the Marshall Islands.

We hereby consent to the use of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

EX-8.1 5 a2204275zex-8_1.htm EX-8.1

Exhibit 8.1

		Watson, Farley & Williams (New York) LLP
		1133 Avenue of the Americas
		New York, New York 10036
		Tel (212) 922 2200
		Fax (212) 922 1512

May 25, 2011


Danaos Corporation
c/o Danaos Shipping Co. Ltd.
14 Akti Kondyli
184 45
Piraeus, Greece

Registration Statement on Form F-3

Dear Sirs:

We have acted as special counsel as to matters of the law of the Republic of The Marshall Islands (“Marshall Islands Law”) and the law of the Republic of Liberia (“Liberian Law”) for Danaos Corporation, a Marshall Islands corporation (the “Company”), in connection with the Company’s registration statement on Form F-3 filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 25, 2011 (the “Registration Statement”), relating to the registration under the United States Securities Act of 1933, as amended (the “Securities Act”), of 15,000,000 shares of the Company’s common stock, par value $0.01 per share, issuable pursuant to warrants issued by the Company in accordance with the Warrant Agreement dated as of March 2, 2011 between the Company and American Stock Transfer & Trust Company, LLC as warrant agent.

In rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following:

(i) the Registration Statement and the prospectus included therein;

(ii) the annual report on Form 20-F for the year ended December 31, 2010, filed with the Commission on April 8, 2011 (the “Annual Report”); and

(iii) such other papers, documents, agreements, certificates of public officials and certificates of representatives of the Company as we have deemed relevant and necessary as the basis for the opinions hereafter expressed.

London · New York · Paris · Hamburg · Munich · Rome · Milan · Madrid · Athens · Piraeus · Singapore · Bangkok

Watson, Farley & Williams (New York) LLP or an affiliated undertaking has an office in each of the cities listed above.

any document reviewed by us in connection with the rendering of the opinion set forth herein, (v) the completeness of each document submitted to us and (vi) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us.

This opinion letter is limited to Marshall Islands Law and Liberian Law. We expressly disclaim any responsibility to advise of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed herein.

Based on the facts as set forth in the Registration Statement and the prospectus included therein and having regard to legal considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we hereby confirm that we have reviewed the discussion set forth in the Annual Report under the caption “Item 10. Additional Information—Tax Considerations—Marshall Islands Tax Considerations” and “Item 10. Additional Information—Tax Considerations—Liberian Tax Considerations,” which is incorporated by reference into and forms part of the Registration Statement, and we confirm that the statements in such discussions, to the extent they constitute summaries of law or legal conclusions, unless otherwise noted, are the opinion of Watson, Farley & Williams (New York) LLP with respect to such matters as of the date of effectiveness of the Registration Statement and accurately state our views as to the tax matters discussed therein (except for the representations and statements of fact of the Company included under such captions, as to which we express no opinion).

We consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act.

Very truly yours,

Watson, Farley & Williams (New York) LLP

/s/ Watson, Farley & Williams (New York) LLP

EX-8.2 6 a2204275zex-8_2.htm EX-8.2

Exhibit 8.2

May 25, 2011

Danaos Corporation

c/o Danaos Shipping Co. Ltd.

14 Akti Kondyli

184 45 Piraeus, Greece

Re: Danaos Corporation — Registration Statement on Form F-3

Ladies and Gentlemen:

We have acted as United States tax counsel to Danaos Corporation, a Marshall Islands company (the “Company”), in connection with the preparation and filing of a Registration Statement on Form F-3 (the “Registration Statement”) under the U.S. Securities Act of 1933, as amended (the “Act”), with the U.S. Securities and Exchange Commission (the “Commission”). The Registration Statement relates to (i) 15,000,000 shares of the Company’s common stock, par value $0.01 per share, issuable upon exercise of warrants (the “Warrants”) issued by the Company pursuant to a Warrant Agreement, dated as of March 2, 2011, between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent, and (ii) 8,044,176 Warrants.

We hereby confirm that, subject to the qualifications set forth therein and under the heading “Tax Considerations”, the discussion contained in the Company’s Form 20-F for the year ended December 31, 2010 under the heading “United States Federal Income Tax Considerations” and cross-referenced in the Registration Statement under the heading “United States Federal Income Tax Considerations,” insofar as such discussion describes United States federal income tax law, is accurate in all material respects. In rendering this opinion we are relying upon the accuracy of representations made to us by the Company and Dr. John Coustas, including representations regarding the organization of the Company and its subsidiaries, their assets, income and activities and the ownership, trading and quotation of their shares. This opinion is limited to United States federal income tax law and is based upon United States federal income tax law as in effect on the date hereof.

IRS Circular 230 Disclosure — To ensure compliance with Internal Revenue Service Circular 230, we inform you that any U.S. federal tax advice contained herein does not deal with a taxpayer’s particular circumstances. Further, it was written in support of the promotion, marketing or recommending of the transaction or matter described herein. This opinion was not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code. Taxpayers should consult their own tax advisors regarding the tax consequences to them of their own particular circumstances.

We hereby consent to the use of this opinion as Exhibit 8.2 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the Registration Statement. In

giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the 1933 Act, as amended, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

EX-23.1 7 a2204275zex-23_1.htm EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated April 8, 2011 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Danaos Corporation’s Annual Report on Form 20-F for the year ended December 31, 2010. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers S.A.
PricewaterhouseCoopers S.A.


Athens, Greece
May 24, 2011

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