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Exhibit 99.7:
Operating expenses guarantee agreement
GUARANTEE
This guarantee
(the “Guarantee”) is made on 18th December 2006
by:
MC
Shipping Inc .
hereinafter called “MCX”, a company constituted under
Liberian law whose principal office is at Richmond House 12
Par-la-ville Road, Bermuda
”Beteiligungsgesellschaft LPG Tankerflotte
mbH & Co. KG” , a partnership organised and existing under
the laws of Germany whose registered office is at Palmaille 67,
22767 Hamburg, Germany, which is or will become the owner
(“Owner”) of the MV “Auteuil”,
“Cheltenham”, “Coniston”,
“Deauville”, “Longchamp” and
“Malvern” (“Vessel” or
“Vessels”).
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BACKGROUND AND DEFINITIONS
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The Owner and
Bridge Marine Ltd., 80 Broad Street, Monrovia, Liberia (the
“Charterer”), have agreed to enter into a Time Charter
for each of the vessels for a period of 4 years plus Charterers
option for a further 1 option 1 year by separate agreements upon
terms and conditions therein contained.
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It is a
condition precedent to the agreements of the Owner to enter into
the terms and conditions therein agreed and attached hereto an
Exhibit 1 (the “Charter” or “Charters”)
that MCX agrees to enter into this Guarantee
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Words and
expressions defined in the Charter shall have the same meaning when
used in this Guarantee unless otherwise defined in this Guarantee
or the context otherwise requires.
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The following
terms shall have the following meanings when used in this
Guarantee:
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“Business
Days” means a day (other than a Saturday or Sunday) on which
banks are open for business in New York, Rotterdam or
Hamburg;
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In
consideration of the Owner entering into the Charter, and other
good and valuable considerations (the receipt and sufficiency
whereof MCX hereby acknowledges) MCX hereby unconditionally and
irrevocably guarantees to the Owner the difference between the Full
Management Budget (the “Budget”), attached hereto an
Exhibit 1 and the actual Ship Operation Expenses including Ship
Management and ship managers Administration Costs as stated in the
Profit and Loss account, as approved by the chartered Accountant of
the Owner (the “Profit and Loss account”) for the years
2006 (period between actual delivery of the Vessel under the
Charter and 31.12.2006), 2007, 2008, 2009 and 2010 (period between
1.1. 2010 and date of fourth anniversary of delivery of the Vessels
under the Charter but excluding any operating costs paid by
insurers or third parties (the “Guaranteed
Liabilities”).
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The guarantee
of MCX shall be limited to an amount of USD 135 p.d. and shall be
valid and effective for the period of four (4) years after delivery
of the vessel into the Charter and shall be valid and binding
irrespective of the validity of the Charter. To avoid doubt the
guarantee does not include Guarantees on dry dock or special survey
costs.
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The guarantee
contained in Clause 2.1 is a primary obligation and not merely a
surety. MCX hereby waives, to the fullest extent permitted by
applicable law, any right, defence or objection of a surety which
might otherwise be available to it as guarantor of the Guaranteed
Liabilities.
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The obligations
of MCX contained in Clause 2.1:
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