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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
in favour of
"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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1
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BACKGROUND AND DEFINITIONS
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1.1
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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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1.2
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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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1.3
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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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1.4
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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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2.1
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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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2.2
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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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2.3
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The obligations of MCX contained in Clause
2.1:
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1
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(a)
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are in addition to and not in substitution for
any other guarantee and/or indemnity and/or any other security
which the Owner m
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