Guatemala Award06-079B

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06-079B Guatemala Award
December 11, 2006

IFB No. GT-SDG-FFE-06-079B
Charterer: Share de Guatemala
Vessel Owner: Teco Ocean Shipping
Vessel: U.S. Flag Barge" Doris Guenther / U.S. Flag Tug "Sharon Dehart"
Cargo: 2,000 MT Min/Max Bulk Soybean Meal
Loading: 1SB, 1 SP U.S. Gulf (Excluding Myrtle Grove)
Discharging: 1/2 SB, 1 SP Puerto Quetzal, Guatemala
Laydays: December 20-30, 2006
Frt Rate: $154.71 per MT plus $4.00 per MT for 2nd disch berth if used.
All other terms and conditions pursuant freight tender terms.

06-079B Guatemala Amendment
November 28, 2006

Freight Tender Amendment Share / FFE / Bulk SBM to Guatemala

UNIVERSAL SHIPPING COMPANY, INC. AS AGENT FOR SHARE DE GUATEMALA AMENDS FREIGHT TENDER IFB NO. GT-SDG-FFE-06-06-079B ISSUED NOVEMBER 28, 2006 TO REVISE CLAUSE 26 WHICH SHOULD NOW READ AS FOLLOWS:

26. FREIGHT PAYMENT:
UNIVERSAL SHIPPING, ALONG WITH THE UNITED STATES DEPARTMENT OF AGRICULTURE REQUIRES FREIGHT PAYMENT TO BE MADE THROUGH US BANKS POWERTRACK SYSTEM.

ALSO CORRECTED IFB NO. IS GT-SDG-FFE-06-079B

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

06-079B  Guatemala Tender
November 27, 2006

Freight Tender: Share de Guatemala / FFE-Bulk SBM

UNIVERSAL SHIPPING COMPANY, INC. AS AGENT FOR SHARE DE GUATEMALA, REQUESTS OFFERS OF U.S. AND NON U.S. FLAG GEARED VESSELS (U.S. FLAG GEARLESS VESSELS EXCLUDING TANKERS WILL BE CONSIDERED PROVIDED OWNERS SUPPLY DISCHARGING EQUIPMENT AND GEAR TO EFFECTIVELY MAINTAIN DISCHARGE RATES STATED BELOW PER PROFORMA CHARTER PARTY AND FREIGHT TENDER TERMS) FOR THE CARRIAGE OF BULK SOYBEAN MEAL UNDER THE MCGOVERN-DOLE INTERNATIONAL FOOD FOR EDUCATION AND CHILD NUTRITION PROGRAM ON THE FOLLOWING BASIS:

IFB NO. GT-SDG-FFE-06-06-079B

1. COMMODITY: SOYBEAN MEAL IN BULK
QUANTITY: 2,000 MT
LAYDAYS: DECEMBER 20-30, 2006

OFFERORS SHOULD CONSIDER OFFERING VESSELS TO CARRY A RANGE OF TONNAGES IN THE EVENT THAT THE QUANTITIES PURCHASED ARE MORE OR LESS THAN THE QUANTITIES STATED IN THIS TENDER. CONTRACTED QUANTITY TO BE ON A MIN/MAX BASIS.
-OFFERORS MUST OFFER TO LIFT FINCA INTERNATIONALS 8,000 MT
BULK SOYBEAN MEAL TO PUERTO QUETZAL IN COMBINATION WITH THIS
2,000 MT BULK SOYBEAN MEAL FOR SHARE DE GUATEMALA.
-OFFERS SUBMITTED UNDER THIS INVITATION ARE REQUIRED TO
HAVE A CANCELING DATE NO LATER THAN THE LAST CONTRACT LAYDAY AS ABOVE, AND VESSELS WHICH ARE OFFERED WITH A CANCELING DATE BEYOND THE LAYDAYS SPECIFIED ABOVE WILL NOT BE CONSIDERED.
-IN ORDER TO MEET PROGRAMMED DELIVERY DATES FOR THIS
MONETIZATION PROGRAM, SHARE DE GUATEMALA REQUIRES THAT CARGO
ARRIVE AT DISCHARGE PORT NO LATER THAN JANUARY 15, 2007.
-IF CONTRACTED ON PART CARGO BASIS, SHARE DE GUATEMALA/FINCA
INTERNATIONAL CARGOES MUST BE FIRST OUT AND OWNER IS TO
PROVIDE ITINERARY OF VESSEL. ANY ADDITIONAL COMPLETION CARGO MUST BE DULY SEPARATED, MUST BE COMPATIBLE AND NON-INJURIOUS TO SHARE DE GUATEMALAS BULK SOYBEAN MEAL CARGO AND MUST BE DETAILED IN OFFER OR APPROVED BY CHARTERERS/USDA IF CONTRACTED AFTER FIXTURE OF SHARE DE GUATEMALAS CARGO, VESSELS ITINERARY AND GEOGRAPHIC PROXIMITY OF COMPLEITON CARGO(ES) WILL BE TAKEN INTO CONSIDERATION BY SHARE/USDA IN APPROVAL OF SUCH PART CARGO(ES) IN ORDER NOT TO UNDULY IMPEDE DELIVERY OF SHARE DE GUATEMALAS FOOD FOR EDUCATION BULK SOYBEAN MEAL CARGOES.
-OWNERS TO PROVIDE 14 (FOURTEEN) DAYS PREADVICE OF VESSEL
READINESS TO LOAD. THE 14 DAY PREADVICE MUST BE RECEIVED BY CHARTERERS AGENT NO LATER THAN 11:00 AM (WASHINGTON DC TIME) ON THE BUSINESS DAY IT IS GIVEN. PREADVICE RECEIVED AFTER THAT TIME WILL COUNT AS RECEIVED ON THE NEXT BUSINESS DAY.
-NOTE: ONLY FIRM OFFERS WILL BE ACCEPTABLE.

2. LOADING: 1/2 SAFE BERTH(S) EACH 1/2 SAFE U.S. PORT(S) OR
CANADIAN TRANSHIPMENT POINTS.

3. DISCHARGING: 1/2 SAFE BERTHS, 1 SAFE PORT PUERTO QUETZAL,
GUATEMALA

IT IS OWNERS SOLE RESPONSIBILITY FOR VESSEL MEETING ALL BERTH RESTRICTIONS AT THE DISCHARGE PORT. ANY LIGHTENING REQUIRED AS A RESULT OF VESSELS FAILURE TO MEET BERTH RESTRICTIONS AT THE DISCHARGE PORT(S) IS FOR OWNERS TIME, RISK AND EXPENSE.

4. TERMS:
(A) LOADING TERMS: THE CARGO IS TO BE LOADED ACCORDING TO BERTH TERMS WITH CUSTOMARY DESPATCH AT THE AVERAGE RATE AS DELINEATED BELOW BASED ON VESSEL'S CONTRACTED QUANTITY. THE RATES ARE BASIS TONS OF 2,204.6 POUNDS PER WEATHER WORKING DAY OF 24 CONSECUTIVE HOURS, SUNDAYS AND HOLIDAYS EXCEPTED, EVEN IF USED. SATURDAYS PER BFC SATURDAY CLAUSE.
BULK CARRIERS:
VESSEL CONTRACTED QUANTITY LOADING GUARANTEE
========================= =================
0 - 9,999.99 MT 4,000 MT PER DAY
10,000 - 19,999.99 MT 5,000 MT PER DAY
20,000 - 29,999.99 MT 6,000 MT PER DAY
TANKERS:
VESSEL CONTRACTED QUANTITY LOADING GUARANTEE
========================= =================
0 - 9,999.99 MT 4,000 MT PER DAY
10,000-19,999.99 MT 5,000 MT PER DAY
20,000-29,999.99 MT 6,000 MT PER DAY
MULTI-DECKERS: THE LOAD GUARANTEE SHALL BE 3,000 MT PER DAY. LASH/SEABEE BARGES: THE LOAD GUARANTEE SHALL NOT APPLY.

(B) DISCHARGING TERMS:
BULK SOYBEAN MEAL - TO BE DISCHARGED, FREE OF RISK AND EXPENSE TO THE VESSEL (FREE OUT DISCHARGE), AT THE AVERAGE RATE OF 1,500 MT FOR BULK CARRIERS AND 750 MT FOR MULTIDECKERS INCLUDING LINER VESSELS PER WWDSSHEX EIU. FOR LASH/SEABEE BARGES THE DISCHARGE GUARANTEE SHALL NOT APPLY.

(C )DEMURRAGE/DESPATCH IS APPLICABLE AT LOAD AND DISCHARGE PORTS. OWNERS ARE TO SPECIFY DEMURRAGE/DESPATCH RATES IN THEIR OFFER. DESPATCH RATES MUST BE ONE-HALF OF DEMURRAGE RATES QUOTED.

(D) LAYTIME IS NON-REVERSIBLE.
-LAYTIME ACCOUNTS ARE TO BE SETTLED DIRECTLY BETWEEN
OWNERS AND COMMODITY SUPPLIER(S) AT LOAD PORT(S). LAYTIME CALCULATION, OVERTIME AND TRIMMING TO BE IN ACCORDANCE TO ADDENDUM NO. 1 OF THE NORTH AMERICAN EXPORT GRAIN ASSOCIATION, INC. F.O.B. CONTRACT NO. 2 (REVISED AS OF AUGUST 1,1988) CLAUSES NOS.1-10 INCLUSIVE, (HEREINAFTER "N.A.E.G.A.") REGARDLESS OF TYPE OF VESSEL. FURTHER THE FOLLOWING MODIFICATIONS TO N.A.E.G.A. WILL APPLY:
ANYWHERE THE WORD "BUYER" APPEARS, THE WORDS "VESSEL OWNER" SHOULD BE SUBSTITUTED IN ITS PLACE. UNDER NO CIRCUMSTANCES SHALL CHARTERERS OR CCC BE RESPONSIBLE FOR RESOLVING DISPUTES INVOLVING THE CALCULATION OF LAYTIME OR THE PAYMENT OF DEMURRAGE OR DESPATCH BETWEEN THE VESSEL OWNERS AND THE COMMODITY SUPPLIER(S). ANY/ALL DISPUTES BETWEEN VESSEL OWNERS AND THE COMMODITY SUPPLIER(S) ARISING OUT OF THIS CONTRACT RELATING TO THE SETTLEMENT OF LAYTIME ISSUES SHALL BE ARBITRATED IN NEW YORK SUBJECT TO THE RULES OF THE SOCIETY OF MARITIME ARBITRATORS, INC.
-DISCHARGE PORT LAYTIME ACCOUNTS ARE TO BE SETTLED
DIRECTLY BETWEEN CHARTERER AND VESSEL OWNER. VESSEL OWNER IS TO PREPARE AND SUBMIT SIGNED DISCHARGE PORT LAYTIME STATEMENT TO CHARTERER'S AGENT, UNIVERSAL SHIPPING CO., INC. FOR APPROVAL WITHIN THIRTY DAYS OF COMPLETION OF DISCHARGE. DISCHARGE PORT NOTICE OF READINESS AND DISCHARGE PORT STATEMENT OF FACTS, BOTH SIGNED ON BEHALF OF CHARTERERS AND VESSEL OWNER ARE TO BE PRESENTED WITH SIGNED DISCHARGE PORT LAYTIME STATEMENT.
-UNDER NO CIRCUMSTANCES SHALL CCC BE RESPONSIBLE FOR
RESOLVING DISPUTES INVOLVING THE CALCULATION OF LAYTIME OR THE PAYMENT OF DEMURRAGE OR DESPATCH BETWEEN CHARTERER AND THE VESSEL OWNER. ANY/ALL DISPUTES BETWEEN CHARTERER AND VESSEL OWNER ARISING OUT OF THIS CONTRACT RELATING TO THE SETTLEMENT OF LAYTIME ISSUES SHALL BE ARBITRATED IN NEW YORK SUBJECT TO THE RULES OF THE SOCIETY OF MARITIME ARBITRATORS, INC.

5. VESSELS MUST HAVE FULL WORKING GEAR FOR EACH HATCH AND MUST BE CAPABLE OF OPERATING RECEIVERS DISCHARGING EQUIPMENT AND MUST MEET ALL REQUIREMENTS/REGULATIONS OF PUERTO QUETZAL PORT AUTHORITY. GEARLESS VESSELS WILL BE CONSIDERED PROVIDED THEY SUPPLY ALTERNATIVE DISCHARGING EQUIPMENT AND GEAR AT EACH HATCH IN WHICH CARGO IS LOADED AT OWNERS EXPENSE. VESSELS TO SUPPLY CRANES OR DERRICKS OR ANY ADDITIONAL EQUIPMENT REQUIRED THAT IS CAPABLE OF OPERATING RECEIVERS DISCHARGING EQUIPMENT AND MUST BE SUITABLE FOR CLAM SHELL DISCHARGE. OWNERS TO PROVIDE AT THEIR EXPENSE ALL NECESSARY MOTIVE POWER/FUEL TO OPERATE ALL DISCHARGE GEAR. DISCHARGE GEAR PROVIDED BY OWNER/VESSEL MUST BE CAPABLE OF MAINTAINING THE GUARANTEED AVERAGE DISCHARGE RATE AS SPECIFIED ABOVE. IF VESSEL IS NOT CAPABLE OF MEETING DISCHARGE RATE STATED ABOVE, THEN PORT AUTHORITY AT THEIR DISCRETION MAY REQUIRE VESSEL TO LEAVE BERTH. IN SUCH CASE, ANY DELAYS, SHIFTING COSTS OR ADDITIONAL EXPENSES WILL BE SOLELY FOR OWNERS/VESSELS ACCOUNT.

NOTICE OF VESSELS READINESS TO DISCHARGE MAY NOT BE TENDERED BEFORE VESSEL IS FULLY EQUIPPED WITH DISCHARGE GEAR/ EQUIPMENT. TIME USED, FOR GEARLESS VESSELS, TO ASSEMBLE/PREPARE DISCHARGING EQUIPMENT FOR DISCHARGE TO BE EXCLUDED FROM LAYTIME USED. ANY TIME LOST AS A RESULT OF BREAKDOWN OF VESSELS GEAR AND/OR MARINE LEGS TO BE EXCLUDED FROM LAYTIME USED. VESSEL AND DISCHARGING EQUIPMENT/GEAR MUST MEET ALL REQUIREMENTS/REGULATIONS OF THE PUERTO QUETZAL PORT AUTHORITY.

MECHANICAL OR HYDRAULIC HATCH COVERS FOR VESSELS OR RAIN TENTS FOR ALL HATCHES ARE REQUIRED. OPENING AND CLOSING OF HATCHES TO BE CARRIED OUT BY VESSEL'S CREW FREE OF CHARGE TO CHARTERERS.

VESSELS AND TUG/BARGE COMBINATION MUST HAVE ALL OPENINGS TO CARGO SPACES AND HATCH COVERS SUITABLY SEALED WITH TAPE OR BY OTHER MEANS TO ASSURE WATER TIGHT INTEGRITY. THE SEALING SHALL BE DONE TO THE SATISFACTION OF NCB SURVEYOR AS ATTESTED BY CERTIFICATION OF SPECIAL SURVEY. ALL OF THE ABOVE TO BE PERFORMED AT VESSEL'S TIME, RISK, AND EXPENSE. SPECIAL
SURVEY CERTIFICATE WILL BE REQUIRED AS A CONDITION OF FREIGHT PAYMENT. SEALING OF HATCHES/OPENINGS AND SPECIAL NCB CERTIFICATE IN NO WAY DIMINISHES OWNERS RESPONSIBILITY AND LIABILITY TOWARD THE CARGO.

TUG/BARGE TOW ARRANGEMENT TO BE INSPECTED/CERTIFIED BY BMT SALVAGE PRIOR TO LOADING, AT OWNERS TIME/RISK/EXPENSE. COPY OF SAID CERTIFICATION TO BE SUBMITTED TO CHARTERERS AGENT AT TIME OF TENDER NOR TO LOAD.

TANKERS ARE NOT ALLOWED.
VACUVATOR DISCHARGE IS NOT ALLOWED.

6. OWNERS ARE RESPONSIBLE FOR VESSEL ARRIVING AT DISCHARGE
BERTH(S) AND PORT(S) WITH AN ACCEPTABLE SAFE ARRIVAL DRAFT AND MUST MEET ALL BERTH/PORT RESTRICTIONS. ANY LIGHTENING REQUIRED AS A RESULT OF VESSELS FAILURE TO MEET BERTH AND DISCHARGE PORT RESTRICTIONS IS FOR OWNERS ACCOUNT. OWNERS TO BE FULLY RESPONSIBLE FOR ANY AND ALL COSTS IN REACHING SAFE DRAFT. IN CASE PARTIAL LIGHTENING, THEN LIGHTERAGE TO BE FOR OWNERS' TIME, RISK AND EXPENSE. IF OWNERS INTEND TO LIGHTEN AT BERTH(S) OTHER THAN THE GRAIN TERMINAL, OWNERS SHALL CERTIFY IN THEIR OFFER THAT THEY HAVE OBTAINED AUTHORIZATION FROM THE PUERTO QUETZAL PORT AUTHORITY. VESSEL MUST MEET ALL REQUIREMENTS OF THE APPLICABLE PUERTO QUETZAL PORT AUTHORITY.

7. VESSELS MUST BE ABLE TO BE FUMIGATED WITH AN ALUMINUM PHOSPHIDE PREPARATION IN-TRANSIT AND VESSELS THAT CANNOT BE SO FUMIGATED WILL NOT BE CONSIDERED. AT FINAL LOADING PORT, COMMODITY SUPPLIER WILL ARRANGE AND PAY FOR IN-TRANSIT FUMIGATION PERFORMED BY A CERTIFIED APPLICATOR. FUMIGATION MUST BE WITNESSED BY FGIS, USDA. DUST RETAINERS MUST BE USED. FOR TWEENDECKERS AND BULK CARRIERS (INCLUDING PUSH-MODE ITB), THE RECIRCULATION METHOD OF FUMIGATION WILL BE USED. TWEEN-DECK VESSELS ARE ACCEPTABLE ONLY WHEN A CERTIFIED APPLICATOR STATES THAT THE VESSEL HAS BEEN INSPECTED AND FOUND TO BE SUITABLE FOR IN-TRANSIT FUMIGATION AND SUCH WRITTEN STATEMENT FROM CERTIFIED APPLICATOR SHOULD BE SUBMITTED WITH OFFER.

8. AT THE DISCHARGE PORT AND UPON INSPECTION BY GOVERNMENT/
RECEIVERS INSPECTORS, IF CARGO AND/OR VESSEL IS FOUND TO BE INFESTED, AND PROVIDED CLEAN BILLS OF LADING WERE ISSUED, FUMIGATION COSTS, IF ANY, ARE FOR OWNERS (VESSELS) ACCOUNT, AND TIME USED IS TO COUNT FOR U.S. FLAG VESSELS; AND NOT TO COUNT FOR NON U.S. FLAG VESSELS.

9. FREIGHT RATE TO BE QUOTED PER METRIC TON BASIS VESSEL
LOAD/FREE OUT ONE LOADING PORT TO ONE DISCHARGING PORT. ADDITIONAL FREIGHT CHARGE MUST BE STATED FOR ADDITIONAL LOADING PORT(S)AND WILL BE CONSIDERED IN DETERMINING LOWEST LANDED COST IN THOSE SITUATIONS WHERE COMMODITIES ARE LIKELY TO BE LOADED AT MORE THAN ONE PORT.

10. FREIGHT OFFERS SHOULD NOT CONTAIN A "DETENTION RATE". FREIGHT
OFFERS WILL NOT BE CONSIDERED NON RESPONSIVE SOLELY BECAUSE A DETENTION RATE WAS GIVEN HOWEVER THE RELATED CHARTER PARTIES AND LINER BOOKING CONTRACTS MAY NOT CONTAIN A DETENTION RATE.

11. NON U.S. FLAG VESSELS MUST BE REGISTERED HIGHEST IN LLOYDS OR
EQUIVALENT AND MUST NOT BE MORE THAN 20 YEARS OLD DATE OF ORIGINAL CONSTRUCTION, NOT REBUILT DATE TO GOVERN. IF VESSELS AGE IS OVER 20 YEARS OLD, THE OFFER WILL BE CONSIDERED NON-RESPONSIVE.

12. NON-VESSELS OPERATING COMMON CARRIERS (NVOCC) MAY NOT BE EMPLOYED TO CARRY U.S. OR FOREIGN FLAG SHIPMENTS.

13. ONLY OFFERS OF NAMED VESSELS WITH FULL PARTICULARS PROVIDED
WILL BE CONSIDERED.

14. ANY EXTRA INSURANCE ON CARGO AND FREIGHT DUE TO VESSELS AGE,
CLASS, TYPE, FLAG, CONFIGURATION OR OWNERSHIP OF THE VESSEL IS TO BE FOR OWNERS ACCOUNT, BUT NOT TO EXCEED NEW YORK MARKET RATES FOR U.S. FLAG VESSELS AND LONDON MARKET RATES FOR NON U.S. FLAG VESSELS.

15. CARGO SHALL NOT BE LOADED INTO DEEP/WING TANKS AND OTHER
SPACES WHICH ARE NOT DIRECTLY ACCESSIBLE TO GRAB DISCHARGE.

16. U.S. FLAG APPROVED FREIGHT RATE(S) WILL BE REDUCED TO A LEVEL
NOT HIGHER THAN THE MARITIME ADMINISTRATION FAIR AND REASONABLE RATE IN THE EVENT THAT ORIGINALLY APPROVED VESSEL IS SUBSTITUTED BY A LOWER COST VESSEL.

ONE WAY RATE MUST BE QUOTED IN ADDITION TO ROUND TRIP RATE FOR U.S. NON LINER VESSELS WHOSE DATE OF ORIGINAL "REPEAT" ORIGINAL (NOT REBUILT DATE)CONSTRUCTION EXCEEDS 15 YEARS FROM DATE OF FIXTURE.

FREIGHT RATE FOR U.S. FLAG VESSELS OFFERING BASIS FULL CARGO
BUT LOADING LESS THAN A FULL CARGO, THE LESS THAN FULL CARGO FREIGHT RATE WILL BE SUBJECT TO A REDUCTION TO MEET ANY REVISED MARAD FREIGHT RATE GUIDELINE DUE TO VESSEL LOADING OTHER ADDITIONAL CARGO.

OFFERS OF U.S. FLAG VESSELS WILL NOT BE CONSIDERED IF THE VESSEL OPERATOR HAS NOT PROVIDED THE MARITIME ADMINISTRATION WITH THE VESSEL COSTS PRIOR TO SUBMISSION OF THE OFFER.

U.S. FLAG VESSELS OFFERED SUBJECT TO MARAD APPROVAL WILL NOT BE CONSIDERED. IF MARAD APPROVAL OF VESSEL IS REQUIRED, SAME MUST BE OBTAINED BEFORE SUBMISSION OF OFFERS.

U.S. FLAG VESSELS OVER 15 YEARS OLD MUST OFFER AN ALTERNATIVE FREIGHT RATE TO BE APPLICABLE IN THE EVENT THE VESSEL IS EITHER SCRAPPED OR VESSEL OWNERSHIP IS TRANSFERRED TO ANOTHER OWNER AFTER DISCHARGE AT DESTINATION, BUT PRIOR TO ITS RETURN TO THE UNITED STATES.

17. OFFERS RECEIVED SHALL BE CONSIDERED TO WARRANT THAT THE
OFFERED VESSEL IS FREE FROM ANY LIEN AND ENCUMBRANCE FULLY INSURED AND ENTERED IN A P AND I CLUB.

18. OFFERS OF NAMED VESSELS ONLY, NO VESSEL SUBSTITUTION IS
PERMITTED WITHOUT CHARTERER'S/USDA'S APPROVAL.

19. ISM AND ISPS CODE COMPLIANCE: OWNER GUARANTEES THAT THIS VESSEL, IF REQUIRED BY THE ISM (NON SELF-PROPELLED BARGES ARE EXEMPT), AND ISPS CODE ISSUED IN ACCORDANCE WITH INTERNATIONAL CONVENTION FOR THE SAFETY OF LIFE AT SEA (1974) AS AMENDED (SOLAS) COMPLIES FULLY WITH THE INTERNATIONAL SAFETY MANAGEMENT (ISM) CODE AND THE INTERNATIONAL SHIP AND PORT FACILITIES SECURITY (ISPS) CODE AND WILL REMAIN SO FOR THE ENTIRETY OF HER EMPLOYMENT UNDER THIS CHARTER PARTY. UPON REQUEST, OWNERS TO PROVIDE CHARTERERS WITH A COPY OF THE RELEVANT DOCUMENT OF COMPLIANCE (DOC) AND SAFETY MANAGEMENT CERTIFICATE (SMC) IN REGARD TO THE ISM CODE AND THE INTERNATIONAL SHIP SECURITY CERTIFICATE (ISSC) IN REGARD TO THE ISPS CODE. OWNERS ARE TO REMAIN FULLY RESPONSIBLE FOR ANY AND ALL CONSEQUENCES FROM MATTERS ARISING AS A RESULT OF THE OWNER OR THE VESSEL BEING OUT OF COMPLIANCE WITH THE ISM AND ISPS CODE.

20. ISPS CLAUSE:
A. FROM THE DATE OF COMING INTO FORCE OF THE INTERNATIONAL CODE FOR THE SECURITY OF SHIPS AND OF PORT FACILITIES AND THE RELEVANT AMENDMENTS TO CHAPTER XI OF SOLAS (ISPS CODE) IN RELATION TO THE VESSEL, THE OWNERS SHALL PROCURE THAT BOTH THE VESSEL AND THE COMPANY (AS DEFINED BY THE ISPS CODE) SHALL COMPLY WITH THE REQUIREMENTS OF THE ISPS CODE RELATING TO THE VESSEL AND THE COMPANY. UPON REQUEST THE OWNERS SHALL PROVIDE A COPY OF THE RELEVANT INTERNATIONAL SHIP SECURITY CERTIFICATE (OR THE INTERIM INTERNATIONAL SHIP SECURITY CERTIFICATE) TO THE CHARTERERS. THE OWNERS SHALL PROVIDE THE CHARTERERS WITH THE FULL STYLE CONTACT DETAILS OF THE COMPANY SECURITY OFFICER (CSO).

EXCEPT AS OTHERWISE PROVIDED IN THE CHARTER PARTY, LOSS, DAMAGE, EXPENSE OR DELAY, EXCLUDING CONSEQUENTIAL LOSS, CAUSED BY FAILURE ON THE PART OF THE OWNERS OR THE COMPANY TO COMPLY WITH THE REQUIREMENTS OF THE ISPS
CODE OR THIS CLAUSE SHALL BE FOR THE OWNERS ACCOUNT.

B. OWNER TO SPECIFY ANY INFORMATION REQUIRED FROM CHARTERERS IN ORDER TO COMPLY WITH ISPS AT TIME VESSEL TENDERS PRE-ADVICE NOTICE FOR THIS CARGO. THE CHARTERERS SHALL PROVIDE THE CSO AND THE SHIP SECURITY OFFICER (SSO)/MASTER WITH THEIR FULL STYLE CONTACT DETAILS AND ANY OTHER INFORMATION THE OWNERS REQUIRE TO COMPLY WITH THE ISPS CODE.

21. COMPLIANCE WITH SECTION 408 OF THE U.S. COAST GUARD AUTHORIZATION ACT OF 1998: PUBLIC LAW 105-383 (46 USC PARAGRAPH 2302(E)), ESTABLISHES EFFECTIVE JANUARY 1, 1999,
WITH RESPECT TO NON-US FLAG VESSELS AND OPERATORS/OWNERS,
THAT SUBSTANDARD VESSELS AND VESSELS OPERATED BY OPERATORS/OWNERS OF SUBSTANDARD VESSELS ARE PROHIBITED FROM
THE CARRIAGE OF GOVERNMENT IMPELLED (PREFERENCE)CARGO(ES) FOR
UP TO ONE YEAR AFTER SUCH SUBSTANDARD DETERMINATION HAS BEEN PUBLISHED ELECTRONICALLY. AS THE CARGO ADVERTISED IN THIS
IFB IS A GOVERNMENT IMPELLED (PREFERENCE) CARGO, OFFERORS
MUST WARRANT THAT VESSEL(S) AND OWNERS/OPERATORS ARE NOT DISQUALIFIED TO CARRY SUCH GOVERNMENT IMPELLED (PREFERENCE)
CARGO(ES).

22. WAR RISK PREMIUM: CARRIERS SHALL INCLUDE ALL ACTUAL AND ANTICIPATED WAR RISK INSURANCE PREMIUMS IN THEIR OFFERED RATES. OWNERS BEAR THE RISK OF ANY INCREASE IN WAR RISK PREMIUMS.

23. OFFERORS ARE ENCOURAGED TO INCLUDE ALL INFORMATION AS LISTED
BELOW AND IN THE FORMAT AS FOLLOWS:
A. VESSEL NAME, FLAG, YEAR BUILT, VESSEL TYPE, DWT, HOLDS,
HATCHES(SIZES), GEAR, LOA, BEAM, SPEED, CLASS, OWNERS
NAME, SALT WATER ARRIVAL DRAFT AT DISPORT
B. CARGO
C. LOAD/DISCHARGE PORTS
D. LOAD/DISCHARGE RATES
E. LAYDAYS
F. ETA AT LOAD PORT
G. FREIGHT RATE PER MT AND ADDITIONAL FREIGHT FOR
ADDITIONAL PORT(S)
H. DEMURRAGE-DESPATCH
I. TRANSIT TIME AND PORTS OF CALL IN TRANSIT, IF ANY
J. COMMISSIONS
K. TERMS
L. REMARKS
M. NAME AND TELEPHONE NUMBER OF CONTACT PERSON.

24. ALL OFFERS AND SUBSEQUENT AWARDS OF CONTRACTS WILL BE SUBJECT
TO THE PROVISIONS OF THE FOOD FOR PROGRESS ACT OF 1985 AND ALL APPLICABLE U.S. DEPARTMENT OF AGRICULTURE REGULATIONS PURSUANT THERETO.

25. OFFERS MUST BE SUBMITTED BASIS CURRENT SHARE DE GUATEMALA
PROFORMA - FOOD FOR EDUCATION BULK SOYBEAN MEAL ADAPTED NOVEMBER 2005. PROFORMA CHARTER PARTY IS AVAILABLE UPON REQUEST FROM UNIVERSAL SHIPPING CO., INC.

26. FREIGHT PAYMENT:
PLEASE NOTE PROVISION IN CHARTER PARTY CLAUSE 46 REGARDING PAYMENT BY ELECTRONIC TRANSFER.

27. BROKERAGE COMMISSION IS PAYABLE BY OWNERS ON GROSS FREIGHT,
DEADFREIGHT, AND DEMURRAGE TO UNIVERSAL SHIPPING, CO. AS FOLLOWS: 2.5 PERCENT IF THE FIXTURE IS ARRANGED WITHOUT OWNER'S BROKER AND IF OWNERS' BROKER IS INVOLVED, 2/3RDS OF 2.5 PERCENT IS PAYABLE TO UNIVERSAL SHIPPING CO. AND
1/3RD OF 2.5 PERCENT IS PAYABLE TO OWNERS' BROKER.

28. OFFERS TO BE RECEIVED BY:
UNIVERSAL SHIPPING COMPANY, INC.
2300 CLARENDON BLVD., SUITE 1004
ARLINGTON, VA 22201
TELEPHONE: 202-298-6100 OR 703-522-5780
FAX: 703-522-9417
U.S. AND NON U.S. FLAG OFFERS WILL BE OPENED IN PUBLIC AT
UNIVERSAL SHIPPING CO. OFFICE AT 1100 HOURS WASHINGTON, D.C. TIME, 1100 HRS, TUESDAY, DECEMBER 5, 2006 AND REMAIN VALID UNTIL CLOSE OF BUSINESS WASHINGTON, D.C.TIME, WEDNESDAY, DECEMBER 6, 2006.
OFFERS WILL NOT BE ACCEPTED BY TELEPHONE. ONLY OFFERS WHICH
ARE RESPONSIVE TO THIS TENDER WILL BE CONSIDERED, AND NO
NEGOTIATION IS PERMITTED. CHARTERERS RESERVE THE RIGHT TO
ACCEPT OR REJECT ANY OR ALL OFFERS.
IF A FAX OFFER IS CONNECTED TO OUR FAX MACHINE BEFORE 1100
HRS WASHINGTON,D.C. TIME, AS PRINTED ON OFFER (BASED ON EASTERN STANDARD/EASTERN DAYLIGHT SAVING TIME, AS APPROPRIATE) AND CONTINUES TRANSMITTING PAST 1100
HOURS UNTIL COMPLETION, CHARTERERS WILL CONSIDER THE OFFER AS IF IT HAD COMPLETED TRANSMITTING BEFORE 1100 HOURS, HOWEVER, CHARTERERS WILL NOT CONSIDER ANY FAX OFFER WHICH CONNECTS TO OUR FAX MACHINE AFTER 1100 HOURS.