Addendum To Capital Construction Fund Agreement

Exhibit 10.39F


Addendum No. 6
Contract No. MA/CCF-478


ADDENDUM TO
MARITIME ADMINISTRATION
CAPITAL CONSTRUCTION FUND AGREEMENT
WITH
NATIONAL STEEL AND SHIPBUILDING COMPANY


THIS AGREEMENT is made by and between the MARITIME ADMINISTRATOR (the "Administrator"), and NATIONAL STEEL AND SHIPBUILDING COMPANY, a citizen of the United States (the "Contractor"), as an addendum to that certain Capital Construction Fund ("CCF") Agreement Contract No. MA/CCF-478 (the "Agreement").


WHEREAS:


1. The Administrator and the Contractor entered into the Agreement on September 13, 1988, under Section 607 of the Merchant Marine Act, 1936, as amended (the "Act"); and


2. The Contractor and its parent company NASSCO Holdings, Incorporated ("NHI") have been acquired by General Dynamics Corporation ("General Dynamics") and are now wholly-owned subsidiaries of General Dynamics.


3. The parties hereto desire to amend the Agreement as set forth in this Addendum.


NOW, THEREFORE, in consideration of the premises, the Administrator and the Contractor agree as follows:


I. The Agreement will now become a consolidated Agreement with General Dynamics as the new Contractor and shall include only those parties listed under Attachment I. The defined term "Party" shall mean any or all of National Steel and Shipbuilding Company, NHI, Bath Iron Works, or American Overseas, as the case may be.


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II. The Agreement is amended by terminating the approval of the Contractor's commercial paper program and deleting it from the Agreement.


III. Section 7(A) of the Agreement, including any referenced documents therein, is hereby deleted and replaced with the following, including any referenced documents herein:


"(A) The Party, at its discretion, may invest fund assets in third
party receivables of General Dynamics Corporation, or of its other
affiliates, assigned to the Party for that purpose, from progress
payment billings contracts, and under other contracts, with the
collection of such receivables to be guaranteed by the General
Dynamics Corporation if necessary to cause such receivables to be
"qualified investments," and in other investments which are "qualified
investments" under Maritime Administration rules and regulations, as
they exist at the present time or as they may be amended. Investments
in third party receivables of General Dynamics Corporation and its
affiliates shall be made pursuant to the terms and procedures of the
form of the Receivables Purchase and Sale Agreement and included
Exhibits, attached hereto as Appendix I."


IV. The existing Schedule B to the Agreement is replaced by the attached revised Schedule B which: (A) deletes the construction of two 500 passenger cruise vessels; (B) increases the estimated vessel cost of the two Roll-on/Roll-off Trailer Vessels from $135 million each to $175 million each; and (C) adds the construction of four high speed Roll-on/Roll-off container ships and four container ships as qualified program objectives.


V. The existing Schedule C to the Agreement is replaced by the attached revised Schedule C which updates the list of qualified depositories under the Agreement.


VI. Except as herein otherwise expressly provided, the Agreement, as heretofore amended, shall remain in full force and effect.


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IN WITNESS WHEREOF, the parties have executed this Addendum No. 6 in four counterparts, effective as of the 16th day of August, 1999.


(SEAL) UNITED STATES OF AMERICA
SECRETARY OF TRANSPORTATION
MARITIME ADMINISTRATOR


ATTEST


By: [SIG] By: [SIG]
--------------------------- ---------------------------
Secretary Contracting Officer


(SEAL) NATIONAL STEEL AND SHIPBUILDING
COMPANY


ATTEST


By: /s/ E. A. Murray By: /s/ R. H. Vortmann
--------------------------- ---------------------------


Name: E. A. Murray Name: R. H. Vortmann
--------------------------- ---------------------------
(print or type) (print or type)


Title: Assistant Secretary Title: President
--------------------------- ---------------------------
(print or type) (print or type)


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(SEAL) GENERAL DYNAMICS CORPORATION


ATTEST


By: /s/ Margaret N. House By: /s/ L. Hugh Redd
--------------------------- ---------------------------


Name: Margaret N. House Name: L. Hugh Redd
--------------------------- ---------------------------
(print or type) (print or type)


Title: Asst. Secretary Title: Staff Vice President and Assistant Treasurer
--------------------------- ---------------------------
(print or type) (print or type)


Approved as to form:


By: [SIG]
---------------------------
Assistant Chief Counsel
Maritime Administration


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ATTACHMENT I
GENERAL DYNAMICS CORPORATION
CONSOLIDATED COMPANIES


National Steel and Shipbuilding Company NASSCO Holdings, Incorporated Bath Iron Works American Overseas Marine


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Revised Schedule B
MA/CCF-478


SCHEDULE B


PROGRAM OBJECTIVES


ACQUISITION OR CONSTRUCTION OF VESSELS


Amount to
Vessel be Approx. Approx. Anticipated Program Name Withdrawn Date Date Area Objective and General Vessel from Fund of of of Number Number Characteristics Cost (Approx.) (Approx.) Contract Delivery Operation - ----------- ---------- ------------------------------------- --------------- ----------- ---------- --------- --------------- 1 Unknown Three 140,000 DWT Product Tankers $200 million $80 1st qtr Non-Contiguous
each million 2000 2002 Trade


2 Unknown Two Roll-on Roll-off Trailer Vessels $175 million $80 3rd qtr Non-Contiguous
each million 1999 2002 Trade


3 Unknown Four High Speed Roll-on Roll-off $300 million $80 3rd qtr Non-Contiguous
Container Ships each million 1999 2002 Trade


4 Unknown Four Container Ships $100 million $80 4th qtr Non-Contiguous
each million 1999 2001 Trade and
Puerto Rico


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Revised Schedule C
MA/CCF-478


SCHEDULE C


DEPOSITORIES


NAME AND ADDRESS(1) ACCOUNTS - ---------------------------------------------------------------------------- Bank of America Investment Account 1000 South Tryon St. established pursuant to Charlotte, NC 28255 46 C.F.R. Section 390.7


Bank One Investment Account One First National Plaza established pursuant to Chicago, IL 60670 46 C.F.R. Section 390.7


Citibank N.A. Investment Account 153 E. 53rd Street established pursuant to New York, NY 10043 46 C.F.R. Section 390.7


Mellon Bank N.A. Investment Account 4 Mellon Bank Ctr. established pursuant to Pittsburgh, PA 15259 46 C.F.R. Section 390.7


The Bank of New York Investment Account One Wall Street established pursuant to New York, NY 10286 46 C.F.R. Section 390.7


The Northern Trust Company Investment Account 50 South LaSalle Street established pursuant to Chicago, IL 60675 46 C.F.R. Section 390.7


First Union National Bank Investment Account One First Union Center established pursuant to Charlotte, NC 28288 46 C.F.R. Section 390.7


Wachovia Bank N.A. Investment Account 100 North Main Street established pursuant to Winston-Salem, NC 27150 46 C.F.R. Section 390.7


- -------------------------


1 The addresses set forth below represent the main office of each depository. The actual branch office used for deposits may vary.


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[EXECUTION FORM) APPENDIX I


RECEIVABLES PURCHASE AND
SALE AGREEMENT BETWEEN
GENERAL DYNAMICS CORPORATION
AND
(QUALIFIED AFFILIATE)


THIS AGREEMENT made on ___________, 19____, by and between GENERAL DYNAMICS CORPORATION, a corporation organized and existing under the laws of the State of Delaware ("General Dynamics") and (Qualified Affiliate).


WITNESSETH:


WHEREAS:


1. General Dynamics is engaged directly, and through subsidiary and affiliated corporations (collectively such subsidiary and affiliated corporations being referred to herein as "Affiliates"), in the businesses of building ships for the U.S. Government and privately and publicly held corporations.


2. The monies earned from these activities are received by General Dynamics, and/or its Affiliates, under various forms of contracts for the most part involving progress payments, dependent upon the state of completion of the projects, the proceeds of which are generally subject to assignment.


3. General Dynamics maintains a consolidated capital construction fund (the "Fund") within the meaning of Section 607 of the Merchant Marine Act, 1936, as amended (the "Act") pursuant to the terms of an original agreement between NASSCO and the Maritime Administration, Department of Transportation, dated as of September 14, 1988, as amended (the "Agreement"), and desires to invest and reinvest certain monies or the proceeds of property deposited and to be deposited, from time to time, into the Fund in an undivided interest in Eligible Receivables held by General Dynamics or any Qualified Affiliate, as such terms are defined below.


4. (General Dynamics or Qualified Affiliate) proposes to sell and General Dynamics proposes to purchase, for the account of the Fund, an undivided interest in Eligible Receivables arising from time to time and held by (General Dynamics or Qualified Affiliate).


NOW THEREFORE, in consideration of the premises and the mutual promises, and subject to the terms and conditions hereinafter set forth, it is hereby agreed:


1. ELIGIBLE RECEIVABLES. Subject to the limitations of paragraph 2 (investment, share, percentage), General Dynamics may purchase from time to time from any itself or any Qualified Affiliate for the account of the Fund an undivided interest in Eligible Receivables. An "Eligible Receivable" shall be an evidence of indebtedness of the United States of America, or any instrumentality or agency thereof, or of any party organized under the laws of the United States or a state thereof, unrelated to General Dynamics or any of its Affiliates, payable in


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United States dollars and acquired by General Dynamics or any Qualified Affiliate in the ordinary course of business. Notwithstanding the foregoing, an Affiliate shall qualify to sell evidences of indebtedness to General Dynamics for the account of the Fund under this Agreement ("Qualified Affiliate") only upon delivery of a written instrument agreeing to (i) authorize General Dynamics to act on its behalf where appropriate or required hereunder, (ii) perform any of the acts that General Dynamics has agreed hereunder to cause such Affiliate to perform, and (iii) otherwise bound by the terms of this Agreement.


2. INVESTMENT, SHARE AND PERCENTAGE. The cumulative dollar amount paid or consideration given by General Dynamics hereunder for the purchase of an undivided interest in Eligible Receivables from General Dynamics ("General Dynamics Receivables") or from any Qualified Affiliate ("Affiliate Receivables") less, in each case,-the proceeds received by the Fund upon any sale of such undivided interest as described in paragraph 13 (REPURCHASE) is hereinafter referred to as "General Dynamics Investment" or "Affiliate Investment," respectively, (collectively "Investment"). The Fund's undivided interest, expressed as a dollar amount, in General Dynamics Receivables or Affiliate Receivables is hereinafter referred to individually as "General Dynamics Share" or "Affiliate Share", respectively (collectively "share"), and in each case shall at any time be equal to General Dynamics Investment or Affiliate Investment, as the case may be, multiplied by the sum of one plus the Discount Factor (as defined below) applicable thereto. The Fund's undivided interest, expressed as a percentage, in General Dynamics Receivables or Affiliate Receivables, is hereinafter referred to as "General Dynamics Percentage" or "Affiliate Percentage", respectively, and in each case shall at an ...