1
Exhibit 10.39A
Addendum No. 1
Contract No. MA/CCF-478
ADDENDUM TO
MARITIME ADMINISTRATION
CAPITAL CONSTRUCTION FUND AGREEMENT
WITH
NATIONAL STEEL AND SHIPBUILDING COMPANY
THIS AGREEMENT, made by and between the Maritime Administrator, Department
of Transportation (the "Maritime Administrator") and National Steel and
Shipbuilding Company (the "Party"), a citizen of the United States, as an
Addendum to that certain agreement, Contract No. MA/CCF-478.
WHEREAS: 1. On September 13, 1988 the parties hereto entered into a
Capital Construction Fund Agreement (the "Agreement"), under section 607 of the
Merchant Marine Act, 1936, as amended (the "Act");
2. The parties hereto desire to amend the Agreement in the manner
hereinafter set forth; and
3. The parties hereto have agreed to said amendment and desire to
incorporate the same into the Agreement.
NOW, THEREFORE, in consideration of the premises, the Maritime
Administrator and the Party agree as follows:
I. Effective , 1988, the Agreement is amended by replacing
the existing Schedules A, B, C, and D with the annexed revised Schedules A, B,
C and D to (i) add the S. S. WORTH to Schedule A as an eligible vessel; (ii) to
modify and increase the deposit ceilings, program objectives and minimum
deposits as set out in the annexed revised Schedules B and D; and (iii)
designate Idaho First National Bank and Bank of America N.T. & S.A. as
depositories, at the same time deleting Xxxxxx Guaranty Trust Company, as set
out in Schedule C, and eliminating dated information concerning sources of
funds.
II. Except as herein otherwise expressly provided, the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the Maritime Administrator and the party have executed
this Addendum No. 1 in quadruplicate, on the dates indicated below, to be
effective on the 13th day of September, 1988.
2
- 2 -
UNITED STATES OF AMERICA
SECRETARY OF TRANSPORTATION NATIONAL STEEL AND
MARITIME ADMINISTRATOR SHIPBUILDING COMPANY
By: /s/ Xxxxx X. Xxx By: /s/ Xxxxx X. Xxxxxxx
-------------------------- ---------------------------
(Contracting Officer)
Name: Xxxxx X. Xxxxxxx
--------------------------
(print or type)
Title: Vice President
-------------------------
(print or type)
ATTEST: ATTEST:
DISTRICT OF COLUMBIA:
By: [SIGNATURE ILLEGIBLE] By: /s/ Xxxxxx X. Xxxxxxx
-------------------------- ---------------------------
Secretary My Commission Expires March 31, 1991
Maritime Administration
Date: Name: Xxxxxx X. Xxxxxxx
--------------------------
(print or type)
Title: Notary Public
-------------------------
(print or type)
(SEAL) (SEAL)
Date: Sept. 13, 1988
--------------------------
APPROVED as to form:
By: /s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------
For Assistant Chief Counsel
Maritime Administration
3
ADDENDUM NO. 1
MA/CCF-478
Schedule A
ELIGIBLE AGREEMENT VESSELS
DATE AND
NAME AND SPECIFIC CAPACITY PLACE DATE AREA OF DETAILS OF
I.D. NO. TYPE [GROSS TONS] OWNER CONSTRUCTED DOCUMENTED OPERATION SERVICE
--------- -------- ------------ ------ ----------- ---------- ------------- ----------
SS WORTH Tanker 89,700 NASSCO 2-19-75 (a) To NASSCO U. S. Foreign Crude Oil
7600548 San Diego, CA 10-03-84 Trade Transport
XX XXXX CITY Tanker 89,700 NASSCO 7-23-76 (b) To NASSCO U. S. Foreign Crude Oil
7607891 San Diego, CA 10-13-85 Trade Transport
MR. ED Harbor 25 NASSCO 1976 To NASSCO U.S. Coastwise Harbor Service
575765 Supply Vessel Brazoria, TX 6-09-81 Trade and Supply
Transport
THE HAPPY Harbor 17 NASSCO 1929 To NASSCO U.S. Coastwise Harbor Service
228709 Service Vessel North Bend, OR 5-10-79 Trade and Supply
Transport
(a) Reconstructed at San Diego and delivered 12-19-86, accepted 8-19-87.
(b) Reconstructed at San Diego. A number of disputes exist between NASSCO and
the Navy with respect to workmanship and performance and must be resolved before
the Navy will accept the vessel. As of this date, no tentative acceptance date
has yet been agreed upon.
4
ADDENDUM NO. 1
MA/CCF-478
SCHEDULE B
PROGRAM OBJECTIVES
ACQUISITION OR CONSTRUCTION OF VESSELS
Amount
Program Vessel to be Approximate Date
Objective Name & General Vessel Withdrawn of Anticipated
No. Number Characteristics Cost From Fund (a) Contract Delivery Area of Oper
--------- --------- --------------- ------ -------------- -------- ---------- ---------------
1 Unknown Alaska Class Tanker $130 million $70 million 1/89 1/91 Alaska to Pan
209,000 DWT, (approx.) As (approx.)
identical to EXXON alternative
XXXXXX and EXXON to Programs
LONG BEACH 2 and 3
2 Unknown Passenger cruise $225 million $70 million 1/89 6/91 Inter-Island
ship of about 1,800 (approx.) As (approx.) Cruise ship,
passenger capacity alternative Hawaiian
for operation to Programs Islands
inter-island Hawaii 1 and 3
3 Unknown Two 2,000 TEU $200 million $70 million 1/89 3/91 West Coast
Container Ships (approx.) As (approx.) Mainland
alternative U.S. to
to Programs 6/91 Hawaiian
1 and 2 Islands
___________________________________
(a) Represents maximum profit estimated to be received upon sale of vessels
listed in Schedule A. Interest earnings on the $70 million may, of course,
increase the amount available for program objective. The amounts required to be
deposited under Schedule D represent minimums.
5
ADDENDUM NO. 1
MA/CCF-478
SCHEDULE C
DEPOSITORIES
------------
NAME AND ADDRESS ACCOUNTS
---------------- --------
Idaho First National Bank Savings and Trustee Accounts
000 Xxxxx Xxxxxxx Xxxxxx established pursuant to
X.X. Xxx 0000 46 C.F.R. Section 390.7
Xxxxx, Xxxxx 00000
Bank of America N.T. & S.A. Savings and Trustee Accounts
000 X Xxxxxx established pursuant to
Xxx Xxxxx, Xxxxxxxxxx 00000 46 C.F.R. Section 390.7
6
ADDENDUM NO. 1
MA/CCF-478
September __, 1998
SCHEDULE D
MINIMUM DEPOSITS - EXPLANATION
ORDINARY INTEREST CAPITAL
INCOME(a) INCOME(a) GAIN DEPRECIATION TOTAL(a)
1987-89 $10,000,000 -- -- -- $10,000,000
1990-92 -- -- -- -- --
1992-95 -- -- -- -- --
(a) NASSCO will make a minimum deposit of at least $10 million (and may deposit
as much as $37 million) upon this Addendum No. 1 becoming effective on September
__, 1988. As indicated on Schedule B, "Program Objectives", NASSCO estimates
that approximately $70 million will be received as profit on the sale of vessels
listed on Schedule A and could be employed in meeting Schedule B objectives.
Thus NASSCO anticipates that a substantial additional amount, perhaps in the
neighborhood of $30 million to $40 million, may be deposited. In addition, of
course, interest income will accrue on amounts on deposit.
