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Published: 2008-03-26

Harbor Drive and 28th Street (San Diego, CA) Lease - San Diego Unified Port District and National Steel and Shipbuilding Co.



                         SAN DIEGO UNIFIED PORT DISTRICT


                                 ORDINANCE 1707


                      AN ORDINANCE AMENDING LEASE AGREEMENT
                   BETWEEN THE SAN DIEGO UNIFIED PORT DISTRICT
                   AND NATIONAL STEEL AND SHIPBUILDING COMPANY

       The Board of Port Commissioners of the San Diego Unified Port District
does ordain as follows:

       Section 1. That lease agreement dated 22 October 1991 between the San
Diego Unified Port District and National Steel and Shipbuilding Company, a
Nevada corporation, is hereby amended in accordance with Agreement for Amendment
of Lease, Amendment No. 1, on file in the office of the District Clerk as
Document No. 32187.

       Section 2. This ordinance shall take effect on the 31st day from its
publication.


Presented By:  DON L. NAY, Port Director


               By /s/ DON L. NAY
                 ---------------------------------
                      ASSISTANT PORT DIRECTOR


Approved:      JOSEPH D. PATELLO, Port Attorney


               /s/ JOSEPH D. PATELLO
               --------------------------------



sw
12/2/94




                         San Diego Unified Port District

                               Office of the Clerk

                              CERTIFICATION OF VOTE

Passed and adopted by the Board of Port Commissioners of the San Diego Unified
Port District on December 6, 1994, by the following vote:





Commissioners         Yeas     Nays     Excused     Absent     Abstained
                                                
Susan Lew              X
                      ----     ----       ----       ----         ----

J. Michael McDade      X
                      ----     ----       ----       ----         ----

Patricia McQuater      X
                      ----     ----       ----       ----         ----

Robert Penner          X
                      ----     ----       ----       ----         ----

Paul H. Speer          X
                      ----     ----       ----       ----         ----

Frank J. Urtasun       X
                      ----     ----       ----       ----         ----

Jess Van Deventer      X
                      ----     ----       ----       ----         ----



AUTHENTICATED BY:

                                   [SIG]
                                   ---------------------------------------------
                                   Chairman of the Board of Port Commissioners

                                                CHRISTINE M. STEIN
                                   ---------------------------------------------
                                   Clerk of the San Diego Unified Port District

                                   By: /s/ JOCELYN M. TURNER
                                      ------------------------------------------
                                                   Deputy Clerk



(Seal)


     Resolution Number:___________
          or
     Ordinance Number: 1707
                       -----------
     Adopted:          12/06/94
             ---------------------

                                                   Document No. 32187
                                                               ----------------
                                         Filed
                                               --------------------------------
                                         SD UNIFIED PORT DISTRICT Clerk's Office


                        AGREEMENT FOR AMENDMENT OF LEASE
                                 AMENDMENT NO. 1

THIS AGREEMENT, made and entered into this 6th day of December, 1994, by and
between the SAN DIEGO UNIFIED PORT DISTRICT, a public corporation, hereinafter
called 'Lessor,' and NATIONAL STEEL AND SHIPBUILDING COMPANY, a Nevada
corporation, hereinafter called 'Lessee,' WITNESSETH:

WHEREAS, Lessor and Lessee, heretofore on the 22nd day of October, 1991, entered
into a Lease of certain tidelands in the city of San Diego, California, which
Lease is on file in the Office of the Clerk of Lessor bearing Document No.
27624; and

WHEREAS, Lessor and Lessee are mutually desirous of amending said Lease;

NOW THEREFORE, for valuable consideration, said Lease is hereby amended in the
following respects and no others, and, except as expressly amended, all terms,
covenants, and conditions of said Lease shall remain in full force and effect:

A.    The description of the premises contained in the preamble of said Lease is
      amended to read as follows:

      Approximately 5,498,071 square feet of tideland area located on the south
      side of Harbor Drive at the foot of 28th Street, in the city of San Diego,
      California, more particularly described and delineated on the attached
      five-page legal description and three-page Drawing No. 021-022, dated
      April 21, 1994, attached hereto as Exhibits 'A' and 'B' and by this
      reference made a part hereof.

B.    Said Lease also is hereby amended by deleting therefrom Paragraph 2,
      Subparagraphs 4(a), 4(b), and 4(d), Paragraphs 5, 9, 11, 15, 19, 25, 31,
      37, 41, and 43 in their entirety and substituting in lieu thereof
      Paragraph 2, Subparagraphs 4(a), 4(b), and 4(d), Paragraphs 5, 9, 11, 15,
      19, 25, 31, 37, 41, and 43 as follows:

2. RENTAL: Lessee agrees to pay to Lessor rent in accordance with the following
schedules and procedures:

(a)   The term of this Lease shall be divided into a series of rental periods.
      The first rental period shall commence on the

                                      1







      commencement date of this Lease and shall end on March 31, 1991. The
      second rental period shall commence on April 1, 1991, and end on October
      31, 1991. The third rental period shall commence on November 1, 1991, and
      end on September 30, 1993. Each successive rental period shall consist of
      one hundred twenty (120) months and shall commence at the expiration of
      the immediately preceding rental period. The last rental period shall be
      reduced in term in order to coincide with the expiration of this lease.

(b)   The rental for the first rental period of this Lease shall be One Hundred
      Eighty-Two Thousand Seven Hundred Twenty-Four Dollars ($182,724) per
      month. The rental for the second rental period shall be Two Hundred Eight
      Thousand Four Hundred Eighty-Eight Dollars ($208,488) per month. The
      rental for the third rental period shall be One Hundred Ninety-Seven
      Thousand Eight Hundred Eighty Dollars ($197,880) per month. The rental for
      Parcel Nos. 1, 2, and 3 for the fourth rental period shall be One Hundred
      Forty-Six Thousand Four Hundred Forty-One Dollars ($146,441) per month,
      which is calculated on the basis of forty-five cents (45 cent) per square
      foot per year for Parcel No. 1 and eleven cents (11 cent) per square foot
      per year for Parcel Nos. 2 and 3. Said rental sums shall be payable in
      advance on or before the tenth (10th) day of each month. For the fifth and
      each successive rental period of this Lease and any extension thereof the
      rental shall be a sum agreed upon by Lessor and Lessee. During the fourth
      and each successive rental period, the rents shall be adjusted upward or
      downward after the expiration of the first sixty (60) months of each
      rental period (the adjustment date) according to the following
      computation: 'The base figure for computing the adjustment is the
      arithmetic average of the thirty-six (36) monthly index figures for the
      fifth (5th) through fortieth (40th) months immediately preceding the
      existing rental period as shown in the Consumer Price Index for All Urban
      Consumers for Los Angeles/Anaheim/Riverside, CA/All Items based on the
      period 1982-84 = 100 as published by the United States Department of
      Labor's Bureau of Labor Statistics. The index figure for the adjustment
      date is the arithmetic average of the thirty-six (36) monthly index
      figures of said Consumer Price Index for All Urban Consumers for the fifth
      (5th) through fortieth (40th) months immediately preceding the adjustment
      date.

      'The index for the adjustment date shall be computed as a percentage of
      the base figure. For example, assuming the base figure is 110 and the
      index figure for the adjustment date is 121, the percentage to be applied
      is 121/110 = 1.10 = 110%.

      'That percentage of the base figure shall be applied to the initial rent
      in effect at the beginning of the then existing rental period and will
      continue for the remaining sixty (60) months of the rental period.

                                        2





      'In the event the Consumer Price Index for All Urban Consumers for Los
      Angeles/Anaheim/Riverside, CA/All Items is no longer published, the index
      for the adjustment date shall be the one reported in the U. S. Department
      of Labor's comprehensive official index most nearly answering the
      foregoing description of the index. If an index is calculated from a base
      different from the base period 1982-84 = 100, the base figure used for
      calculating the adjustment percentage shall first be converted under a
      formula supplied by the Bureau.

      'If the above described Department of Labor indices are no longer
      published, another index generally recognized as authoritative shall be
      substituted by agreement of the parties. If they are unable to agree
      within sixty (60) days after demand by either party, a substitute index
      will be selected by the Chief Officer of the San Francisco Regional Office
      of the Bureau of Labor Statistics or its successor.

      'Notwithstanding the publication dates of the index, the effective date of
      the rent adjustment is at the expiration of the first sixty (60) months of
      each rental period. Further, notwithstanding anything to the contrary
      contained here in this Paragraph 2(b), the rent adjustment shall not
      exceed seven (7) percent per annum or thirty-five percent (35%) per
      adjustment, nor shall the rental rate(s) resulting from the rent
      adjustment exceed the applicable rental rate(s) most recently adopted by
      the Board of Port Commissioners at the time of such rent adjustment. Until
      said rent adjustment can be reasonably determined by index publication,
      Lessee shall continue to make rental payments pursuant to this Lease at
      the same rent in effect at the then existing rental period. Because of
      this provision, overpayment of rents shall be credited to the Lessee's
      rental account and underpayments of rent shall be immediately paid to the
      Lessor.'

(c)   In the event the parties cannot agree to the rent for a rental period, the
      controversy as to rent for said period shall be determined by three
      arbitrators. After notice by either party to the other requesting
      arbitration, one arbitrator shall be appointed by each party. Notice of
      the appointment shall be given by each party to the other when made. The
      two arbitrators shall immediately choose a third arbitrator to act with
      them. If they fail to select a third arbitrator, on application by either
      party, the third arbitrator shall be promptly appointed by the then
      presiding judge of the Superior Court of the state of California, county
      of San Diego, acting in his individual capacity. The party making the
      application shall give the other party notice of his application. All of
      the arbitrators shall be qualified real estate appraisers. Each party
      shall bear the expense of its own appointed arbitrator and shall bear
      other expenses pursuant to Section 1284.2 of the Code of Civil Procedure
      of California. Hearings shall be held in the city of San Diego,
      California. The award shall be the decision of not less than two of the
      arbitrators. Said award shall be the rent

                                        3






      which Lessor would derive from Lessor's property if it was vacant land,
      without any improvements thereon, and made available on the open market
      for new leasing purposes at the commencement of the rental period under
      arbitration. For the purpose of this arbitration procedure, the
      arbitrators shall assume that the Lessor has a fee simple absolute estate
      unburdened by any existing Lease. In determining what rent Lessor could
      derive from said property if it were made available on the open market for
      new leasing purposes, the arbitrators shall consider the benefits and
      burdens of all the provisions of this Lease to determine whether or not
      this Lease is more or less restrictive than private sector or other
      governmental leases; provided, however, no diminution in value shall be
      taken as a result of any existing Contaminants or improvements, or lack of
      improvements, on the subject property, and the property shall be
      considered as if it were available to be leased for maritime-related
      industrial uses. Said uses shall not be confined to those permitted Lessee
      herein nor to Lessee's actual use of the leased premises. In determining
      the rates, returns, rents and/or percentage rentals for said use and/or
      uses, the arbitrators shall use and analyze only the market data that is
      found in the open marketplace, such as is demanded and received by other
      Lessors for the same or similar uses as those referenced above. In all
      cases, the award shall be based upon recognized real estate appraisal
      principles and methods. The award determined by the arbitrators shall be
      effective and retroactive to the first day of the rental period under
      arbitration. The award shall be in writing in the form of a report that is
      in accordance with the powers of the arbitrators herein, supported by
      facts and analysis and in accordance with law. The arbitrators shall make
      copies of their report available to any ethical practice committee of any
      recognized professional real estate organization. The arbitration shall be
      conducted under and subject to Sections 1280 through 1294.2 of the Code of
      Civil Procedure of California.

(d)   In addition to the rentals provided in Paragraphs 2(b) and (c), Lessee
      shall pay the sum of Two Hundred Dollars ($200) per month as rent for the
      use of the Lessor-owned building as described in Paragraph 6. Said sum
      shall not be subject to adjustment nor shall it be considered in
      establishing the rental amounts under this Lease.

(e)   Notwithstanding Paragraph 2 of this Lease, no rent shall be charged to
      Lessee during the term of this Lease or any extension thereof for Parcel
      No. 4, shown on attached Exhibits 'A' and 'B' unless and until such time
      as Lessor determines rent shall be paid for said Parcel No. 4. Said rent
      shall be effective thirty (30) days after delivery of a written notice to
      Lessee from Lessor that Lessor elects to charge rent for said Parcel No.
      4. If Lessor makes the election to charge rent, the additional rent for
      said Parcel No. 4 shall be based upon the square foot water rent for
      Parcel Nos. 2 and 3 in effect at the time Lessor makes said determination
      and subsequent adjustments in rent for said

                                        4






      Parcel No. 4 shall be made concurrent with and in accordance with the
      provisions of Paragraphs 2(a), (b), and (c) of this Lease.

(f)   In the event Lessee is delinquent in rendering to Lessor an accounting of
      rent due or in remitting the rent due in accordance with the rental
      provisions of this Lease, then the rent not paid when due shall bear
      interest at the rate of ten percent (10%) per annum from the date due
      until paid; provided, however, that the Port Director of Lessor shall have
      the right to waive for good cause any interest payment upon written
      application of Lessee for any such delinquency period.

(g)   Rentals shall be delivered to the Treasurer of the San Diego Unified Port
      District at Post Office Box 488, San Diego, California 92112. The
      designated place of payment may be changed at any time by Lessor upon ten
      (10) days' written notice to Lessee. Lessee assumes all risk of loss if
      payments are made by mail.

4.   CONSTRUCTION OF IMPROVEMENTS:

(a)   On or before December 31, 1993, Lessee shall commence the construction and
      diligently proceed to completion of real property improvements related to
      the permitted uses described in Paragraph 3. The improvements shall be of
      the nature described on the EXAMPLES OF REAL PROPERTY IMPROVEMENTS, which
      is marked Exhibit 'C' and is attached hereto and by this reference made a
      part hereof. Lessee shall make an investment for the improvements to be
      constructed as described in this Paragraph in an amount which shall equal
      or exceed Sixty-Seven Million Six Hundred Fifty Thousand Dollars
      ($67,650,000) hereinafter referred to as 'minimum investment.' Such
      minimum investment is consideration for the term of this Lease, and is not
      a portion of the rental obligations contained in Paragraph 2 of this
      Lease, and neither such investment or improvements nor any other Lessee
      investment or improvement shall be considered by the parties or any
      arbitrator (in the event of arbitration) in determining any rent during
      the term of this Lease. In the event Lessee fails to invest the entire
      minimum investment by no later than December 31, 2015, the term of this
      Lease shall be reduced. The reduction in term shall be one year for every
      One Million Three Hundred Fifty-Three Thousand Dollars ($1,353,000),
      prorated monthly, that Lessee's actual investment in improvements to be
      constructed as described in this Paragraph is less than the minimum
      investment.

      The construction of certain improvements contemplated by this Lease may be
      subject to the California Environmental Quality Act and other laws which
      may be in effect in the future. If Lessor determines any proposed
      improvements are within the scope of any then applicable environmental
      quality act and laws, it may then be necessary for Lessor either to
      approve or disapprove (and thereby prohibit) the construction of such
      improvements in

                                        5








      accordance with any such act or laws and other applicable provisions of
      this Lease. In the event there is such a disapproval, the cost of such a
      proposed improvement shall not be credited toward the cost of any
      improvement nor shall the time for completion of any improvements be
      extended, waived, or suspended.

(b)   No construction of any significant improvement upon the leased premises
      shall commence without the prior approval of the Port Director of Lessor,
      as evidenced in writing, and all such construction shall be in accordance
      with all applicable laws, regulations, ordinances and codes and in
      accordance with plans and specifications which must be submitted to and
      approved by the Port Director in writing prior to the commencement of any
      such construction. For purposes of Paragraphs 4 and 5, the term
      'significant improvements' means improvements that do any of the
      following: (i) make a change in the silhouette or exterior appearance of
      the premises visible from any street adjoining the leased premises; (ii)
      have an estimated cost at least equal to the minimum amount that requires
      approval by the Board of Port Commissioners under any policies of Lessor
      then in effect; or (iii) diminish the value of the premises.

(d)   By no later than March 31 of each year, beginning with March 31, 1992, and
      ending with March 31, 2016, Lessee shall furnish Lessor an itemized
      statement of the actual construction cost of any improvements required by
      the terms of this paragraph, which were completed during the preceding
      calendar year. The statement of cost shall be sworn to and signed by
      Lessee or his responsible agent under penalty of perjury.

5.   IMPROVEMENTS:

(a)   Lessee may, at its own expense, make any alterations or changes in the
      leased premises or cause to be built, made or installed thereon any
      structures, machines, appliances, utilities, signs or other improvements
      necessary or desirable for the use of said premises and may alter and
      repair any such structures, machines or other improvements; provided,
      however, that no significant improvements, as defined in Paragraph 4(b),
      or repairs meeting any of the criteria for significant improvements, shall
      be made, built or installed, and no major repairs thereto shall be made
      except in accordance with plans and specifications previously submitted to
      and approved in writing by the Port Director of Lessor. Notwithstanding
      the foregoing, Lessee shall have the right within the interior of any
      enclosed building structure to install and/or remove machines, equipment,
      appliances and trade fixtures to/from the leased premises without the
      prior consent of the Port Director of Lessor.

      Lessee further agrees that no banners, pennants, flags, eye-catching
      spinners or other advertising devices, nor any

                                        6







      temporary signs shall be permitted to be flown, installed, placed, or
      erected on the premises without written consent of the Port Director of
      Lessor.

(b)   Lessee shall notify Lessor prior to making applications for any
      development or construction permit or license from any governmental
      regulatory agency pertaining to the leased premises. Lessee shall provide
      Lessor with a copy of said application within five (5) days of making said
      application, along with all plans submitted as part of said application.
      Lessee shall provide Lessor with a copy of any permit, license or other
      authorization subsequently issued within ten (10) days of receipt by
      Lessee.

9. ASSIGNMENT - SUBLEASE: Lessee shall not assign or transfer the whole or any
part of this Lease or any interest therein, nor sublease the whole or any part
of the leased premises, nor contract for the management or operation of the
whole or any part of the leased premises, nor permit the occupancy of any part
thereof by any other person, nor permit transfer of the Lease or possession of
the leased premises by merger, consolidation or dissolution, nor permit
hypothecation, pledge, encumbrance or sale of a controlling interest in the
voting stock in said corporation without the consent of Lessor, evidenced by
resolution, first had and obtained in each instance. It is mutually agreed that
the personal qualifications of the parties controlling the corporation named
herein as Lessee are a part of the consideration for the granting of this Lease
and said parties do hereby agree to maintain active control and supervision of
the operations conducted on the leased premises. No assignment or transfer,
hypothecation, pledge, encumbrance or sale, voluntary or involuntary, in whole
or in part of said corporation or the Lease or any interest therein, and no
sublease of the whole or any part of the leased premises, and no contract for
the management or operation of the whole or any part of the leased premises, and
no permission to any person to occupy the whole or any part of the leased
premises, shall be valid or effective without the consent of Lessor, first had
and obtained in each instance; provided, however, that nothing herein contained
shall be construed to prevent the occupancy of said premises by any employee or
business invitee of Lessee.

In the event any consent of Lessor is given for any Lease assignment or
transfer, the following shall apply in each instance: (i) the Lessor shall be
paid additional rent, which may be percentage rate or rates, to equal the full
fair market rent, commencing on the effective date of such proposed assignment
or transfer, unless on that date the rent being paid under this Lease is equal
to the full fair market rent; (ii) the Assignee hereby agrees and assumes each
and every obligation under the Lease, and (iii) other conditions and
qualifications determined by the Board of Port Commissioners of Lessor.
Notwithstanding, items (i) and (iii) shall not apply in the event of: (a) a
Lease assignment or transfer to a third party from a consented-to lender which
acquired title to the Lease by foreclosure or deed in lieu of foreclosure or a
new Lease pursuant to the provisions of Paragraph 10 or (b) assignment or
transfer of the Lease

                                        7





to a consented-to lender by deed in lieu of foreclosure, or to a consented-to
lender or a third party as the successful bidder at a foreclosure sale. The rent
under this Lease and any change resulting therein effective upon any Lease
assignment or transfer as provided in this Paragraph shall be for the remainder
of the rental period during which it occurs, and any said rent shall thereafter
be subject to rental review at the commencement of subsequent and succeeding
rental periods in accordance with the provisions of Paragraph 2 of this Lease.
Notwithstanding the foregoing, if a change in rent is made which becomes
effective upon any Lease assignment or transfer, the rent shall be subject to
any adjustment applicable during the remainder of said rental period during
which the Lease assignment or transfer occurred based on the change in the
Consumer Price Index if such adjustment is provided for in Paragraph 2 of this
Lease; provided, however, the 'base figure for computing the adjustment' shall
be the arithmetic average of the thirty-six (36) monthly index figures for the
fifth (5th) and fortieth (40th) months immediately preceding the effective date
of such proposed assignment or transfer for which the Assignee pays additional
rent to Lessor to equal the full fair market rent and the 'index figure for the
adjustment date' shall be the arithmetic average of the thirty-six (36) monthly
index figures of said Consumer Price Index for the fifth (5th) through fortieth
(40th) months immediately preceding the date such adjustment is effective.

In the event any consent of Lessor is given to sublease, the following shall
apply in each instance: (i) the Lessor shall be paid additional rent, which may
be percentage rate or rates, to equal the full fair market rent for the sublease
area, commencing on the effective date of such proposed sublease and continuing
for a specified period of time which shall not extend beyond the remainder of
the master Lease rental period during which it occurs or until the termination
of the sublease, whichever occurs first, unless on that date the rent being paid
under this Lease for said area is equal to the full fair market rent, and (ii)
other conditions and qualifications determined by the Board of Port
Commissioners of Lessor. As long as said sublease is in effect, said rent for
the sublease area shall thereafter be subject to rental review at the
commencement of subsequent and succeeding master Lease rental periods, in
accordance with the provisions of Paragraph 2 of this Lease.

In the event the parties cannot agree to an amount that is equal to the full
fair market rent described in this Paragraph, the full fair market rent shall be
determined by the arbitration procedure described in Paragraph 2 of this Lease,
except that the arbitration award shall be for a limited period of time
commencing and ending as provided in this Paragraph and not for a 'rental
period' as specified in said Paragraph 2. Until said full fair market rent is
determined pursuant to said Paragraph 2, the Lessee shall continue to make
rental payments as required by this Lease at the same rate or rates in effect on
the effective date of the Lease assignment or sublease. Because of this
provision, underpayment of rent, if any, shall be

                                        8







paid to Lessor within ten (10) days of the date that the full fair market rent
is determined by said arbitration procedure.

11. BANKRUPTCY: In the event Lessee becomes insolvent, makes an assignment for
the benefit of creditors, becomes the subject of a bankruptcy proceeding,
reorganization, arrangement, insolvency, receivership, liquidation, or
dissolution proceedings, or in the event of any judicial sale of Lessee's
interest under this Lease, Lessor shall have the right to declare this Lease in
default.

The conditions of this Paragraph shall not be applicable or binding on Lessee or
the beneficiary in any deed of trust, mortgage, or other security instrument on
the leased premises which is of record with Lessor and has been consented to by
resolution of Lessor, or to said beneficiary's successors in interest consented
to by resolution of Lessor, as long as there remains any monies to be paid by
Lessee to such beneficiary under the terms of such deed of trust; provided that
such beneficiary or its successors in interest, continuously pay to the Lessor
all rent due or coming due under the provisions of this Lease and the premises
are continuously and actively used in accordance with Paragraph 14 of this
Lease.

15. MAINTENANCE AND REPAIR: As part of the consideration for the leasing
thereof, Lessee agrees to assume full responsibility for the operation,
maintenance, including painting, and repair of the premises, throughout the term
and without expense to the Lessor. Lessee will perform all maintenance, repairs
and replacements necessary to maintain and preserve the premises in a good,
safe, healthy and sanitary condition satisfactory to Lessor and in compliance
with all applicable laws. Lessee further agrees to provide approved containers
for trash and garbage and to keep premises free and clear of rubbish and litter,
or any other fire hazards. Lessee waives all right to make repairs at the
expense of Lessor as provided in Section 1942 of the California Civil Code and
all rights provided by Section 1941 of said Code.

For the purpose of keeping the premises in a good, safe, healthy and sanitary
condition, Lessor shall always have the right but not the duty, to enter, view,
inspect, determine the condition of and protect its interests in, the premises;
provided, however, that such entry is conducted in a manner to cause the least
inconvenience and disruption to Lessee's operation as practicable, and provided
further that Lessor or its representatives comply with all safety and security
requirements of Lessee. It is not intended that Lessee's safety and security
requirements be used to bar Lessor's right of inspection, and Lessee shall
assure Lessor reasonable access to the leased premises for such purpose. If
inspection discloses that the premises are not in the condition described,
Lessee must commence the necessary maintenance work within ten (10) days after
written notice from Lessor and diligently pursue the same to completion.
Further, if at any time Lessor determines that the premises are not in the
condition described, Lessor may require Lessee to file and pay for a faithful
performance bond, to assure prompt correction without additional notice. The
amount of this bond shall be adequate, in

                                        9






Lessor's opinion, to correct the unsatisfactory condition. Notwithstanding,
Lessor shall not be required at any time to maintain or to make any improvements
or repairs whatsoever on or for the benefit of the leased premises. The rights
reserved in this section shall not create any obligations or increase any
obligations for Lessor elsewhere in this Lease.

19. NONDISCRIMINATION: Lessee agrees at all times to fully comply with all laws
prohibiting discrimination against any person or class of persons by reason of
sex, color, race, religion, handicap or national origin. If the use provided for
in this Lease allows the Lessee to offer accommodations or services to the
public, such accommodations or services shall be offered by the Lessee to the
public on fair and reasonable terms. In complying with all such laws, including,
without limitation, the Americans With Disabilities Act of 1990, Lessee shall be
solely responsible for such compliance and required programs and there shall be
no allocation of any such responsibility between Lessor and Lessee.

25. INSURANCE: Lessee shall maintain insurance acceptable to Lessor in full
force and effect throughout the term of this Lease. The policies for said
insurance shall, as a minimum, provide the following:

(a)   Forms of Coverage

      (1) 'OCCURRENCE' form Commercial General Liability covering premises,
      operations and contractual liability assumed by Lessee in this Lease in
      the amount of not less than Two Million Dollars ($2,000,000) combined
      single limit per occurrence for bodily injury, personal injury and
      property damage. Either the general aggregate limit shall apply separately
      to this location or the general aggregate limit shall be twice the
      required occurrence limit.

      If alcoholic beverages are served or sold on the leased premises, Liquor
      Liability coverage in the amount of not less than One Million Dollars
      ($1,000,000) shall be obtained.

      (2) Fire and Extended Coverage, including water damage and debris cleanup
      provisions in an amount not less than ninety percent (90%) of full
      replacement value of all improvements located within the leased premises.
      The fire and extended coverage policies shall be endorsed to state that
      any insurance proceeds in excess of Twenty-Five Thousand Dollars ($25,000)
      resulting from a loss under said policies shall be payable jointly to
      Lessor and Lessee in order that said proceeds will be reinvested in
      rebuilding and/or repairing the damaged portions of the leased premises;
      provided, however, that within the period during which there is in
      existence a mortgage or deed of trust upon the leasehold given by Lessee
      with the prior consent of Lessor, then and for that period all fire and
      extended coverage policies shall be made payable jointly to the mortgagee
      or beneficiary and Lessee, and any proceeds collected therefrom

                                       10





      shall be held by said mortgagee or beneficiary for the following purposes:

      (i)   As a trust fund to pay for the reconstruction, repair, or
            replacement of the damaged or destroyed improvements in kind and
            scope in progress payments as the work is performed with any excess
            remaining after completion of said work to be retained by said
            mortgagee or beneficiary and applied to reduction of the debt
            secured by such mortgage or deed of trust and with any excess
            remaining after full payment of said debt to be paid over to Lessee;
            or

      (ii)  In the event that this Lease is terminated with consent of both
            Lessor and mortgagee or beneficiary and said improvements are not
            reconstructed, repaired, or replaced, the insurance proceeds shall
            be retained by said mortgagee or beneficiary to the extent necessary
            to fully discharge the debt secured by said mortgage or deed of
            trust and said mortgagee or beneficiary shall hold the balance
            thereof without liability to restore the premises to a neat and
            clean condition and then for Lessor and Lessee as their interests
            may appear.

      (3)   Pollution Liability for Underground Storage Tanks

      Due to operation of underground storage tanks, Lessee is required to
      comply with Subpart H of 40 CFR (Code of Federal Regulations) or Title 23,
      Division 3, Chapter 18 of California Code of Regulations (collectively,
      'applicable UST law'). At the time Lessee is required to comply with any
      provisions of applicable UST law requiring financial assurance mechanisms,
      Lessee shall provide Lessor with a certified copy of its Certification of
      Financial Responsibility. If Lessee's program for financial responsibility
      includes insurance, then Lessee's policy(ies) shall name Lessor, its
      officers, officials and employees as additional insureds, and, all other
      terms of Section (b), below, shall apply. Any time Lessee changes its
      financial assurance mechanisms, Lessee shall provide Lessor with a
      certified copy of its revised Certification of Financial Responsibility.

(b)   General Requirements

      (1) All required insurance shall be in force the first day of the term of
      this Lease. The cost of all required insurance shall be borne by Lessee.
      Certificates in a form acceptable to Lessor evidencing the existence of
      the necessary insurance policies, and original endorsements effecting
      coverage required by this clause, shall be kept on file with Lessor during
      the entire term of this Lease. The certificates and endorsements for each
      insurance policy are to be signed by a person authorized by that insurer
      to bind coverage on its behalf. The

                                       11







      Lessor reserves the right to require complete, certified copies of all
      required policies at any time.

      (2) All liability insurance policies will name, or be endorsed to name,
      Lessor, its officers, officials and employees as additional insureds and
      protect Lessor, its officers, officials and employees against any legal
      costs in defending claims. All insurance policies will be endorsed to
      state that coverage will not be suspended, voided, cancelled, reduced in
      coverage or in limits except after thirty (30) days' prior written notice
      by certified mail, return receipt requested has been given to the Lessor.
      All insurance policies will be endorsed to state that Lessee's insurance
      is primary and not excess or contributory to any insurance issued in the
      name of Lessor. And, all insurance companies must be satisfactory to
      Lessor.

      (3) Any deductibles or self-insured retentions must be declared and
      acceptable to the Lessor. If the deductibles or self-insured retentions
      are unacceptable to the Lessor, the Lessee shall have the option of
      either: reducing or eliminating such deductibles or self-insured
      retentions as respects the Lessor, its officers, officials, and employees;
      or, procuring a bond guaranteeing payment of losses and related
      investigations, claim administration and defense expenses.

      (4) Lessor shall retain the right at any time to review the coverage,
      form, and amount of the insurance required hereby. If, in the opinion of
      Lessor, the insurance provisions in this Lease do not provide adequate
      protection for Lessor and/or for members of the public using the leased
      premises, Lessor may require Lessee to obtain insurance sufficient in
      coverage, form and amount to provide adequate protection. Lessor's
      requirements shall be reasonable but shall be designed to assure
      protection from and against the kind and extent of risk which exist at the
      time a change in insurance is required.

      (5) Lessor shall notify Lessee in writing of changes in the insurance
      requirements. With respect to changes in insurance requirements that are
      available from Lessee's then existing insurance carrier, Lessee shall
      deposit certificates evidencing acceptable insurance policies with Lessor
      incorporating such changes within sixty (60) days of receipt of such
      notice. With respect to changes in insurance requirements that are not
      available from Lessee's then existing insurance carrier, Lessee shall
      deposit certificates evidencing acceptable insurance policies with Lessor,
      incorporating such changes within one hundred twenty (120) days of receipt
      of such notice. In the event Lessee fails to deposit insurance
      certificates as required herein, this Lease shall be in default without
      further notice to Lessee, and Lessor shall be entitled to all legal
      remedies.

      (6) If Lessee fails or refuses to maintain insurance as required in this
      Lease, or fails to provide proof of insurance, Lessor has the right to
      declare this Lease in default without

                                       12






      further notice to Lessee and Lessor shall be entitled to exercise all
      legal remedies.

      (7) The procuring of such required policies of insurance shall not be
      construed to limit Lessee's liability hereunder, nor to fulfill the
      indemnification provisions and requirements of this Lease. Notwithstanding
      said policies of insurance, Lessee shall be obligated for the full and
      total amount of any damage, injury, or loss caused by negligence or
      neglect connected with this Lease or with the use or occupancy of the
      leased premises.

      (8) Lessee agrees not to use the premises in any manner, even if use is
      for purposes stated herein, that will result in the cancellation of any
      insurance Lessor may have on the premises or on adjacent premises, or that
      will cause cancellation of any other insurance coverage for the premises
      or adjoining premises. Lessee further agrees not to keep on the premises
      or permit to be kept, used, or sold thereon, anything prohibited by any
      fire or other insurance policy covering the premises. Lessee shall, at its
      sole expense, comply with any and all requirements, in regard to premises,
      of any insurance organization necessary for maintaining fire and other
      insurance coverage at reasonable cost.

31.  WAIVER: Any waiver by either party of any breach by the other party of any
one or more of the covenants, conditions, or agreements of this Lease shall not
be nor be construed to be a waiver of any subsequent or other breach of the same
or any other covenant, condition or agreement of this Lease, nor shall any
failure on the part of either party to require or exact full and complete
compliance by the other party with any of the covenants, conditions, or
agreements of this Lease be construed as in any manner changing the terms hereof
or preventing the enforcement in full of the provisions hereof. The subsequent
acceptance of rent hereunder by Lessor shall not be deemed to be a waiver of any
preceding breach by Lessee of any term, covenant, or condition of this Lease,
other than the failure of Lessee to pay the particular rental so accepted,
regardless of Lessor's knowledge of such preceding breach at the time of
acceptance of such rent.

37.  REMOVAL OF MATERIALS: Lessee hereby agrees that upon the expiration of this
Lease or the sooner termination as herein provided, it will remove within sixty
(60) days all ships, vessels, barges, hulls, debris, surplus and salvage
materials from the land and water area forming a part of or adjacent to the
leased premises, so as to leave the same in as good condition as when first
occupied by Lessee, subject to reasonable wear and tear; provided, however, that
if any said ships, vessels, barges, hulls, debris, surplus and salvage materials
shall not be so removed within sixty (60) days by the Lessee, Lessor may remove,
sell and destroy the same at the expense of Lessee and Lessee hereby agrees to
pay to Lessor the reasonable cost of such removal, sale or destruction; or at
the option of Lessor, the title to said ships, vessels, barges, hulls,


                                       13






debris, surplus and salvage materials not removed shall become the property of
Lessor without cost to Lessor and without any payment to Lessee.

During any period of time employed by Lessee under this Paragraph to remove
ships, vessels, barges, hulls, debris, surplus and salvage materials, or to test
for and/or remediate Contaminants as required in this Lease, Lessee shall
continue to pay the full rental to Lessor in accordance with this Lease which
said rental shall be prorated daily.

41.  EQUAL EMPLOYMENT OPPORTUNITY: Lessee agrees at all times to fully comply
with all applicable laws prohibiting discrimination against any person or class
of persons for employment because of race, color, religion, sex, handicap or
national origin and, shall take affirmative action to assure applicants are
employed and that employees are treated during employment without regard to
race, color, religion, sex, handicap or national origin. Except during the time
Lessee is exempt pursuant to written policy of Lessor, Lessee shall submit to
Lessor for review and approval a written affirmative action program to attain
improved employment for racial and ethnic minorities and women and during the
term of this Lease shall further make available employment records to Lessor
upon request. Lessee shall certify in writing to Lessor that Lessee is in
compliance and throughout the term of this Lease will comply with Title VII of
the Civil Rights Act of 1964, as amended, the California Fair Housing Act, and
any other applicable federal, state, and local law, regulation and policy
(including without limitation those adopted by Lessor) relating to equal
employment opportunity and affirmative action programs, including any such law,
regulation, and policy hereinafter enacted.

Compliance and performance by Lessee of the equal employment opportunity and
affirmative action program provision of this Lease is an express condition
hereof and any failure by Lessee to so comply and perform shall be a default as
provided in said Lease and Lessor may exercise any right as provided therein and
as otherwise provided by law.

43.  HAZARDOUS MATERIALS: Lessee shall comply with all laws regarding hazardous
substances, materials or wastes, or petroleum products or fraction thereof
(herein collectively referred to as 'Contaminants') relative to occupancy and
use of the leased premises. Lessee shall be liable and responsible for any
Contaminants arising out of the occupancy or use of the leased premises by
Lessee. Such liability and responsibility shall include, but not be limited to,
(i) removal from the leased premises any such Contaminants; (ii) removal from
any area outside the premises, including but not limited to surface and
groundwater, any such Contaminants generated as part of the operations on the
leased premises; (iii) damages to persons, property and the leased premises;
(iv) all claims resulting from those damages; (v) fines imposed by any
governmental agency, and (vi) any other liability as provided by law. Lessee
shall defend, indemnify and hold harmless the Lessor, its officials, officers,
agents, and

                                       14





employees from any and all such responsibilities, damages, claims, fines,
liabilities, including without limitation any costs, expenses and attorney's
fees therefor. Lessor shall have a direct right of action against Lessee even if
no third party has asserted a claim. Furthermore, Lessor shall have the right to
assign said indemnity.

If Lessee has in the past or continues to use, dispose, generate, or store
Contaminants on the leased premises, Lessor, or its designated representatives,
at Lessor's sole discretion, may at any time during the term of this Lease,
enter upon the premises and make any inspections, tests or measurements Lessor
deems necessary in order to determine if a release of Contaminants has occurred.
Lessor shall give Lessee a minimum of twenty-four (24) hours' notice in writing
prior to conducting any inspections or tests, unless, in Lessor's sole judgment,
circumstances require otherwise, and such tests shall be conducted in a manner
so as to attempt to minimize any inconvenience and disruption to Lessee's
operations. If such tests indicate a release of Contaminants, then Lessor, at
Lessor's sole discretion, may require Lessee, at Lessee's sole expense, and at
any time during the term of this Lease, to have tests for such Contaminants
conducted by a qualified party or parties on the leased premises. If Lessor has
reason to believe that any Contaminants that originated from a release on the
leased premises have contaminated any area outside the premises, including but
not limited to surface and groundwater, then Lessor, at Lessor's sole
discretion, may require Lessee, at Lessee's sole expense, and at any time during
the term of this Lease, to have tests for such Contaminants conducted by a
qualified party or parties on said area outside the leased premises.

The tests conducted by Lessee's qualified party shall include, but not be
limited to, applicable comprehensive soil, emission, or groundwater sampling
test or other procedures to determine any actual or possible contamination.
Lessee shall expeditiously, but no longer than thirty (30) days after Lessor's
request for such tests, furnish to Lessor the results of said tests, sampling
plans, and analysis thereof identifying any Contaminants which exceed then
applicable levels permitted by federal, state, or local laws. Lessee shall
report such contamination to the Lessor within seventy-two (72) hours and shall
diligently proceed to identify the extent of contamination, how it will be
remediated, when it will be remediated, by whom, and the cost of such
remediation.

                                       15







                           ABSTRACT OF LEASE AMENDMENT

C. ABSTRACT OF LEASE AMENDMENT NO. 1: This is the final paragraph and abstract
of Lease Amendment No. 1, dated DECEMBER 6th, 1994, between SAN DIEGO UNIFIED
PORT DISTRICT, Lessor, and NATIONAL STEEL AND SHIPBUILDING COMPANY, Lessee,
concerning the premises described in Exhibits 'A' and 'B', attached hereto and
by this reference made a part hereof.

For good and adequate consideration, Lessor leases the premises to Lessee, and
Lessee hires them from Lessor, for the term and on the provisions contained in
Lease dated October 22, 1991, recorded by the San Diego County Recorder's
Office as No. 77-538163, and this Lease Amendment No. 1, including, without
limitation, provisions prohibiting assignment, subleasing, and encumbering the
leasehold without the express written consent of Lessor in each instance, all
as more specifically set forth in said Lease and said Amendment, which are
incorporated in this abstract by this reference.

The term is fifty (50) years beginning January 1, 1991, and ending on
December 31, 2040. This Lease Amendment No. 1 shall become effective as of
December 1, 1994.

This abstract is not a complete summary of the Lease Amendment. Provisions in
the abstract shall not be used in interpreting the Lease Amendment provisions.
In the event of conflict between the abstract and other parts of the Lease
Amendment, the other parts shall control. Execution hereof constitutes
execution of the Lease Amendment itself.

APPROVED as to form                SAN DIEGO UNIFIED PORT DISTRICT
and legality



      DEC 6, 1994                  By /s/ DONALD E. HILLMAN, JR
---------------------------          ----------------------------------
                                        ASSISTANT Port Director

                                             DONALD E. HILLMAN, JR


Port Attorney                      NATIONAL STEEL AND SHIPBUILDING COMPANY
                                   A. W. Lutter, Jr.

  /s/ JOSEPH C. PATELLO            By /s/ A. W. Lutter, Jr.
---------------------------          ----------------------------------
      JOSEPH C. PATELLO               TITLE: Senior Vice President, Marketing 
      Port Attorney                          and Business Affairs






                                       16






                  (FOR USE BY SAN DIEGO UNIFIED PORT DISTRICT)



STATE OF CALIFORNIA)

COUNTY OF SAN DIEGO)


On December 13th, 1994 before me, Timothy A. Deuel, Notary Public, personally
appeared Donald E. Hillman, Jr., personally known to me to be the person whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.

WITNESS my hand and official seal.



Signature /s/ TIMOTHY A. DEUEL
          -----------------------
                                             [SEAL]
                                                   TIMOTHY A. DEUEL
                                                   COMM.# 1038251
                                             NOTARY PUBLIC - CALIFORNIA
                                                 SAN DIEGO COUNTY
                                             MY COMM. EXPIRES SEP 8, 1998




                                       17




      PARCEL NO. 1

      Commencing at Harbor Line Station No. 472 on the U.S. Bulkhead Line, as
      said U.S. Bulkhead Line is now established for the Bay of San Diego, and
      delineated on map entitled 'Harbor Lines, San Diego Bay, California, File
      No. (D.O. Series) 426,' approved by the Secretary of the Army, april 29,
      1963 and filed in the Office of the District Engineer, Los Angeles,
      California, said point also being on the westerly boundary of an area
      commonly known as the United States Naval Station, as said property is
      described in the grants to the United States of America by the City of San
      Diego by deeds dated December 1 , 1930, recorded March 21, 1932, in Book
      100, page 177 of Official Records, and dated July 17, 1940, recorded April
      30, 1943, in Book 1499, page 12 O.R., and dated May 18, 1949, recorded
      October 7, 1949, in Book 3344, page 309 O.R., and filed in the Office of
      the County Recorder, San Diego County, California; thence along said U.S.
      Naval Station boundary south 89 degrees 29' 03' east a distance of 
      87.80 feet; thence north 0 degrees 30' 57' east a distance of 228.56 feet 
      to the TRUE POINT OF BEGINNING of Parcel No. 1; thence leaving said U.S. 
      Naval Station boundary north 89 degrees 29' 03' west a distance of 7.24 
      feet; thence south 60 degrees 37' 30' west a distance of 23.74 feet; 
      thence north 85 degrees 32' 35' west a distance of 12.80 feet; thence 
      north 56 degrees 35' 56' west a distance of 25.90 feet; thence north 89 
      degrees 30' 26' west a distance of 300.07 feet; thence south 71 degrees 
      16' 35' west a distance of 1317.71 feet to a point of intersection with 
      the U.S. Pierhead Line, as said U.S. Pierhead Line is now established and 
      delineated on the above described Harbor Lines Map; thence along said 
      U.S. Pierhead Line north 56 degrees 20' 08' west a distance of 269.75 
      feet to a point hereinafter known and designated as Point 'A'; thence 
      leaving said U.S. Pierhead Line north 71 degrees 15' 38' east a distance 
      of 209.49 feet; thence north 18 degrees 25' 23' west a distance of 29.34 
      feet; thence north 76 degrees 04' 11' east a distance of 409.07 feet; 
      thence north 14 degrees 04' 19' west a distance of 176.96 feet; thence 
      south 75 degrees 59' 06' west a distance of 50.70 feet; thence north 11 
      degrees 54' 59' west a distance of 33.16 feet; thence north 66 degrees 
      39'0 0' east a distance of 357.83 feet; thence north 23 degrees 25' 07' 
      west a distance of 114.70 feet; thence south 66 degrees 40' 40' west a 
      distance of 347.70 feet; thence north 21 degrees 32' 06' west a distance 
      of 35.09 feet; thence north 66 degrees 50' 04' east a distance of 39.30 
      feet; thence north 23 degrees 17' 35' west a distance of 117.05 feet; 
      thence south 66 degrees 35' 50' west a distance of 135.67 feet; thence 
      north 23 degrees 26' 05' west a distance of 34.97 feet; thence north 66 
      degrees 27' 25' east a distance of 40.85 feet; thence north 23 degrees 
      18' 37' west a distance of 117.31 feet; thence south 66 degrees 34' 17' 
      west a distance of 38.40 feet; thence north 52 degrees 41' 02' west a 
      distance of 99.58 feet; thence north 36 degrees 38' 30' east a distance 
      of 280.78 feet; thence north 58 degrees 06' 09' west a distance of 235.80 
      feet; thence north 23 degrees 07' 04' east a distance of 44.65 feet; 
      thence north 65 degrees 55' 29' west a distance of 216.37 feet; thence 
      south 23 degrees 42' 13' west a




                                                            PAGE 1 OF 5


                                                                       
REVISED:
---------------------------------------------------------------------------------------------------------
DRAWN   BB/mn                      SAN DIEGO UNIFIED PORT DISTRICT           DATE 21 April , 1994
      --------------------                                                       -----------------
CHECKED   BOURKE                            TIDELAND LEASE                   SCALE
       -------------------           Within Corporate Limits of San Diego          ---------------
REVIEWED  [SIG]                 NATIONAL STEEL AND SHIPBUILDING COMPANY      REF.   4590
        ------------------                                                       -----------------
APPROVED                                                                             DRAWING NO.
        [SIG]                                                                        021-022
--------------------------
 DIRECTOR OF ENGINEERING


                                  EXHIBIT 'A'




      distance of 44.70 feet; thence south 70 degrees 48'21' west a distance of
      44.40 feet; thence south 20 degrees 32'27' west a distance of 62.22 
      feet; thence north 84 degrees 44'54' west a distance of 122.40 feet; 
      thence south 71 degrees 25'54' west a distance of 471.27 feet to the 
      beginning of a tangent curve concave to the north having a radius of 
      100.00 feet; thence westerly along the arc of said curve through a 
      central angle of 52 degrees 13'58' an arc distance of 91.16 feet to a 
      point which bears south 33 degrees 39'52' west from the center of said 
      100.00 foot radius curve; thence north 56 degrees 20'08' west a distance  
      of 257.01 feet; thence north 33 degrees 39'52' east a distance of 325.00
      feet to the beginning of a tangent curve concave to the west having a 
      radius of 48.00 feet; thence northerly along the arc of said curve 
      through a central angle of 35 degrees 20'04' an arc distance of 29.60 
      feet to a point of reverse curve the common radial of which bears north 
      88 degrees 19'48' east from the center of said 48.00 foot radius curve; 
      thence northerly along the arc of a 28.00 foot radius curve concave to 
      the east through a central angle of 35 degrees 20'04' an arc distance of 
      17.27 feet to a. point which bears north 56 degrees 20'08' west from the 
      center of said 28.00 foot radius curve; thence north 33 degrees 39'52' 
      east a distance of 116.65 feet to the beginning of a tangent curve 
      concave to the west having a radius of 48.00 feet; thence northerly 
      along the arc of said curve through a central angle of 90 degrees 00'00' 
      an arc distance of 75.40 feet to a point which bears north 33 degrees 
      39'52' east from the center of said 48.00 foot radius curve; thence 
      north 56 degrees 20'08' west a distance of 111.06 feet to the beginning 
      of a tangent curve concave to the east having a radius of 28.00 feet; 
      thence northerly along the arc of said curve through a central angle of 
      91 degrees 17'20' an arc distance of 44.61 feet to a point which bears 
      north 55 degrees 02'48' west from the center of said 28.00 foot radius 
      curve; thence north 34 degrees 57'12' east a distance of 173.29 feet to 
      a point of intersection with the southerly right of way line of Belt 
      Street; thence north 49 degrees 42'27' east a distance of 78.69 feet to 
      a point on the southerly line of a 100.0 foot wide Atchison, Topeka & Santa Fe Railway Company railroad right of way, said point also being a 
      point on a curve concave to the north having a radius of 1960.08 feet 
      the center of which bears north 22 degrees 00'00' east; thence easterly 
      along said 1960.08 foot radius curve and southerly railroad right of way 
      line through a central angle of 12 degrees 54'40' an arc distance of
      441.69 feet to a point which bears south 9 degrees 05'20' west from the
      center of said 1960.08 foot radius curve; thence south 80 degrees 54'40'
      east a distance of 875.13 feet to a point of intersection with the
      southerly right of way line of Harbor Drive, as said tideland portions of
      Harbor Drive are now established as and for a public street by the
      Documents of Conveyance on file in the Office of the District Clerk as
      Document No. 71; thence leaving said southerly railroad right of way line
      and along the southerly right of way line of Harbor Drive south 66 degrees
      47'43' east a distance of 63.75 feet; thence south 65 degrees 37'25' east
      a distance of 375.85 feet; thence south 80 degrees 56'13' east a distance
      of 243.49 feet to the

                                                            PAGE 2 OF 5


                                                                     
REVISED:
---------------------------------------------------------------------------------------------------------
DRAWN   BB/mn                      SAN DIEGO UNIFIED PORT DISTRICT           DATE 21 April 1994
      --------------------                                                       -----------------
CHECKED   BOURKE                            TIDELAND LEASE                   SCALE
       -------------------           Within Corporate Limits of San Diego          ---------------
REVIEWED  [SIG]                 NATIONAL STEEL AND SHIPBUILDING COMPANY      REF.   
        ------------------                                                       -----------------
APPROVED                                                                             DRAWING NO.
        [SIG]                                                                        021-022
--------------------------
 DIRECTOR OF ENGINEERING


                                   EXHIBIT 'A'




      beginning of a tangent curve concave to the southwest having a radius of
      1734.75 feet; thence leaving said southerly right of way line of Harbor
      Drive southeasterly along the arc of said 1734.75 foot radius curve
      through a central angle of 15 degrees 10'19' an arc distance of 459.36
      feet to a point of compound curve the common radial of which bears north
      24 degrees 14'06' east; thence southeasterly along the arc of a curve
      concave to the southwest having a radius of 82.35 feet, through a central
      angle of 49 degrees 40'01' an arc distance of 71.39 feet to a point of
      cusp, said point bears north 73 degrees 54'07' east from the center of
      said 82.35 foot radius curve; thence north 0 degrees 02'10' west a
      distance of 62.77 feet to a point on a curve concave to the southwest
      having a radius of 2600.00 feet the center of which bears south 20 degrees
      05'06' west, said point also lying on the said southerly right of way line
      of Harbor Drive; thence southeasterly along said 2600.00 foot radius curve
      and along the southerly right of way line of Harbor Drive through a
      central angle of 17 degrees 57'44' an arc distance of 815.10 feet; thence
      south 51 degrees 57'10' east a distance of 112.54 feet; thence south 51
      degrees 23'57' east a distance of 30.28 feet to a point of intersection
      with the Ordinary High Water Mark for the Bay of San Diego, as said
      Ordinary High Water Mark is shown on map entitled 'Map of the Lands
      Transferred to the San Diego Unified Port District Pursuant to Chapter 67,
      Statutes of 1962, 1st E.S., Vicinity of San Diego Bay, San Diego County,
      California', filed in the Office of the San Diego County Recorder May 28,
      1976, as Miscellaneous Map No. 564, File No. 76-164686; thence leaving
      said southerly right of way line of Harbor Drive and along said Ordinary
      High Water Mark south 50 degrees 56'42' east a distance of 72.56 feet;
      thence south 52 degrees 36'48' east a distance of 27.15 feet to a point of
      intersection with the said southerly right of way line of Harbor Drive;
      thence leaving said Ordinary High Water Mark and along said southerly
      right of way line of Harbor Drive south 51 degrees 23'57' east a distance
      of 67.18 feet; thence south 50 degrees 11'52' east a distance of 381.94
      feet; thence leaving said southerly right of way line of Harbor Drive
      south 24 degrees 21'56' west a distance of 61.53 feet to a point of
      intersection with a line that is parallel with and distant 8.60 feet
      northerly from the boundary of the above described U.S. Naval Station;
      thence along said 8.60 foot parallel line north 89 degrees 29'03' west a
      distance of 1103.19 feet to point of intersection with the northerly
      prolongation of the above described westerly boundary of the U.S. Naval
      Station; thence leaving said 8.60 foot parallel line and along the said
      northerly prolongation and the westerly boundary of the U.S. Naval Station
      south degrees 30'57' west a distance of 210.54 feet to the TRUE POINT OF
      BEGINNING of Parcel No. 1, containing 3,446,322 square feet or 79.12 acres
      of tideland area.



                                                            PAGE 3 OF 5


                                                                     
REVISED:
---------------------------------------------------------------------------------------------------------
DRAWN   BB/mn                      SAN DIEGO UNIFIED PORT DISTRICT           DATE 21 April 1994
      --------------------                                                       -----------------
CHECKED   BOURKE                            TIDELAND LEASE                   SCALE
       -------------------        Within Corporate Limits of San Diego             ---------------
REVIEWED  [SIG]                 NATIONAL STEEL AND SHIPBUILDING COMPANY      REF.   4590
        ------------------                                                       -----------------
APPROVED                                                                             DRAWING NO.
        [SIG]                                                                        021-022
--------------------------
 DIRECTOR OF ENGINEERING



                                   EXHIBIT 'A'





      PARCEL NO. 2

      Beginning at the above described Point 'A', said Point 'A' lying on the
      above described U.S. Pierhead Line north 56 degrees 20'08' west and
      distant 1288.48 feet from Harbor Line Station No. 479, said Point 'A' also
      being the TRUE POINT OF BEGINNING of Parcel No. 2; thence north 56 degrees
      20'08' west along said U.S. Pierhead Line a distance of 200.00 feet to a
      point hereinafter known and designated as Point 'B'; thence leaving said
      U.S. Pierhead Line north 71 degrees 15'38' east a distance of 441.73 feet;
      thence north 56 degrees 20'08' west a distance of 500.00 feet; thence
      south 71 degrees 15'38' west a distance of 441.73 feet to a point of
      intersection with said U.S. Pierhead Line; thence along said U.S. Pierhead
      Line north 56 degrees 20'08' west a distance of 756.65 feet to a point of
      intersection with the easterly property line of an area now under lease to
      Southwest Marine, Inc.; thence leaving said U.S. Pierhead Line and along
      said easterly property line north 33 degrees 39'52' east a distance of
      427.42 feet to a point of intersection with the above described Parcel No.
      1; thence leaving said property line of Southwest Marine, Inc. leasehold
      along said Parcel No. 1 south 56 degrees 20'08' east a distance of 229.51
      feet to the beginning of a tangent curve concave to the north having a
      radius of 100.00 feet; thence easterly along the arc of said curve through
      a central angle of 52 degrees 13'58' an arc distance of 91.16 feet; thence
      north 71 degrees 25'54' east a distance of 471.27 feet; thence south 84
      degrees 44'54' east a distance of 122.40 feet; thence north 20 degrees
      32'27' east a distance of 62.22 feet; thence north 70 degrees 48'21' east
      a distance of 44.40 feet; thence north 23 degrees 42'13' east a distance
      of 44.70 feet; thence south 65 degrees 55'29' east a distance of 216.37
      feet; thence south 23 degrees 07'04' west a distance of 44.65 feet; thence
      south 58 degrees 06'09' east a distance of 235.80 feet; thence south 36
      degrees 38'30' west a distance of 280.78 feet; thence south 52 degrees
      41'02' east a distance of 99.58 feet; thence north 66 degrees 34'17' east
      a distance of 38.40 feet; thence south 23 degrees 18'37' east a distance
      of 117.31 feet; thence south 66 degrees 27'25' west a distance of 40.85
      feet; thence south 23 degrees 26'05' east a distance of 34.97 feet; thence
      north 66 degrees 35'50' east a distance of 135.67 feet; thence south 23
      degrees 17'35' east a distance of 117.05 feet; thence south 66 degrees
      50'04' west a distance of 39.30 feet; thence south 21 degrees 32'06' east
      a distance of 35.09 feet; thence north 66 degrees 40'40' east a distance
      of 347.70 feet; thence south 23 degrees 25'07' east a distance of 114.70
      feet; thence south 66 degrees 39'00' west a distance of 357.83 feet;
      thence south 11 degrees 54'59' east a distance of 33.16 feet; thence north
      75 degrees 59'06' east a distance of 50.70 feet; thence south 14 degrees
      04'19' east a distance of 176.96 feet; thence south 76 degrees 04'11' west
      a distance of 409.07 feet; thence south 18 degrees 25'23' east a distance
      of 29.34 feet; thence south 71 degrees 15'38' west a distance of 209.49
      feet to the TRUE POINT OF BEGINNING of Parcel No. 2, containing 1,112,046
      square feet or 25.53 acres of water covered area.



                                                                 PAGE 4 OF 5


                                                                       
REVISED:
---------------------------------------------------------------------------------------------------------
DRAWN   BB/mn                      SAN DIEGO UNIFIED PORT DISTRICT           DATE 21 April 1994
      --------------------                                                       -----------------
CHECKED   BOURKE                            TIDELAND LEASE                   SCALE
       -------------------       Within Corporate Limits of San Diego              ---------------
REVIEWED  [SIG]                 NATIONAL STEEL AND SHIPBUILDING COMPANY      REF.   4590
        ------------------                                                       -----------------
APPROVED                                                                             DRAWING NO.
        [SIG]                                                                        021-022
--------------------------
 DIRECTOR OF ENGINEERING


                                   EXHIBIT 'A'









      PARCEL NO. 3

      Beginning at the True Point of Beginning of the above described Parcel No.
      1, said point also being the TRUE POINT OF BEGINNING of Parcel No. 3, and
      lying on the above described westerly boundary of the U.S. Naval Station;
      thence along said U.S. Naval Station boundary south 0 degrees 30'57' west
      a distance of 228.56 feet; thence north 89 degrees 29'03' west a distance
      of 87.80 feet to Harbor Line Station No. 472 on the above described U.S.
      Bulkhead Line; thence continuing along said U.S. Naval Station boundary
      south 41 degrees 44'47' west a distance of 1010.16 feet to Harbor Line
      Station No. 479 on the above described U.S. Pierhead Line; thence leaving
      said U.S. Naval Station boundary and along said U.S. Pierhead Line north
      56 degrees 20'08' west a distance of 1018.74 feet to a point of
      intersection with the most southerly line of the above described Parcel
      No. 1; thence leaving said U.S. Pierhead Line and along said southerly
      line of said Parcel No. 1 north 71 degrees 16'35' east a distance of
      1317.71 feet; thence south 89 degrees 30'26' east a distance of 300.07
      feet; thence south 56 degrees 35'56' east a distance of 25.90 feet; thence
      south 85 degrees 32'59' east a distance of 12.80 feet; thence north 60
      degrees 37'30' east a distance of 23.74 feet; thence south 89 degrees
      29'03' east a distance of 7.24 feet to the TRUE POINT OF BEGINNING of
      Parcel No. 3, containing 764,703 square feet or 17.56 acres of water
      covered area.

      PARCEL NO. 4

      Beginning at Point 'B' as described in the above Parcel No. 2, said Point
      'B' lying on the above described U.S. Pierhead Line north 56 degrees
      20'08' west and distant 1488.48 feet from Harbor Line Station No. 479,
      said Point 'B' also being the TRUE POINT OF BEGINNING of Parcel No. 4;
      thence along the said U.S. Pierhead Line north 56 degrees 20'08' west a
      distance of 500.00 feet to a point of intersection with said Parcel No. 2,
      thence leaving said U.S. Pierhead Line and along said Parcel No. 2 north
      71 degrees 15'38' east a distance of 441.73 feet; thence south 56 degrees
      20'08' east a distance of 500.00 feet; thence south 71 degrees 15'38' west
      a distance of 441.73 feet to the TRUE POINT OF BEGINNING of Parcel No. 4,
      containing 175,000 square feet or 4.02 acres of water covered area.

      The above described areas are those delineated on Drawing No. 021-022,
      Sheets 1, 2, and 3, dated 21 April 1994, and made a part of this
      agreement.


                                                            PAGE 5 OF 5



                                                                      
REVISED:
---------------------------------------------------------------------------------------------------------
DRAWN   BB/mn                      SAN DIEGO UNIFIED PORT DISTRICT           DATE 21 April 1994
      --------------------                                                       -----------------
CHECKED   BOURKE                            TIDELAND LEASE                   SCALE
       -------------------       Within Corporate Limits of San Diego              ---------------
REVIEWED  [SIG]                 NATIONAL STEEL AND SHIPBUILDING COMPANY      REF.   4590
        ------------------                                                       -----------------
APPROVED                                                                             DRAWING NO.
        [SIG]                                                                        021-022
--------------------------
 DIRECTOR OF ENGINEERING



                                   EXHIBIT 'A'







                                     [MAP]






                                                                     
REVISED:
---------------------------------------------------------------------------------------------------------
DRAWN   K.A./B.B.                  SAN DIEGO UNIFIED PORT DISTRICT           DATE 21 APR. 1994
      --------------------                                                       -----------------
CHECKED   BOURKE                            TIDELAND LEASE                   SCALE   AS SHOWN
       -------------------       WITHIN CORPORATE LIMITS OF SAN DIEGO              ---------------
REVIEWED  [SIG]                 NATIONAL STEEL AND SHIPBUILDING COMPANY      REF.   2516-B,2E-21
        ------------------                                                       -----------------
APPROVED                                                                             DRAWING NO.
        [SIG]                                                                        021-022
--------------------------                                                           SHT. 1 OF 3
 DIRECTOR OF ENGINEERING




                                   EXHIBIT 'B'




                                     [MAP]








                                                                      
REVISED:
---------------------------------------------------------------------------------------------------------
DRAWN   K.A./B.B.                  SAN DIEGO UNIFIED PORT DISTRICT           DATE 21 Apr. 1994
      --------------------                                                       -----------------
CHECKED   BOURKE                            TIDELAND LEASE                   SCALE
       -------------------           WITHIN CORPORATE LIMITS OF SAN DIEGO          ---------------
REVIEWED  [SIG]                 NATIONAL STEEL AND SHIPBUILDING COMPANY      REF.   2516-B, 2E-21
        ------------------                                                       -----------------
APPROVED                                                                             DRAWING NO.
        [SIG]                                                                        021-022
--------------------------                                                           SHT. 2 OF 3
 DIRECTOR OF ENGINEERING



                                  EXHIBIT 'B'









                                     [MAP]








                                                                      
REVISED:
---------------------------------------------------------------------------------------------------------
DRAWN   K.A./B.B.                  SAN DIEGO UNIFIED PORT DISTRICT           DATE 21 Apr. 1994
      --------------------                                                       -----------------
CHECKED   BOURKE                            TIDELAND LEASE                   SCALE
       -------------------           WITHIN CORPORATE LIMITS OF SAN DIEGO          ---------------
REVIEWED  [SIG]                 NATIONAL STEEL AND SHIPBUILDING COMPANY      REF.   2516-B, 2E-21
        ------------------                                                       -----------------
APPROVED                                                                             DRAWING  NO.
        [SIG]                                                                        021-022
--------------------------                                                           SHT. 3 OF 3
 DIRECTOR OF ENGINEERING



                                  EXHIBIT 'B'











                     EXAMPLES OF REAL PROPERTY IMPROVEMENTS

1.    New buildings, or permanent structures, or alterations, or additions to
      existing buildings or permanent structures.

2.    Fill, wharfs, or bridges over existing water area, or dredging of existing
      land area.

3.    Piers, docks, or inclined building ways, or improvements or upgrades of
      such facilities to facilitate berthing of ships, such as permanent
      fenders, mooring bitts, dredging (in excess of maintenance dredging),
      structural upgrades, browing and boarding tower systems, and utility
      facilities, (such as fresh water and salt water, steam, air, gas, electric
      power, and sewage connections).

4.    New graving dock(s) or improvements to existing graving docks; which would
      include items similar to those listed in No. 3 above, plus improvements to
      pumping system, periodic major overhaul of the caisson, and major
      preservation systems for graving dock walls.

5.    Improvements and upgrades of facilities on piers to facilitate connections
      from and operation of floating dry dock.

6.    Improvements and upgrades of permanent utility systems (such as electrical
      distribution, gas distribution, compressed air systems, water, fire mains,
      and sewage systems).

7.    Platens (a structure which is a special work station built on engineered,
      level reinforced concrete foundations to facilitate the weld-assembly of
      major ship structural assemblies) with various special outfitting items
      such as pin jigging turning jigs and straight ribs.

8.    Roads, paving, curbs, crane rails and foundations, fixed conveyor systems,
      and other feeder systems for transportation of materials.

9.    Ground cover as ordered by Lessor.

10.   Other permanent improvements, fixtures, and equipment, which can be fully
      depreciated within the term of this Lease.

This list is not exclusive or exhaustive of those improvements which qualify for
credit under Paragraph 4(a) of this Lease, but is for example only. Items listed
are not approved for construction. Any proposed construction must be submitted
as required by Lease provisions.

                                  EXHIBIT 'C'