{"id":42125,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/capital-construction-fund-agreement-us-department-of11.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"capital-construction-fund-agreement-us-department-of11","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/capital-construction-fund-agreement-us-department-of11.html","title":{"rendered":"Capital Construction Fund Agreement &#8211; US Department of Transportation, Maritime Administration, and National Steel and Shipbuilding Co."},"content":{"rendered":"<pre>                                                                  Addendum No. 6\n                                                         Contract No. MA\/CCF-478\n\n                                   ADDENDUM TO\n                             MARITIME ADMINISTRATION\n                       CAPITAL CONSTRUCTION FUND AGREEMENT\n                                      WITH\n                     NATIONAL STEEL AND SHIPBUILDING COMPANY\n\n          THIS AGREEMENT is made by and between the MARITIME ADMINISTRATOR (the\n'Administrator'), and NATIONAL STEEL AND SHIPBUILDING COMPANY, a citizen of the\nUnited States (the 'Contractor'), as an addendum to that certain Capital\nConstruction Fund ('CCF') Agreement Contract No. MA\/CCF-478 (the 'Agreement').\n\n         WHEREAS:\n\n         1. The Administrator and the Contractor entered into the Agreement on\nSeptember 13, 1988, under Section 607 of the Merchant Marine Act, 1936, as\namended (the 'Act'); and\n\n         2. The Contractor and its parent company NASSCO Holdings, Incorporated\n('NHI') have been acquired by General Dynamics Corporation ('General Dynamics')\nand are now wholly-owned subsidiaries of General Dynamics.\n\n         3. The parties hereto desire to amend the Agreement as set forth in\nthis Addendum.\n\n         NOW, THEREFORE, in consideration of the premises, the Administrator and\nthe Contractor agree as follows:\n\n         I. The Agreement will now become a consolidated Agreement with General\nDynamics as the new Contractor and shall include only those parties listed under\nAttachment I. The defined term 'Party' shall mean any or all of National Steel\nand Shipbuilding Company, NHI, Bath Iron Works, or American Overseas, as the\ncase may be.\n\n\n\n                                       2\n\n         II. The Agreement is amended by terminating the approval of the\nContractor's commercial paper program and deleting it from the Agreement.\n\n         III. Section 7(A) of the Agreement, including any referenced documents\ntherein, is hereby deleted and replaced with the following, including any\nreferenced documents herein:\n\n          '(A) The Party, at its discretion, may invest fund assets in third\n          party receivables of General Dynamics Corporation, or of its other\n          affiliates, assigned to the Party for that purpose, from progress\n          payment billings contracts, and under other contracts, with the\n          collection of such receivables to be guaranteed by the General\n          Dynamics Corporation if necessary to cause such receivables to be\n          'qualified investments,' and in other investments which are 'qualified\n          investments' under Maritime Administration rules and regulations, as\n          they exist at the present time or as they may be amended. Investments\n          in third party receivables of General Dynamics Corporation and its\n          affiliates shall be made pursuant to the terms and procedures of the\n          form of the Receivables Purchase and Sale Agreement and included\n          Exhibits, attached hereto as Appendix I.'\n\n         IV. The existing Schedule B to the Agreement is replaced by the\nattached revised Schedule B which: (A) deletes the construction of two 500\npassenger cruise vessels; (B) increases the estimated vessel cost of the two\nRoll-on\/Roll-off Trailer Vessels from $135 million each to $175 million each;\nand (C) adds the construction of four high speed Roll-on\/Roll-off container\nships and four container ships as qualified program objectives.\n\n          V. The existing Schedule C to the Agreement is replaced by the\nattached revised Schedule C which updates the list of qualified depositories\nunder the Agreement.\n\n          VI. Except as herein otherwise expressly provided, the Agreement, as\nheretofore amended, shall remain in full force and effect.\n\n\n\n                                       3\n\n         IN WITNESS WHEREOF, the parties have executed this Addendum No. 6 in\nfour counterparts, effective as of the 16th day of August, 1999.\n\n(SEAL)                                  UNITED STATES OF AMERICA\n                                        SECRETARY OF TRANSPORTATION\n                                        MARITIME ADMINISTRATOR\n\nATTEST\n\nBy:            [SIG]                    By:            [SIG]\n     ---------------------------             ---------------------------\n             Secretary                          Contracting Officer\n\n(SEAL)                                  NATIONAL STEEL AND SHIPBUILDING\n                                          COMPANY\n\nATTEST\n\nBy:  \/s\/ E. A. Murray                   By:  \/s\/ R. H. Vortmann\n     ---------------------------             ---------------------------\n\nName:    E. A. Murray                   Name:    R. H. Vortmann\n     ---------------------------             ---------------------------\n          (print or type)                         (print or type)\n\nTitle:   Assistant Secretary            Title:   President\n     ---------------------------             ---------------------------\n          (print or type)                         (print or type)\n\n\n\n\n                                       4\n\n\n\n\n(SEAL)                                  GENERAL DYNAMICS CORPORATION\n\nATTEST\n\n                                     \nBy:      \/s\/ Margaret N. House          By:      \/s\/ L. Hugh Redd\n     ---------------------------             ---------------------------\n\nName:    Margaret N. House              Name:    L. Hugh Redd\n     ---------------------------             ---------------------------\n          (print or type)                         (print or type)\n\nTitle:   Asst. Secretary                Title:   Staff Vice President and Assistant Treasurer\n     ---------------------------             ---------------------------\n          (print or type)                         (print or type)\n\nApproved as to form:\n\nBy:            [SIG]\n     ---------------------------\n        Assistant Chief Counsel\n        Maritime Administration\n\n\n\n\n                                                                    ATTACHMENT I\n                          GENERAL DYNAMICS CORPORATION\n                             CONSOLIDATED COMPANIES\n\nNational Steel and Shipbuilding Company\nNASSCO Holdings, Incorporated\nBath Iron Works\nAmerican Overseas Marine\n\n\n\n                                                              Revised Schedule B\n                                                                      MA\/CCF-478\n\n                           SCHEDULE B\n\n                           PROGRAM OBJECTIVES\n\n                           ACQUISITION OR CONSTRUCTION OF VESSELS\n\n\n\n                                                                             Amount to\n            Vessel                                                           be          Approx.    Approx.   Anticipated\nProgram     Name                                                             Withdrawn   Date       Date      Area\nObjective   and        General                               Vessel          from Fund   of         of        of\nNumber      Number     Characteristics                       Cost (Approx.)  (Approx.)   Contract   Delivery  Operation\n----------- ---------- ------------------------------------- --------------- ----------- ---------- --------- ---------------\n                                                                                         \n1           Unknown    Three 140,000 DWT Product Tankers     $200 million    $80         1st qtr              Non-Contiguous\n                                                             each            million     2000       2002      Trade\n\n2           Unknown    Two Roll-on Roll-off Trailer Vessels  $175 million    $80         3rd qtr              Non-Contiguous\n                                                             each            million     1999       2002      Trade\n\n3           Unknown    Four High Speed Roll-on Roll-off      $300 million    $80         3rd qtr              Non-Contiguous\n                       Container Ships                       each            million     1999       2002      Trade\n\n\n4           Unknown    Four Container Ships                  $100 million    $80         4th qtr              Non-Contiguous\n                                                             each            million     1999       2001      Trade and\n                                                                                                              Puerto Rico\n\n\n\n                                                              Revised Schedule C\n                                                                      MA\/CCF-478\n\n                                   SCHEDULE C\n\n                                  DEPOSITORIES\n\n\n\nNAME AND ADDRESS(1)                     ACCOUNTS\n----------------------------------------------------------------------------\n                                     \nBank of America                         Investment Account\n1000 South Tryon St.                    established pursuant to\nCharlotte, NC 28255                     46 C.F.R. Section 390.7\n\nBank One                                Investment Account\nOne First National Plaza                established pursuant to\nChicago, IL 60670                       46 C.F.R. Section 390.7\n\nCitibank N.A.                           Investment Account\n153 E. 53rd Street                      established pursuant to\nNew York, NY 10043                      46 C.F.R. Section 390.7\n\nMellon Bank N.A.                        Investment Account\n4 Mellon Bank Ctr.                      established pursuant to\nPittsburgh, PA 15259                    46 C.F.R. Section 390.7\n\nThe Bank of New York                    Investment Account\nOne Wall Street                         established pursuant to\nNew York, NY 10286                      46 C.F.R. Section 390.7\n\nThe Northern Trust Company              Investment Account\n50 South LaSalle Street                 established pursuant to\nChicago, IL 60675                       46 C.F.R. Section 390.7\n\nFirst Union National Bank               Investment Account\nOne First Union Center                  established pursuant to\nCharlotte, NC 28288                     46 C.F.R. Section 390.7\n\nWachovia Bank N.A.                      Investment Account\n100 North Main Street                   established pursuant to\nWinston-Salem, NC 27150                 46 C.F.R. Section 390.7\n\n\n-------------------------\n\n         1 The addresses set forth below represent the main office of each\ndepository. The actual branch office used for deposits may vary.\n\n\n\n\n\n\n\n\n\n\n\n[EXECUTION FORM)                                                     APPENDIX  I\n\n                            RECEIVABLES PURCHASE AND\n                             SALE AGREEMENT BETWEEN\n                          GENERAL DYNAMICS CORPORATION\n                                       AND\n                              (QUALIFIED AFFILIATE)\n\n         THIS AGREEMENT made on ___________, 19____, by and between GENERAL\nDYNAMICS CORPORATION, a corporation organized and existing under the laws of the\nState of Delaware ('General Dynamics') and (Qualified Affiliate).\n\n         WITNESSETH:\n\n         WHEREAS:\n\n         1. General Dynamics is engaged directly, and through subsidiary and\naffiliated corporations (collectively such subsidiary and affiliated\ncorporations being referred to herein as 'Affiliates'), in the businesses of\nbuilding ships for the U.S. Government and privately and publicly held\ncorporations.\n\n         2. The monies earned from these activities are received by General\nDynamics, and\/or its Affiliates, under various forms of contracts for the most\npart involving progress payments, dependent upon the state of completion of the\nprojects, the proceeds of which are generally subject to assignment.\n\n         3. General Dynamics maintains a consolidated capital construction fund\n(the 'Fund') within the meaning of Section 607 of the Merchant Marine Act, 1936,\nas amended (the 'Act') pursuant to the terms of an original agreement between\nNASSCO and the Maritime Administration, Department of Transportation, dated as\nof September 14, 1988, as amended (the 'Agreement'), and desires to invest and\nreinvest certain monies or the proceeds of property deposited and to be\ndeposited, from time to time, into the Fund in an undivided interest in Eligible\nReceivables held by General Dynamics or any Qualified Affiliate, as such terms\nare defined below.\n\n         4. (General Dynamics or Qualified Affiliate) proposes to sell and\nGeneral Dynamics proposes to purchase, for the account of the Fund, an undivided\ninterest in Eligible Receivables arising from time to time and held by (General\nDynamics or Qualified Affiliate).\n\n         NOW THEREFORE, in consideration of the premises and the mutual\npromises, and subject to the terms and conditions hereinafter set forth, it is\nhereby agreed:\n\n         1. ELIGIBLE RECEIVABLES. Subject to the limitations of paragraph 2\n(investment, share, percentage), General Dynamics may purchase from time to time\nfrom any itself or any Qualified Affiliate for the account of the Fund an\nundivided interest in Eligible Receivables. An 'Eligible Receivable' shall be an\nevidence of indebtedness of the United States of America, or any instrumentality\nor agency thereof, or of any party organized under the laws of the United States\nor a state thereof, unrelated to General Dynamics or any of its Affiliates,\npayable in\n\n\n\n\n\n\n\nUnited States dollars and acquired by General Dynamics or any Qualified\nAffiliate in the ordinary course of business. Notwithstanding the foregoing, an\nAffiliate shall qualify to sell evidences of indebtedness to General Dynamics\nfor the account of the Fund under this Agreement ('Qualified Affiliate') only\nupon delivery of a written instrument agreeing to (i) authorize General Dynamics\nto act on its behalf where appropriate or required hereunder, (ii) perform any\nof the acts that General Dynamics has agreed hereunder to cause such Affiliate\nto perform, and (iii) otherwise bound by the terms of this Agreement.\n\n         2. INVESTMENT, SHARE AND PERCENTAGE. The cumulative dollar amount paid\nor consideration given by General Dynamics hereunder for the purchase of an\nundivided interest in Eligible Receivables from General Dynamics ('General\nDynamics Receivables') or from any Qualified Affiliate ('Affiliate Receivables')\nless, in each case,-the proceeds received by the Fund upon any sale of such\nundivided interest as described in paragraph 13 (REPURCHASE) is hereinafter\nreferred to as 'General Dynamics Investment' or 'Affiliate Investment,'\nrespectively, (collectively 'Investment'). The Fund's undivided interest,\nexpressed as a dollar amount, in General Dynamics Receivables or Affiliate\nReceivables is hereinafter referred to individually as 'General Dynamics Share'\nor 'Affiliate Share', respectively (collectively 'share'), and in each case\nshall at any time be equal to General Dynamics Investment or Affiliate\nInvestment, as the case may be, multiplied by the sum of one plus the Discount\nFactor (as defined below) applicable thereto. The Fund's undivided interest,\nexpressed as a percentage, in General Dynamics Receivables or Affiliate\nReceivables, is hereinafter referred to as 'General Dynamics Percentage' or\n'Affiliate Percentage', respectively, and in each case shall at any time be\nequal to General Dynamics Share or an Affiliate Share, as the case may be,\ndivided by the face value of General Dynamics Receivables or the applicable\nAffiliate Receivables, respectively.\n\n         3. ELECTION AND ASSIGNMENT. If General Dynamics elects to purchase\nEligible Receivables initially or from time to time, on behalf of the Fund, it\nshall execute and deliver an instrument of election ('Election') in the form set\nforth in Exhibit A to General Dynamics or the applicable Qualified Affiliate, as\nthe case may be, not less than two business days prior to the requested\neffective date thereof. Pursuant to the Election, General Dynamics will sell,\ntransfer, and assign to NASSCO, in the case of General Dynamics Receivables, and\nwill cause the applicable Qualified Affiliate to sell, transfer and assign to\nGeneral Dynamics, in the case of Affiliate Receivables, in each case on behalf\nof the Fund, an undivided interest in such Eligible Receivables. The sale,\ntransfer and assignment shall be evidenced by execution of an instrument of\nassignment ('Assignment') in the form set forth in Exhibit B. A copy of each\nAssignment shall be delivered to the Fund depository as evidence of the Fund's\ninvestment in accordance with Section 607(c) of the Merchant Marine Act, 1936,\nas amended. The initial or any change in the level of either General Dynamics\nInvestment or Affiliate Investment, respectively, shall be distinguished from\nthe periodic reinvestment of any General Dynamics Share or Affiliate Share as\ndescribed in paragraph 9 (ONGOING REINVESTMENT), which shall require no Election\nor Assignment\n\n         4. TITLE. From the time of General Dynamics' initial purchase of Share\nthrough any adjustment in such Share from time to time, such Share shall be and\nbecome the exclusive property of the Fund.\n\n                                        2\n\n\n\n\n\n         5.   AGENCY.\n\n         (a)  Possession and Records. With respect to all Eligible Receivables\n              in which the Fund owns an undivided interest from time to time,\n              General Dynamics shall, in the case of General\n              Dynamics-Receivables, and shall cause the applicable Qualified\n              Affiliate, in the case of Affiliate Receivables, in each acting as\n              agent on behalf of General Dynamics and the Fund, to maintain\n              physical possession of the Eligible Receivables and all records\n              pertaining thereto, which records shall indicate in writing that\n              the Fund has an undivided interest in the Eligible Receivables and\n              shall be sufficient to distinguish the Fund's interest therein\n              from General Dynamics's or such Qualified Affiliate's remaining\n              interest.\n\n         (b)  Collection. Subject to the exercise of reasonable business\n              judgment, General Dynamics shall, in the case of General Dynamics\n              Receivables, and shall cause the applicable Qualified Affiliate,\n              in the case of Affiliate Receivables, to use reasonable efforts to\n              process and collect Eligible Receivables in the same manner and\n              with the same diligence as it or such Qualified Affiliate\n              processes and collects its other receivables. In addition General\n              Dynamics shall in its own name, in the case of General Dynamics\n              Receivables, and shall cause the applicable Qualified Affiliate,\n              in the case of Affiliate Receivables, to (i) endeavor to collect,\n              or cause to be collected, from its customers or those of the\n              applicable Qualified Affiliate as and when due any and all amounts\n              owing under or on account of Eligible Receivables, and (ii) take,\n              or cause to be taken, such action to enforce rights under any such\n              Eligible Receivables as it or such Qualified Affiliate deems\n              reasonably proper.\n\n         (c)  Collection Agencies: Compliance with Law. General Dynamics or any\n              Qualified Affiliate may employ collection agencies or others to\n              collect defaulted Eligible Receivables. In acting with respect to\n              Eligible Receivables, General Dynamics will and will cause each\n              Qualified Affiliate to comply with all laws, official rulings and\n              regulations and will indemnify and hold the Fund harmless from and\n              against any and all penalties or losses which might be incurred by\n              the Fund as the result of General Dynamics's or any Qualified\n              Affiliate's negligence or failure to comply therewith.\n\n         (d)  Enforcement by the Fund. The Fund will take any action to collect\n              Eligible Receivables or to otherwise enforce the Fund's legal\n              interest therein, unless General Dynamics has made a determination\n              not to or is unable to, or does not cause the applicable Qualified\n              Affiliate to or such Qualified Affiliate is unable to proceed for\n              collection and does not otherwise hold the Fund harmless through\n              the operation of paragraph 12 (UNCOLLECTIBLE RECEIVABLES). In no\n              event shall the Fund take any action to collect any Eligible\n              Receivables of the United States of America or any agency or\n              instrumentality thereof which have not been assigned in accordance\n              with the Assignment of Claims Act\n\n         (e)  Servicing Costs. General Dynamics will reimburse each Qualified\n              Affiliate, as appropriate, on a monthly basis, but not from the\n              Fund, for the performance of\n\n                                        3\n\n\n\n\n\n              services required by this paragraph in an amount equal to the\n              actual costs incurred in connection with such services as\n              determined from time to time (i) for the General Dynamics\n              Receivables by multiplying such costs by the General Dynamics\n              Percentage of the General Dynamics Receivables owned by the Fund,\n              and (ii) for each Affiliate's Receivables by multiplying such\n              costs by such Affiliate's Percentage of such Affiliate Receivables\n              owned by the Fund. General Dynamics shall, in the case of General\n              Dynamics Receivables, and shall cause the applicable Qualified\n              Affiliate, in the case of Affiliate Receivables, to keep records\n              reasonably required to allow NASSCO to verify any amounts charged\n              hereunder.\n\n         (f)  Power of Attorney. General Dynamics, on behalf of itself and the\n              Fund, hereby grants to each Qualified Affiliate, as appropriate,\n              an exclusive power of attorney to process and collect the interest\n              of the Fund in Eligible Receivables, which shall be revocable only\n              if such Qualified Affiliate is unable to proceed for collection\n              and does not otherwise hold the Fund harmless through the\n              operation of paragraph 12 (UNCOLLECTIBLE RECEIVABLES).\n\n         6.   Audit. General Dynamics shall, in the case of General Dynamics\n              Receivables, and shall cause the applicable Qualified Affiliate,\n              in the case of Affiliate Receivables, to (a) maintain such\n              documents in accordance with its regular practice as may be\n              required for the collection of Eligible Receivables; (b) maintain\n              such accounts and other records as will enable it to determine\n              upon request the status of the Fund's General Dynamics Share or\n              Affiliate Share; (c) permit, on reasonable notice and during\n              normal business hours, the inspection, auditing, checking and\n              making abstracts from General Dynamics's and such Qualified\n              Affiliate's accounts, records, correspondence and other papers\n              pertaining to Eligible Receivables; and (d) deliver, upon request\n              copies of any of such accounts, records, correspondence and other\n              papers as it may reasonably deem essential with respect to\n              Eligible Receivables.\n\n           7. ACCOUNT1NG MONTH. This Agreement shall be administered on the\n              basis of NASSCO's accounting month. The last business day of each\n              accounting month shall constitute an 'Account Clearing Date.'\n              General Dynamics shall, in the case of General Dynamics\n              Receivables, and shall cause the applicable Qualified Affiliate,\n              in the case of Affiliate Receivables, to develop data, analyses\n              and reports in accordance with paragraph 8 (DISCOUNT) as of each\n              Account Clearing Date. These data, analyses and reports shall be\n              provided no later than the Account Clearing Date for the\n              subsequent month. If any change in the level of Investment occurs\n              on a day other than an Account Clearing Date, then for purposes of\n              all calculations, sales, collections and expenses shall be deemed\n              to have occurred ratably over the month.\n\n           8. DISCOUNT. Purchases for the account of the Fund with respect to\n              each of the General Dynamics Receivables or any Affiliate\n              Receivables, as the case may be, shall be for a consideration\n              equal to an amount which is lower than the applicable General\n              Dynamics Share or Affiliate Share by the amount of a\n\n                                        4\n\n              'Discount' (as defined below), which reflects the expected days to\n              collect such General Dynamics Receivables or Affiliate Receivables\n              ('Contract Collection Days') and the 'Rate' (as defined below).\n              The Discount with respect to each of the General Dynamics\n              Receivables and any Affiliate Receivables, as the case may be,\n              shall be separately determined in the following manner\n\n              (a)   Contract Collection Days shall initially be set at 45 days,\n                    which is the current estimate of the average of the actual\n                    collection days for the Eligible Receivables. For each year\n                    after 1988, the Contract Collection Days shall be the\n                    average of actual experience with Eligible Receivables for\n                    the immediately preceding year or as otherwise mutually\n                    agreed.\n\n              (b)   Actual Collection Days are calculated for each month by\n                    multiplying the month-end Eligible Receivables balance by\n                    the number of days in the month and dividing that value by\n                    the aggregate amounts invoiced during the month for the\n                    customer accounts which generate Eligible Receivables.\n\n              (c)   The initial discount rate for each purchase shall be ten\n                    percent (10%) per annum, which rate shall be adjusted from\n                    time to time by General Dynamics to reflect current market\n                    conditions.\n\n              (d)   The Discount Factor for each purchase equals the Rate\n                    multiplied by Contract Collection Days.\n\n              (e)   The Fund's General Dynamics Share or Affiliate Share shall\n                    equal the General Dynamics Investment or Affiliate\n                    Investment, respectively, multiplied by the sum of one plus\n                    the Discount Factor applicable thereto.\n\n              (f)   The Discount with respect to General Dynamics Receivables\n                    equals General Dynamics Investment multiplied by the\n                    applicable Discount Factor, and the Discount with respect to\n                    any Affiliate Receivables equals such Affiliate Investment\n                    multiplied by the applicable Discount Factor.\n\n              (g)   Discount Income equals the product of days in such month\n                    multiplied by the Discount for such month and divided by the\n                    Contract Collection Days for such month.\n\n         9. ONGOING REINVESTMENT. The make-up of the Eligible Receivables will\nchange continuously as individual evidences of indebtedness are collected and\nnew evidences of indebtedness are generated in the normal course of General\nDynamics's and each Qualified Affiliate's businesses. Collections with respect\nto Eligible Receivables included in General Dynamics Share or Affiliate Share\nshall be routinely and immediately reinvested in other Eligible Receivables. All\ncredits under paragraph 10 (MONTHLY ESTIMATED CREDITS) and annual adjustments\nunder paragraph 11 (ANNUAL ADJUSTMENT FOR ACTUAL COLLECTIONS) shall be deemed to\nbe immediately reinvested in other Eligible Receivables unless General\n\n                                        5\n\nDynamics or a Qualified Affiliate, as the case may be, elects to make payment in\ncash to the Fund.\n\n         10. MONTHLY ESTIMATED PAYMENTS. General Dynamics shall, in the case of\nGeneral Dynamics Receivables, and shall cause the applicable Qualified\nAffiliate, in the case of Affiliate Receivables, in each case, as of the end of\neach Account Clearing Date and before the next following Account Clearing Date\nto make calculations as shown by example in the applicable Exhibit D (note, each\nselling entity will have a separate Exhibit D) and, credit the Fund, for the net\nof the following items:\n\n         (a)  The Fund's Discount Income for such General Dynamics Receivables\n              or the applicable Affiliate Receivables, as the case may be, for\n              the month, plus\n\n         (b)  The General Dynamics Percentage and each Affiliate Percentage, as\n              the case may be, of finance revenue, if any, for such General\n              Dynamics Receivables or Affiliate Receivables, respectively,\n              (i.e., interest charges collected on Eligible Receivables during\n              the month).\n\nFor each monthly period, General Dynamics each Qualified Affiliate, as\nappropriate, the monthly costs as described in paragraph 5(e) (AGENCY -\nSERVICING COSTS).\n\n         11. ANNUAL ADJUSTMENT FOR ACTUAL COLLECTIONS. After the end of each\ncalendar year, adjustments shall be made between General Dynamics and each\nQualified Affiliate, as applicable, and the Fund to reflect the Actual\nCollection Days for such General Dynamics Receivables and Affiliate Receivables,\nas the case may be, as experienced for each month of the expired year. As\ndescribed in Exhibit D (in which certain terms used hereinafter in this\nparagraph are defined), an Adjusted Daily Income for the General Dynamics\nReceivables and the applicable Affiliate Receivables shall be calculated based\non Actual Collection Days for such General Dynamics Receivables or Affiliate\nReceivables, as appropriate, and an adjustment for the General Dynamics\nReceivables and the applicable Affiliate Receivables shall be calculated by\nmultiplying the number of days in each month times the difference between Daily\nIncome and Adjusted Daily Income. The adjustments for each of the 12 months\nshall be added, and a net credit or charge for the year shall be settled,\nbetween General Dynamics or the applicable Qualified Affiliate and the Fund, on\nor before the second Account Clearing Date of the new year.\n\n         12. UNCOLLECTIBLE RECEIVABLES. General Dynamics undertakes to hold the\nFund harmless from any risk of loss due to uncollectibility of General Dynamics\nReceivables or Affiliate Receivables. Should any General Dynamics Receivables or\nAffiliate Receivables be determined in accordance with General Dynamics's or\nsuch Qualified Affiliate's normal business practices to be uncollectible, such\nreceivable shall no longer be deemed to be an Eligible Receivable, and\naccordingly, the General Dynamics Percentage or the Affiliate Percentage in the\nremaining General Dynamics Receivables or such Affiliate Receivables, as\nappropriate, shall be increased in compensation therefor.\n\n                                        6\n\n\n\n\n\n         13. REPURCHASE. General Dynamics may, in the case of General Dynamics\nReceivables, and may require the applicable Qualified Affiliate, in the case of\nAffiliate Receivables, to repurchase all or any portion of General Dynamics\nShare or Affiliate Share, as applicable, from time to time, provided, however,\nthat such a repurchase may be required only if necessary to provide funds for\nwithdrawals from the Fund pursuant to Section 607(g)(4) of the Merchant Marine\nAct, 1936, as amended. Such repurchase shall be made in accordance with the\nprovisions of paragraph 3 (ELECTION AND ASSIGNMENT). An election shall be\nexecuted and delivered by General Dynamics, and the repurchase shall be\nevidenced by the execution and delivery of an instrument of repurchase in the\nform set forth in Exhibit C.\n\n         14. REPRESENTATIONS AND WARRANTIES BY General Dynamics AND EACH\nQUALIFIED AFFILIATE. General Dynamics hereby represents and warrants and shall\ncause each Qualified Affiliate to represent and warrant, in both cases to NASSCO\nand the Fund as follows:\n\n              (a)   the figures set forth in statements or documents which are\n                    required to be delivered by General Dynamics or such\n                    Qualified Affiliate hereunder will be true and correct as of\n                    the time made;\n\n              (b)   at the time of the assignment of an undivided interest in\n                    Eligible Receivables, General Dynamics or such Qualified\n                    Affiliate will have good and valid title to the undivided\n                    interest to be assigned to the Fund and such Eligible\n                    Receivables will represent valid and legally enforceable\n                    obligations of customers in connection with sales of\n                    products or services;\n\n              (c)   at the time of assignment, beneficial ownership in the\n                    undivided interest to be assigned to the Fund will not have\n                    been conveyed or assigned to any other person, firm or\n                    corporation;\n\n              (d)   each instrument of assignment executed and delivered to the\n                    Fund Depository hereunder will vest in the Fund an undivided\n                    interest in all of General Dynamics's or such Qualified\n                    Affiliate's right and interest in and to the Eligible\n                    Receivables covered by such instrument and the proceeds of\n                    collection thereof, in each case free and clear from claims\n                    of any third parties;\n\n              (e)   at the time of assignment of an undivided interest in\n                    Eligible Receivables (i) such interest will be free and\n                    clear of all liens and encumbrances whatsoever; (ii) the\n                    Eligible Receivables will conform to any and all applicable\n                    laws and regulations; and (iii) all obligations to be\n                    performed by General Dynamics or such Qualified Affiliate or\n                    by any other person or persons under or in connection with\n                    Eligible Receivables (except payment thereof), including\n                    obligations with respect to the products, merchandise or\n                    services, the sale or performance of which gave rise to any\n                    of\n\n                                        7\n\n\n\n\n\n                    such Eligible Receivables, will have been, or will promptly\n                    be, fulfilled; and\n\n              (f)   General Dynamic's exclusive remedy, on behalf of the Fund,\n                    for breach of the representations and warranties contained\n                    in paragraph 14 shall be limited to the remedy with respect\n                    to an uncollectible receivable contained in paragraph 12\n                    (UNCOLLECTIBLE RECEIVABLES), provided that in no event shall\n                    the Fund incur an economic loss as a result of any such\n                    breach.\n\n         15. WAIVERS. Each party hereby waives any failure or delay on the part\nof the other party in asserting or enforcing any rights or in making any claims\nor demands.\n\n         16. SUCCESSORS. The covenants, representations, warranties and\nagreements herein set forth shall be mutually binding upon, and inure to the\nmutual benefit of General Dynamics and, where applicable, any Qualified\nAffiliate, on the one hand, and NASSCO, on the other hand and upon approval of\nthe Maritime Administration shall inure to their respective successors and\nassigns.\n\n         17. DURATION AND TERMINATION. The term of this Agreement shall commence\non the date of its execution and shall terminate on September ___, 2013. Either\nparty has the right to terminate this Agreement at any time with immediate\neffect (a) for breach of a material provision of this Agreement by the other\nparty, (b) if circumstances occur (i) which significantly affect the economic or\nlegal effects of this Agreement and (ii) which circumstances have not been\nanticipated in this Agreement and (iii) the parties are unable to agree on a\nreasonable means to continue operating under this Agreement in the context of\nthe changed circumstances, or (c) if either of the parties experience business\nor structural changes which make it unreasonable for such party to continue to\nadhere to this Agreement.\n\n         18. FURTHER ASSURANCES. General Dynamics shall, and shall cause each\nQualified Affiliate to do, make, execute and deliver all additional and further\nacts, things and documents as the other may reasonably require to more\ncompletely vest in and assure to the Fund its undivided interest and rights\nhereunder and to otherwise carry out the intention of this Agreement.\n\n         19. GOVERNING LAW. This Agreement shall in all respects be governed by,\nand construed in accordance with, the laws of the State of Delaware.\n\n         20. ASSIGNMENT AND AMENDMENT: This Agreement may not be assigned by\neither party without the prior written consent of the other party and the\napproval of the Maritime Administration. This Agreement may not be amended\nwithout the prior written consent of the Maritime Administration.\n\n                                        8\n\n\n\n\n\n         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed by their respective officers thereunto duly authorized as of the\nday and year first above written.\n\n                                        GENERAL DYNAMICS CORPORATION\n\n                                        By:\n---------------------------                  ---------------------------\nAttest\n\n                                             Authorized Signatory\n\nDate:\n     ---------------------------\n\n\n                                        (Qualified Affiliate)\n\n                                        By:\n---------------------------                  ---------------------------\nAttest\n\n                                             Authorized Signatory\n\nDate:\n     ---------------------------\n\n                                        9\n\n                                   EXHIBIT A\n\n                                                                          , 1988\n                                                       ------------------\n\n         Pursuant to the Receivables Purchase and Sale Agreement dated as of\n__________, 19__, General Dynamics and [and the Qualified Affiliate Instrument,\ndated _____________], General Dynamics hereby elects to increase the Fund's\nInvestment by purchasing an additional undivided interest in certain accounts\nreceivable of [General Dynamics] [Qualified Affiliate], which accounts\nreceivable are more fully described in said Agreement.\n\n          Election is as follows:\n\n          New [General Dynamics] [Affiliate] Investment     $\n                                                             -------------------\n\n          Change from prior Election\n                                             ---------------------------\n\n          Effective date requested\n                                             ---------------------------\n\n\n                                             General Dynamics Corporation\n\n                                             By:\n                                                  -------------------------\n                                                  Authorized Signatory\n\n                                       10\n\n\n\n\n\n\n\n                                    EXHIBIT B\n\n             ASSIGNMENT OF UNDIVIDED INTEREST IN ACCOUNTS RECEIVABLE\n\n         Pursuant to the Receivables Purchase and Sale Agreement dated as of\n____________, 19__, between General Dynamics [and the Qualified Affiliate\nInstrument, dated __________], and for the consideration expressed therein,\n[General Dynamics] [Qualified Affiliate] hereby sells, transfers, and assigns to\nthe Fund all of its rights, title and interest in and to an undivided interest\nin Eligible Receivables (as defined in such Agreement), in an amount\nconstituting [General Dynamics] [Affiliate] Investment (as so defined) as set\nforth below:\n\n                                                       $\n                                                        -----------------------\n\n         [General Dynamics] [Qualified Affiliate] agree that the sale of an\nundivided interest in Eligible Receivables shall be governed by the\nabove-referenced Agreement[s] which [is] [are] incorporated herein by reference.\n\n         AGREED TO as of                              .\n                         -----------------------------\n\n\nGENERAL DYNAMICS CORPORATION                 (Qualified Affiliate)\n\nBy:                                     By:\n     ---------------------------             ---------------------------\n     Authorized Signatory                    Authorized Signatory\n\n\nRECEIVED ON                   , 19     .\n            ------------------     ----\n\n[FUND DEPOSITORY]\n\n\nBy:\n     ---------------------------\n     Authorized Signatory\n\n                                       11\n\n                                    EXHIBIT C\n\n             REPURCHASE OF UNDIVIDED INTEREST IN ACCOUNTS RECEIVABLE\n\n         Pursuant to the Receivables Purchase and Sale Agreement dated as of\n__________, 19___, between General Dynamics and [and the Qualified Affiliate\nInstrument dated __________], and for the consideration expressed therein, the\nFund hereby sells, transfers, and assigns to [General Dynamics] [Qualified\nAffiliate] all of the Fund's right title and interest in and to an undivided\ninterest in Eligible Receivables (as defined in such Agreement), in an amount\nconstituting [General Dynamics] [Qualified Affiliate] Investment (as so defined)\nas set forth below:\n\n                                                       $\n                                                        -----------------------\n\n         [General Dynamics] [Qualified Affiliate]agree that the sale of an\nundivided interest in Eligible Receivables shall be governed by the\nabove-referenced Agreement[s] which [is] [are] incorporated herein by reference.\n\n         AGREED TO as of                              .\n                         -----------------------------\n\nGENERAL DYNAMICS CORPORATION            [GENERAL DYNAMICS CORPORATION]\n                                        [Qualified Affiliate Name]\n\nBy:                                     By:\n     ---------------------------             ---------------------------\n     Authorized Signatory                    Authorized Signatory\n\n\nRECEIVED ON                   , 19     \n            ------------------     ----\n\n[FUND DEPOSITORY]\n\n\nBy:\n     ---------------------------\n     Authorized Signatory\n\n                                       12\n\n                                    EXHIBIT D                      APPENDIX I\n\n                               EXAMPLE CACULATIONS\n\n      FOR [SPECIFY General Dynamics OR QUALIFIED AFFILIATE AS APPROPRIATE]\n\n         (Not purported to reflect actual or expected rates or balances)\n\n\n\n\n           Item Name             Calculation          Symbol        Month 1         Month 2\n           ---------             -----------          ------        -------         -------\n                                                                    \nMONTHLY\n\nEnding Eligible\nReceivables Balance                                     B         100,000,000      75,000,000\n\nAmounts Invoiced\nfor Month                                               MI         75,000,000      80,000,000\n\nFinance Revenue                                         FR              3,000           4,000\n\nBad Debt Provision                                      BD            200,000         150,000\n\n\nDays in Month                                           MD                 30              31\n\nContract Collection Days                               CCD                 32              32\n\nActual Collection Days          (B * MD \/ MI)          ACD                 40            29.1\n\nInterest Rate, Annual                                   IA                .10             .10\n\nInterest Rate, Daily             (IA \/ 365)             ID           .0002740        .0002740\n\nDiscount Factor                  (ID * CCD)             DF           .0087671        .0087671\n\nAssignment Increase                                     AI         30,000,000         247,478\n\nInvestment                    (Prior INV + AI)         INV         30,000,000      30,247,478\n\nDiscount                         (INV * DF)             D             263,013         265,183\n\nShare                         (INV * (1 + DF))          S          30,263,013      30,512,661\n\nShare Daily Income                (D \/ CCD)             DI              8,219           8,287\n\nShare Finance Revenue           (FR * S \/ B)           SFR                908           1,627\n\nShare Bad Debt Provision       (Paragraph 13)          SBD                  0               0\n\nShare Monthly Income          ((DI * MD) + SFR)        SMI            247,478         258,524\n\n\nYEAR-END ADJUSTMENT\n\nAdjusted Daily Income             (D \/ ACD)            ADI              6,575           9,113\n\nAdjustment                    (MD * (ADI - DI))        ADJ            -49,320           25,60\n\n\n                                       13\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7614],"corporate_contracts_industries":[9475],"corporate_contracts_types":[9613,9615],"class_list":["post-42125","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-dynamics-corp","corporate_contracts_industries-aerospace__ships","corporate_contracts_types-operations","corporate_contracts_types-operations__govt"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42125","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42125"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42125"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42125"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42125"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}