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<tbody>
<tr class="odd">
<td colspan="10"><strong>AMENDMENT OF SOLICITATION/MODIFICATION OF
CONTRACT</strong></td>
<td colspan="2"><p>1. CONTRACT ID CODE</p>
<p><strong>     </strong></p></td>
<td colspan="5"><p>PAGE 1 OF 9</p>
<p>PAGES</p></td>
</tr>
<tr class="even">
<td colspan="4"><p>2. AMENDMENT/MODIFICATION NO.</p>
<p><strong>M011</strong></p></td>
<td colspan="3"><p>3. EFFECTIVE DATE</p>
<p><strong>See Block 16C</strong></p></td>
<td colspan="4">4. REQUISITION/PURCHASE REQ. NO.
<strong>     </strong></td>
<td colspan="6"><p>5. PROJECT NO. <em>(If applicable)</em></p>
<p><strong>     </strong></p></td>
</tr>
<tr class="odd">
<td colspan="6"><p>6. ISSUED BY CODE <strong>     </strong></p>
<p><strong>U.S. Department of Energy</strong></p>
<p><strong>Albuquerque Operations Office</strong></p>
<p><strong>Management and Operating Contracts Division</strong></p>
<p><strong>P.O. Box 5400</strong></p>
<p><strong>Albuquerque, NM 87185-5400      </strong></p></td>
<td colspan="11"><p>7. ADMINISTERED BY <em>(If other than Item 6)</em>
CODE <strong>     </strong></p>
<p><strong>     </strong></p>
<p><strong>     </strong></p>
<p><strong>     </strong></p>
<p><strong>     </strong></p>
<p><strong>     </strong></p></td>
</tr>
<tr class="even">
<td colspan="8"><p>8. NAME AND ADDRESS OF CONTRACTOR <em>(No., street,
county, state, ZIP Code)</em></p>
<p><strong>BWXT Pantex, LLC</strong></p>
<p><strong>Route 726, Mt. Athos Road</strong></p></td>
<td><strong> </strong></td>
<td colspan="8"><p>9A. AMENDMENT OF SOLICITATION NO.</p>
<p><strong>     </strong></p>
<p><strong>     </strong></p>
<p>9B. DATED <em>(SEE ITEM 11)</em></p>
<p><strong>     </strong></p></td>
</tr>
<tr class="odd">
<td colspan="8"><p><strong>Lynchburg, VA 24506</strong></p>
<p><strong>           </strong></p>
<p>CODE <strong>     </strong> FACILITY CODE
<strong>     </strong></p></td>
<td><strong> </strong></td>
<td colspan="8"><p>10A. MODIFICATION OF CONTRACT/ORDER NO.</p>
<p><strong>DE-AC04-00AL66620</strong></p>
<p>10B. DATED <em>(SEE ITEM 13)</em></p>
<p><strong>July 28, 2000</strong></p></td>
</tr>
<tr class="even">
<td colspan="17">11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF
SOLICITATIONS</td>
</tr>
<tr class="odd">
<td colspan="17"><p> The above numbered solicitation is amended as set
forth in Item 14. The hour and date specified for receipt of Offers is
extended, is not extended.</p>
<p>Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation as amended, by one of the
following methods:</p>
<p>(a) By completing Items 8 and 15, and returning
<strong><u>     </u></strong> copies of the amendment; (b) By
acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a
reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter,
provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date
specified.</p></td>
</tr>
<tr class="even">
<td colspan="17">12. ACCOUNTING AND APPROPRIATION DATA <em>(If
required)</em> <strong>     </strong></td>
</tr>
<tr class="odd">
<td colspan="17"><p>13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF
CONTRACTS/ORDERS;</p>
<p>IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.</p></td>
</tr>
<tr class="even">
<td colspan="2"><strong> </strong></td>
<td colspan="15">A. THIS CHANGE ORDER IS ISSUED PURSUANT TO <em>(Specify
authority)</em>: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
CONTRACT ORDER NO. IN ITEM 10A.</td>
</tr>
<tr class="odd">
<td colspan="2"><strong> </strong></td>
<td colspan="15">B. THE ABOVE-NUMBERED CONTRACT/ORDER IS MODIFIED TO
REFLECT THE ADMINISTRATIVE CHANGES <em>(Such as changes in paying
office, appropriation date, etc.)</em> SET FORTH IN ITEM 14, PURSUANT TO
THE AUTHORITY OF FAR 43.103(b).</td>
</tr>
<tr class="even">
<td colspan="2"><strong> </strong></td>
<td colspan="15">C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT
TO AUTHORITY OF: <strong>     </strong></td>
</tr>
<tr class="odd">
<td colspan="2"><p><strong> </strong></p>
<p><strong>X</strong></p></td>
<td colspan="15"><p>D. OTHER <em>(Specify type of modification and
authority)</em>:</p>
<p><strong>Public Law 95-91 and Other Applicable Law</strong></p></td>
</tr>
<tr class="even">
<td colspan="17">E. IMPORTANT: Contractor is not, is required to sign
this document and return <u>3</u> copies to the issuing office.</td>
</tr>
<tr class="odd">
<td colspan="17">14. DESCRIPTION OF AMENDMENT/MODIFICATION
<em>(Organized by UCF section headings, including solicitation/contract
subject matter where feasible.)</em></td>
</tr>
<tr class="even">
<td></td>
<td colspan="15"></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="3"></td>
<td colspan="11"><strong>See page 2.</strong></td>
<td colspan="3"></td>
</tr>
<tr class="even">
<td></td>
<td colspan="14"></td>
<td colspan="2"></td>
</tr>
<tr class="odd">
<td colspan="17">Except as provided herein, all terms and conditions of
the document referenced in Items 9A or 10A, as heretofore changed,
remains unchanged and in full force and effect.</td>
</tr>
<tr class="even">
<td colspan="6"><p>15A. NAME AND TITLE OF SIGNER <em>(Type or
print)</em></p>
<p><strong>     </strong></p>
<p><strong>     </strong></p>
<p><strong>     </strong></p></td>
<td colspan="11"><p>16A. NAME AND TITLE OF CONTRACTING OFFICER <em>(Type
or print)</em></p>
<p><strong>JoAnne M. Sackett, Contracting Officer</strong></p>
<p><strong>Management and Operating Contracts Division</strong></p></td>
</tr>
<tr class="odd">
<td colspan="5"><p>15B. CONTRACTOR/OFFEROR</p>
<p>BY <strong>Original Signed by D. Ruddy</strong></p>
<p><em>(Signature of person authorized to sign)</em></p></td>
<td><p>15C. DATE</p>
<p>SIGNED</p>
<p>6/5/01</p></td>
<td colspan="7"><p>16B. UNITED STATES OF AMERICA</p>
<p>BY Original Signed by JoAnne M. Sackett</p>
<p><em>(Signature of Contracting Officer)</em></p></td>
<td colspan="4"><p>16C. DATE SIGNED</p>
<p><strong>6/6/01</strong></p></td>
</tr>
</tbody>
</table>

NSN 754-01-152-8070 30-105 **STANDARD FORM 30** (REV. 10-83) temp03.dot

PREVIOUS EDITION UNUSABLE Prescribed by GSA

**MS     (     )** FAR (48 CFR) 53.243

1\. **Part I -- Section C.2., WORK REQUIREMENTS,** is hereby revised to
add the following paragraph 2.3:

> **2.3 Plant-Directed Research, Development and Demonstration (PDRD)
> Program**
>
> The Contractor shall conduct a DOE-approved Plant-Directed Research,
> Development and Demonstration (PDRD) Program that supports
> science-based manufacturing related to the National Nuclear Security
> Administration (NNSA) weapons mission, and encourages advanced
> research, development, and demonstration work to enhance the science
> and technology capabilities and core competencies required to fulfill
> the mission of the plant.

2\. The following new Section H clause is hereby added:

> **H-51 DEFINITION OF CONTRACTOR IN CLAUSE I. 137 (FAR CLAUSE 52.250-1)
> (MAR 2000)**
>
> \(1\) the term "Contractor" except as used in paragraphs (a) and (e)
> of clause I. 137 (FAR clause 52.250-1) means
>
> \(A\) BWXT Pantex, L.L.C., and
>
> \(B\) BWXT Pantex, L.L.C.'s member companies: BWX Technologies, Inc.
> and Honeywell International, Inc., including the ultimate parent
> companies and the affiliates of each, and
>
> \(C\) employees, officers, and directors or any of the foregoing named
> or threatened to be named as defendants in lawsuits or litigation
> threatened or initiated by third parties which seek to impose or
> establish, or which could result in, a risk which is defined in this
> contract as unusually hazardous or nuclear, on account of actions or
> inactions of BWXT Pantex L.L.C., or on account of the actions or
> inactions undertaken by the corporations or individuals identified in
> subparagraphs (a), (b), or (c) of FAR clause 52.250-1 for, and on
> behalf of, or with respect to, BWXT Pantex, L.L.C., under this
> contract;
>
> \(2\) the term "Contractor" as used in paragraphs (a), and (e), of FAR
> clause 52.250-1 means BWXT Pantex, L.L.C.;
>
> \(3\) the term "Contractor's business" as used in this clause means
> the management and operation of the Government's Pantex Plant at
> Amarillo, Texas, for the Department of Energy under this contract;
>
> \(4\) the terms "Contractor's operations at any one plant or separate
> location in which this contract is being performed" and "a separate
> and complete major industrial operation in connection with the
> performance of this contract" as used in this clause means the
> Government's Pantex Plant located at Amarillo, Texas;
>
> \(5\) the term "nuclear materials" as used in this clause means
> source, special nuclear, or byproduct materials as those terms are
> defined in Section 11 of the Atomic Energy Act of 1954, as amended, 42
> U.S.C. § 2014;
>
> \(6\) the term "agency head" as used in this clause means the
> Secretary of Energy; and
>
> \(7\) the term "affiliate" as used in this clause means the member
> companies of BWXT Pantex, L.L.C (BWX Technologies, Inc., as well as
> its ultimate parent company, McDermott International), Honeywell
> International, Inc. as well as companies, other than BWXT Pantex,
> L.L.C., that directly or indirectly, are owned or otherwise controlled
> by the member companies of BWXT Pantex, L.L.C.

3\. **Clause I. 120.,** **DEAR 970.5204-78 LAWS, REGULATIONS, AND DOE
DIRECTIVES,** is hereby revised to correct all references in the clause
that read "Section J, Appendix B" to read "Section J, Appendix E."

4\. The following new Section I Clause is hereby added:

**137. [FAR 52.250-1 INDEMNIFICATION UNDER PUBLIC LAW 85-804 (APR 1984)
(ALTERNATE I) (APR 1984) (MODIFIED)]{.underline}**

> \(a\) Contractor's principal officials, as used in this clause, means
> directors, officers, managers, superintendents, or other
> representatives supervising or directing
>
> \(1\) All or substantially all of the Contractor's business;
>
> \(2\) All or substantially all of the Contractor's operations at any
> one plant or separate location in which this contract is being
> performed; or
>
> \(3\) A separate and complete major industrial operation in connection
> with the performance of this contract.
>
> \(b\) Under Public Law 85-804 (50 U.S.C. § 1431-1435) and Executive
> Order 10789, as amended, and regardless of any other provisions of
> this contract, the Government shall, subject to the limitations
> contained in the other paragraphs of this clause, indemnify the
> Contractor against
>
> \(1\) Claims (including reasonable expenses of litigation or
> settlement) by third persons (including employees of the Contractor)
> for death; personal injury; or loss of, damage to, or loss of use of
> property;
>
> \(2\) Loss of, damage to, or loss of use of Contractor property,
> excluding loss of profit; and
>
> \(3\) Loss of, damage to, or loss of use of Government property,
> excluding loss of profit.
>
> \(c\) This indemnification applies only to the extent that the claim,
> loss, or damage (1) arises out of or results from a risk defined in
> this contract as unusually hazardous or nuclear and (2) is not
> compensated for by insurance or otherwise. Any such claim, loss, or
> damage, to the extent that it is within the deductible amounts of the
> Contractor's insurance, is not covered under this clause. If insurance
> coverage or other financial protection in effect on the date the
> approving official authorizes use of this clause is reduced, the
> Government's liability under this clause shall not increase as a
> result.
>
> \(d\) When the claim, loss, or damage is caused by willful misconduct
> or lack of good faith on the part of any of the Contractor's key
> personnel, the Contractor shall not be indemnified for
>
> \(1\) Government claims against the Contractor (other than those
> arising through subrogation); or
>
> \(2\) Loss or damage affecting the Contractor's property.
>
> \(e\) With the Contracting Officer's prior written approval, the
> Contractor may, in any subcontract under this contract, indemnify the
> subcontractor against any risk defined in this contract as unusually
> hazardous or nuclear. This indemnification shall provide, between the
> Contractor and the subcontractor, the same right and duties, and the
> same provisions for notice, furnishing of evidence or proof, and
> Government settlement or defense of claims as this cause provides. The
> Contracting Officer may also approve indemnification of subcontractors
> at any lower tier, under the same terms and conditions. The Government
> shall indemnify the Contractor against liability to subcontractors
> incurred under subcontract provisions approved by the Contracting
> Officer.
>
> \(f\) The rights and obligations of the parties under this clause
> shall survive this contract's termination, expiration, or completion.
> The Government shall make no payment under this clause unless the
> agency head determines that the amount is just and reasonable. The
> Government may pay the Contractor or subcontractors, or may directly
> pay parties to whom the Contractor or subcontractors may be liable.
>
> \(g\) The Contractor shall
>
> \(1\) Promptly notify the Contracting Officer of any claim or action
> against, or any loss by, the Contractor or any subcontractors that may
> reasonably be expected to involve indemnification under this clause;
>
> \(2\) Immediately furnish to the Government copies of all pertinent
> papers the Contractor receives;
>
> \(3\) Furnish evidence or proof of any claim, loss, or damage covered
> by this clause in the manner and form the Government requires; and
>
> \(4\) Comply with the Government's directions and execute any
> authorizations required in connection with settlement or defense of
> claims or actions.
>
> \(h\) The Government may direct, control, or assist in settling or
> defending any claim or action that may involve indemnification under
> this clause.
>
> \(i\) The cost of insurance (including self-insurance programs)
> covering a risk defined in this contract as unusually hazardous or
> nuclear shall not be reimbursed except to the extent that the
> Contracting Officer has required or approved this insurance.
>
> The Government's obligations under this clause are
>
> \(1\) Excepted from the release required under this contract's clause,
> DEAR 970.5204-16 "PAYMENTS AND ADVANCES (JUN 1997) (MODIFIED); and
>
> \(2\) Not affected by the contract's clause, DEAR 970.5204-15,
> "OBLIGATION OF FUNDS" (APR 1994) (MODIFIED), paragraph (b).
>
> \(j\) The term "a risk defined in this contract as unusually hazardous
> or nuclear" as used in this clause means the risk of legal liability
> to third parties (including legal costs as defined in paragraph (jj)
> of Section 11 of the Atomic Energy Act of 1954, as amended, 42 U.S.C.
> § 2014, notwithstanding the fact that the claim or suit may not arise
> under Section 170 of said Act) arising from actions or inactions in
> the course of the following work performed by the Contractor under
> this contract:

(1) DOE's Accident Response Group ("ARG") activities outside the United
    States;

(2) Training and Advising Russia's Accident Response Group ("ARG") in
    Russia.

(3) Crisis Response Team outside the United States; or

(4) Activities on behalf of the Department of Energy involving weapons
    usable material in a nonproliferation effort on behalf of the United
    States, outside the United States, as described in (A) through (C):

    A.  The Department of Energy's transparency monitoring activities in
        Russia under the U.S.-Russian Agreement Concerning the
        Disposition of Highly Enriched Uranium Extracted from Nuclear
        Weapons dated January 18, 1993; and any extension or
        modification thereof;

    B.  Inspection, packaging, transportation, and storage of weapons
        usable nuclear material located in the former Soviet Union,
        including Russia;

    C.  Participation in the Department of Energy's nuclear materials
        protection and accountability programs in Russia, Ukraine,
        Kazakhstan, and Belarus, including developing such systems and
        consulting and training individuals, or international inspectors
        on such systems under the-

> \(i\) Agreement between the Department of Energy of the United States
> of America and the Federal Nuclear and Radiation Safety Authority of
> the Russian Federation to Cooperate on National Protection, Control,
> and Accounting of Nuclear Materials dated October 2, 1999;
>
> \(ii\) Agreement between the Department of Defense of the United
> States of America and the Ministry of Defense of the Republic of
> Kazakhstan concerning Control, Accounting, and Physical Protection of
> Nuclear Material to Promote the Prevention of Nuclear Weapons
> Proliferation dated December 13, 1993;
>
> \(iii\) Agreement between the Department of Defense of the United
> States of America and the Ukrainian State Committee on Nuclear and
> Radiation Safety concerning Development of State Systems of Control,
> Accounting, and Physical Protection of Nuclear Materials to Promote
> the Prevention of Nuclear Weapons Proliferation from Ukraine dated
> December 18, 1993;
>
> \(iv\) Agreement between the Department of Defense of the United
> States of America and the Ministry of Defense of the Republic of
> Belarus concerning Control, Accounting, and Physical Protection of
> Nuclear Material to Promote the Prevention of Nuclear Weapons
> Proliferation dated June 23, 1995;
>
> \(v\) Joint Statement by the Secretary of Department of Energy of the
> United States of America and the Minister of the Russian Federation
> for Atomic Energy on Control, Accounting, and Physical Protection of
> Nuclear Materials dated January 30, 1996;
>
> \(vi\) Joint Statement by the Secretary of Department of Energy of the
> United States of America and the Minister of the Russian Federation
> for Atomic Energy on Protection, Control, Accounting of Nuclear
> Materials dated June 30, 1995;
>
> \(5\) Other United States sponsored activities outside the United
> States, as requested or approved by the President of the United
> States, the Secretary of Energy, the Deputy Secretary of Energy, or
> the Under Secretary for Nuclear Security and provided that the request
> or approval specifically makes the indemnity provided by this clause
> applicable thereto, involving:
>
> \(A\) Transparency monitoring activities;
>
> \(B\) Inspection, packaging, transportation, and storage of
> weapons-usable nuclear material;
>
> \(C\) Nuclear materials protection, control and accountability
> programs known as the Material Protection Control and Accounting
> Systems.
>
> \(D\) Maintenance and repair of nuclear weapons conducted outside the
> United States, including the safe secure dismantlement of weapons
> outside of the United States;
>
> \(E\) Responses to imminent terrorist or nuclear proliferation threats
> regardless of location outside the United States;
>
> \(F\) Dismantlement or conversion to non-military purposes of nuclear
> weapons, nuclear weapon components or nuclear materials which could be
> readily utilized either for the production or the fabrication of
> nuclear weapons without substantial further effort; and,
>
> \(G\) Development of the technology as part of Government programs for
> nuclear weapons deployment, nuclear weapons storage and stockpile
> stewardship, nuclear weapons transportation, nuclear weapons
> demilitarization/sanitization, nuclear weapons dismantlement or
> nuclear weapons disposition to the extent such work involves nuclear
> weapons located outside the United States, and provided in all cases
> that the requesting or approving official determines that such work is
> of a kind uniquely performed at the Government-owned nuclear weapons
> facilities or uniquely managed or over seen by the contractor-managers
> of such facilities.

5\. Part III, Section J, APPENDIX B -- SPECIAL FINANCIAL INSTITUTION
ACCOUNT AGREEMENT FOR USE WITH THE PAYMENTS CLEARED FINANCING AGREEMENT,
is deleted in its entirety and replaced with the attached APPENDIX B,
SPECIAL BANK ACCOUNT AGREEMENT FOR USE WITH THE PAYMENTS CLEARED
FINANCIAL AGREEMENT.