exv10w22



 





Exhibit 10.22


Amendment, dated as of
January 13, 2005, to Purchase Contract by and between
Orbital
Sciences Corporation and The Boeing Company










	 	 	 	 	 	 	 
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TABLE OF CONTENTS





	 	I.  	STATEMENT OF WORK
	 
	 	II.  	PERIOD OF PERFORMANCE
	 
	 	III.  	COMPLETION DATES
	 
	 	IV.  	TERMS AND CONDITIONS/FORMS
	 
	 	V.  	CONTRACT LINE ITEMS
	 
	 	VI.  	TARGET COST, AWARD FEE, AND AWARD FEE PLAN
	 
	 	VII.  	FUNDING LIMITATION
	 
	 	VIII.  	GOVERNMENT AND BUYER FURNISHED PROPERTY
	 
	 	IX.  	PRINCIPAL PLACE OF PERFORMANCE
	 
	 	X.  	RESERVED
	 
	 	XI.  	INVOICE PAYMENT INSTRUCTIONS
	 
	 	XII.  	PRIORITY
	 
	 	XIII.  	SECURITY REQUIREMENTS
	 
	 	XIV.  	RELATIONSHIP WITH SUBCONTRACTOR
	 
	 	XV.  	ALABAMA TAX EXEMPTION
	 
	 	XVI.  	ORDER OF PRECEDENCE
	 
	 	XVII.  	RESERVED
	 
	 	XVIII.  	DATA REQUIREMENTS
	 
	 	XIX.  	EXPLOSIVES/ORDNANCE
	 
	 	XX.  	EXHIBITS
	 






 









 















	 	 	 	 	 	 	 
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	 	I.  	STATEMENT OF WORK
	 
	 	   	The Orbital Sciences Corporation (hereinafter referred to as “Subcontractor”, “Supplier”,
Seller”, or OSC) shall provide to The Boeing Company, (hereinafter referred to as
“Boeing,” or “Buyer”) on a Cost Plus Award Fee Basis, all labor, services, materials, and
equipment (except for GFE/GFP authorized herein) necessary to perform and complete the
efforts as set forth in Exhibit B, Statement of Work or Exhibit I, Statement of Work.
Paragraph 3.5.3.4 Trade Studies is not applicable to Exhibit B Statement of Work (SOW)
Rev. C. This paragraph will be updated with the next revision of this SOW. Exhibit B SOW
applies to all effort under Flight Test, Test Bed, and Capabilities Enhancement I.
Exhibit I SOW applies to all effort under Capabilities Enhancement II.
	 
	 	   	Exhibit C, Document Matrix, contains the current document revisions for those documents
identified in the Applicable Documents Exhibit to the Statement of Work. Due to the
frequency of document releases/updates/SCN’s, Exhibit C may be updated via direction in a
Contract Letter between formal changes to this subcontract. The Exhibit will be formally
updated to incorporate all updates made via contract letter with each Purchase Contract
Change.
	 
	 	   	Approved Deviations and/or Waivers to the technical requirements of this subcontract are
set forth in Exhibit H, Approved Deviations/Waivers. Due to the frequency of
deviations/waivers Exhibit H may be updated via direction in a Contract Letter between
formal changes to this subcontract. The Exhibit will be formally updated to incorporate
all updates made via contract letter with each Purchase Contract Change.
	 
	 	II.  	PERIOD OF PERFORMANCE
	 
	 	   	The period of performance of this subcontract is 18 December 2001 through 31 March 2007.
The specific period for each line item, as required, is shown on the purchase contract
faceplate.
	 
	 	III.  	COMPLETION DATES
	 
	 	   	Seller shall accomplish the requirements specified herein so as to meet the completion
dates shown on the purchase contract faceplate.
	 
	 	IV.  	TERMS AND CONDITIONS/FORMS
	 
	 	   	The Terms and Conditions applicable to this subcontract are attached hereto as
Exhibit A, Subcontract 101018 Terms and Conditions.
	 
	 	V.  	CONTRACT LINE ITEMS
	 
	 	   	The Contract Line Items are shown on the purchase contract faceplate. The items require
CLIN identification and some items require additional clarification or descriptions. The
additional information is as follows:





	 	 	 	 	 	 	 	 	 	 	 
	 	No.	 	CLIN	 	 	Description	 	 	*
	 	0001	 	N/A	 	 	Taurus Lite (Transferred to PO 101954)	 	 	N/A
	 	0002
	 	 	0101	 	 	Flight Test (previously ABV Design) includes the following elements:	 	 	 
	 	 
	 	 	 	 	 	        1 Lot - Non-Tactical Boost Vehicles (1 Lot = 8 vehicles), $315,252,803	 	 	Def
	 	 
	 	 	 	 	 	        1
Lot - 04/06 Replan Definitization (PPOA-9), $54,132,717	 	 	Def
	 	 
	 	 	 	 	 	        1 Lot - Special Studies (CLIN 0109) Descope, ($9,866,253)	 	 	Def
	 	 
	 	 	 	 	 	        1 Lot - BAN Implementation, $868,316	 	 	Def
	 	 
	 	 	 	 	 	        1 Lot - EIS-4, $431,536	 	 	Def
	 	 
	 	 	 	 	 	        1 Lot - WIC’s (1 Lot = 6 units), $142,411 	 	 	Def
	 








 









 










	 	 	 	 	 	 	 
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	 	 	 	 	 	 	 	 	            1 Lot - 10Mb Hard-line Telemetry, $175,000	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - Transportation Credit, ($1,272,111)	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - Battery Credit, ($29,165)	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - MAB Support for BV-6 and Electrical Pathfinder, $144,887	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - Software Support Credit, ($93,542)	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            1
Lot - IFT-13b/IFT-13c Range Safety Requirement, $237,981	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - Chocks, $8,518	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - Loader Interface Module (LIM) and Cables, $7,848	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - Mechanical Pathfinder, $48,460	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - DGT Test (includes functional testing for three digital GPS	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            Transponders in support of IFT-13b, IFT-13c, and IFT-14. DGT Test to	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	            be performed at VAFB.), $43,446	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - Award Fee Forfeit ($718,980 for Period 2 and $264,126 for	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            Period 3), ($983,106)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - Solar Capability (Solar Parts Testing), $50,000 NTE	 	 	Undef	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - Award Fee Forfeit for Period 4 ($302,993)	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - DD254/Security Classification Guide (includes internal	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            Security Classification Guide Users Guide and training), $161,458	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - Capabilities Enhancement and Replan Requirement (1 Lot = 1	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            Non-Tactical Boost Vehicle and Non-Recurring Engineering),	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	            $24,696,105 (includes 1 vehicle @ $12,420,076, Ground Support	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	            Equipment @ $5,099,076, Vendor Tooling @ $4,190,487, Vendor NRE @	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	            $682,377, Acceleration @ $550,789, NTE NRE @ $719,173, Parker TVA ’s	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	            $1,034,127 and budget transfer to CLIN 0401 for PPOA-9 Labor Credit,	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	            $3,950,650 and PPOA-9 Material Credit $3,507,426)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - Telemetry Test Set, $48,156	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - Development Verification Test (DVT), $120,000 NTE. The	 	 	Undef	 	 	 
	 
	 	 	 	 	 	 	 	 	            supplemental
statement of work "SOW – DVT" applies. The following	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	            tasks are included:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	              -
EKV Sep Test – Technical Interchanges (x3); GTM Support for	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	                  EDV Setup; EDV Test Setup and Pre-Sep Testing; EDV Sep Test;	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	                  EKV Sep Test Data Review	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	              -
 Full Motion Test Support – Software Development; Software	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	                  Configuration Management; Test Support; Data Review	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot – Begin Redesign & Modification to the Yoke, $600,000 NTE	 	 	Undef	 	 	 
	 
	 	 	 	 	 	 	 	 	            1
Lot – Begin Repair to EIS #2, $20,000 NTE. Includes fixing loose	 	 	Undef	 	 	 
	 
	 	 	 	 	 	 	 	 	            backshells, incorrect or no dust caps, loose jam nuts, missing	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	            screws, improper securing & routing of cables and minor surface	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	            corrosion.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot – Stage 1 TVC Simulator, $28,000	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot – Non Tactical Equipment (NTE) Kits (1 Lot=2 Kits) Vehicles	 	 	Undef	 	 	 
	 
	 	 	 	 	 	 	 	 	            are To Be Determined, $5,584,196	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot – ACS Weldment Boot Assembly Set (2 ea. 1034-1014-003 and 2	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            ea. 1034- 1014-004) $6,440	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	            1
Lot – VLS repair, $32,736	 	 	Def	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	0003	 	 	0111	 	 	Test Bed, Tactical Boost Vehicles (1 Lot = 5 vehicles), $70,518,028	 	 	               Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - Transportation Credit, ($1,062,593)	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - Award Fee Forfeit ($86,550 for Period 2	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            and $96,392 for Period 3),($182,942)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - Award Fee Forfeit for Period 4 ($126,785)	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            1 Lot - Tactical Boost Vehicles (1 Lot = 3 vehicles), $35,782,581	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            1
Lot - Integration Support (2 EPs) – See Statement of	 	 	Def	 	 	 
	 
	 	 	 	 	 	 	 	 	            Work Attachment under this item, $26,615	 	 	 	 	 	 
	 










 









 






	 	 	 	 	 	 	 	 	 	 	 	 
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	 	0004

	 	 	 	0101	 	 	 	Capabilities Enhancement – I Proposal Preparation (includes
proposal preparation for CE and Replan efforts)
	 	 	Def	 
	 	0013

	 	 	 	N/A	 	 	 	Capabilities Enhancement – I — transferred and definitized
under Line Item 0078
	 	 	N/A	 
	 	0018

	 	 	 	0107	 	 	 	Item unit value is a firm price.
	 	 	Def	 
	 	0078

	 	 	 	0401	 	 	 	Capabilities Enhancement – I, Tactical Boost Vehicles (1 Lot = 10
vehicles), $120,330,777 (includes budget transfer from CLIN 0101
for PPOA-9 Labor Credit, $3,950,650 and PPOA-9 Material Credit
$3,507,426)
	 	 	Def	 
	 	0088

	 	 	 	0101	 	 	 	Capabilities Enhancement – II Proposal Preparation ($139,664)
	 	 	Undef	 
	 	0089

	 	 	Risk
	 	 	Capabilities Enhancement – II Long Lead for six Motor Sets,
Ordnance, and Tanks ($5,660,000 – includes $2,280,000 Termination
Liability as this item is issued under a Boeing Risk account.
Ultimately it is expected this effort will be transferred under
CLIN 0409). Material is to support deliveries which are planned
to begin on 1/19/06 for BAMs and 2/17/06 for Booster Stacks and
continue at a rate of one per month.
	 	 	Undef	 
	 	0091

	 	 	 	0111	 	 	 	Integration Support – See Statement of Work Attachment under this
item. ($210,118)
	 	 	Def	 
	 	0096

	 	 	 	0401	 	 	 	OSC
Support to Ft. Greely – See Statement of Work Attachment
under this item. This item includes “Harsh Weather Clothing”
(Outer Coat/Parka, REI Triad Parka; Insulated Pants, Mountain
Hardware Chugach Pants; Gloves, REI Tapped Overmitts with liners;
Balaclava, Turtle Fur MFS Shellaclava; Duffle Bag, Outdoor
Products Cordura Duffel). These items shall be retained for
utilization as appropriate throughout the duration of this
program. Boots (Kamik K2) are also included but are considered
consumable items. 	 	 	Def	 
	 	0099

	 	 	 	0101	 	 	 	VLS Repair – value transferred under Line Item 0002
	 	 	Def 

	 
	 




 



*(Def) = Definitized Value; (Undef) = Undefinitized Value. Segregate costs and report
separately on the monthly CPR-Format 6 submittal for each item identified with
“Undef”.
 


As an inducement to and as additional consideration for the issuance of this contract,
Subcontractor hereby grants to Buyer the following option exercisable at the sole election
of Buyer by issuing written notice thereof to Subcontractor on or before the option
exercise date contained herein, to purchase under the same terms and conditions of this
subcontract, as may be amended from time to time, additional effort at a price to be
negotiated by not to exceed the price below.



	 	 	 	 	 	 	 
	 	 	 	 	NTE PRICE
	ITEM DESCRIPTION	 	OPTION EXERCISE DATE	 	(TO BE NEGOTIATED)
	0201 – Option superceded by Capabilities Enhancement requirement	 	 	N/A	 
	0203 – Qty 45 boost vehicles

	 	No later than 12/15/2003*
	 	$	396,233,354	 
	0301 – Sustainment of the items
produced under CLIN 0203

	 	No later than 10/1/2005*
	 	$	18,885,247	 







	   	It is mutually agreed and understood that the additional effort procured by buyer under
the provisions of this option clause shall be performed in strict compliance with all of
the requirements of this contract as such may be amended from time to time and made
applicable hereto.
	 
	 
	   	It is contemplated that Buyer may make changes in accordance with the Changes article
hereof at any time in the services ordered or to be ordered hereunder. In the event that
any changes are made, the prices provided for herein shall, with respect to the effort
changed, be subject to equitable adjustment in accordance with the Changes article.
	 
	 
	   	Exercise of any option hereunder will be by change notice hereto or by separate contract.
	 








 









 







	 	 	 	 	 	 	 	 	 	 	 	 
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	   	It is further mutually agreed and understood that Buyer is under no obligation
whatsoever to exercise the above option and that no representations have been made
by committing to the exercise of any option herein, and that Buyer may procure any
additional requirements elsewhere.
	 






	 	*  	Buyer and Subcontractor agree that Buyer’s option exercise date(s) are
contingent upon exercise by Buyer’s customer of options in its contract with the
Buyer. Delay in the customer’s exercise of any option will, in turn, delay the
exercise of the related option in this order on a day-for-day basis, until such time
as the Buyer’s contract option is exercised.	 






	VI.  	TARGET COST, AWARD FEE, AND AWARD FEE PLAN
	 
	 
	   	Subject to Exhibit A, Form GP-4, provision entitled “Allowable Cost and Payment — FAR
52.216-7”, the Subcontractor shall be compensated for performance as follows:
	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Est. Cost	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Estimated Cost	 	 	 	of Money	 	 	 	Award Fee	 	 	 	Contract Value	 	 
	 	
Line Item 0002 (CLIN 0101)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Definitive
	 	 	$	327,326,073	 	 	 	$	1,321,913	 	 	 	$	47,813,586	 	 	 	$	376,461,572	 	 
	 	Undefinitive
	 	 	 	--	 	 	 	 	--	 	 	 	 	--	 	 	 	$	6,374,196	 	 
	 	Sub-Total
	 	 	$	327,326,073	 	 	 	$	1,321,913	 	 	 	$	47,813,586	 	 	 	$	382,835,768	 	 
	 
	 	Line Item 0003 (CLIN 0111)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Definitive
	 	 	$	91,384,017	 	 	 	$	172,806	 	 	 	$	13,398,081	 	 	 	$	104,954,904	 	 
	 	Undefinitive
	 	 	 	--	 	 	 	 	--	 	 	 	 	--	 	 	 	 	--	 	 
	 	Sub-Total
	 	 	$	91,384,017	 	 	 	$	172,806	 	 	 	$	13,398,091	 	 	 	$	104,954,904	 	 
	 
	 	Line Item 0004 (CLIN 0101)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Definitive Total
	 	 	$	214,144	 	 	 	$	866	 	 	 	$	32,122	 	 	 	$	247,132	 	 
	 
	 	Line Item 0013
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Definitive Total
	 	 	$	0	 	 	 	$	0	 	 	 	$	0	 	 	 	$	0	 	 
	 
	 	Line Item 0018 (CLIN 0107)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Definitive Total
	 	 	$	78,201	 	 	 	$	48	 	 	 	$	11,730	 	 	 	$	89,979	 	 
	 
	 	Line Item 0078 (CLIN 0401)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Definitive
	 	 	$	104,792,851	 	 	 	$	148,998	 	 	 	$	15,718,928	 	 	 	$	120,660,777	 	 
	 	Undefinitive
	 	 	 	--	 	 	 	 	--	 	 	 	 	--	 	 	 	$	0	 	 
	 	Sub-Total
	 	 	$	104,792,851	 	 	 	$	148,998	 	 	 	$	15,718,928	 	 	 	$	120,660,777	 	 
	 
	 	Line Item 0088 (CLIN 0101)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Definitive
	 	 	$	0	 	 	 	$	0	 	 	 	$	0	 	 	 	$	0	 	 
	 	Undefinitive
	 	 	 	--	 	 	 	 	--	 	 	 	 	--	 	 	 	$	139,664	 	 
	 	Sub-Total
	 	 	$	0	 	 	 	$	0	 	 	 	$	0	 	 	 	$	139,664	 	 
	 
	 	Line Item 0089 (Boeing Risk)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Definitive
	 	 	$	0	 	 	 	$	0	 	 	 	$	0	 	 	 	$	0	 	 
	 	Undefinitive
	 	 	 	--	 	 	 	 	--	 	 	 	 	--	 	 	 	$	5,660,000	 	 
	 	Sub-Total
	 	 	$	0	 	 	 	$	0	 	 	 	$	0	 	 	 	$	5,660,000	 	 
	 
	 	Line Item 0091 (CLIN 0111)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Definitive
	 	 	$	182,178	 	 	 	$	613	 	 	 	$	27,327	 	 	 	$	210,118	 	 
	 	Undefinitive
	 	 	 	--	 	 	 	 	--	 	 	 	 	--	 	 	 	$	0	 	 
	 	Sub-Total
	 	 	$	182,178	 	 	 	$	613	 	 	 	$	27,327	 	 	 	$	210,118	 	 
	 
	 	Line Item 0096 (CLIN 0401)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Definitive
	 	 	$	44,046	 	 	 	$	149	 	 	 	$	6,607	 	 	 	$	50,802	 	 
	 	Undefinitive
	 	 	 	--	 	 	 	 	--	 	 	 	 	--	 	 	 	$	0	 	 
	 	Sub-Total
	 	 	$	44,046	 	 	 	$	149	 	 	 	$	6,607	 	 	 	$	50,802	 	 
	 
	 	Line Item 0099 (CLIN 0101)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Definitive Total
	 	 	$	0	 	 	 	$	0	 	 	 	$	0	 	 	 	$	0	 	 








 









 









	 	 	 	 	 	 	 
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	 	Total Definitive
	 	 	$	524,021,510	 	 	 	$	1,645,393	 	 	 	$	77,008,381	 	 	 	$	602,675,284	 	 
	 	Total Undefinitive
	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	$	12,173,860	 	 
	 	Total Contract
	 	 	$	524,021,510	 	 	 	$	1,645,393	 	 	 	$	77,008,381	 	 	 	$	614,849,144	 	 
	 






	 
	As established in the Award Fee Plan, Exhibit E, the award amount and the
award fee determination methodology are unilateral decisions made solely at the
discretion of Boeing.

	 

	Per paragraph 8.1, Potential Award Fee, of the Award Fee Plan, the potential award fee
available for each performance evaluation period is as follows:







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Flight Test	 	 	 	Test Bed	 	 	 	 	 	 	 	 	ISTIC	 	 	 	Proposal	 	 	 	 	 	 
	 	Period	 	 	 Pool	 	 	 	Pool	 	 	 	CE Pool	 	 	 	Pool	 	 	 	Prep. Pool	 	 	 	Total Pool	 	 
	 	1 - 12/18/01-9/30/02
	 	 	$	8,895,159	 	 	 	$	547,685	 	 	 	 	–
–	 	 	 	 	– –	 	 	 	 	– –	 	 	 	$	9,442,844	 	 
	 	2 - 10/1/02-3/31/03
	 	 	$	10,358,532	 	 	 	$	1,280,268	 	 	 	 	– –	 	 	 	 	– –	 	 	 	 	– –	 	 	 	$	11,638,800	 	 
	 	3 - 4/1/03-9/30/03
	 	 	$	7,878,368	 	 	 	$	2,433,632	 	 	 	 	– –	 	 	 	 	– –	 	 	 	 	– –	 	 	 	$	10,312,000	 	 
	 	4 - 10/1/0 3/31/04
	 	 	$	7,202,549	 	 	 	$	3,015,875	 	 	 	 	– –	 	 	 	 	– –	 	 	 	 	– –	 	 	 	$	10,218,424	 	 
	 	5 - 4/1/04-9/30/04
	 	 	$	5,695,651	 	 	 	$	1,521,151	 	 	 	$	7,055,700	 	 	 	 	– –	 	 	 	 	– –	 	 	 	$	14,272,502	 	 
	 	6 - 10/1/04-3/31/05
	 	 	$	3,746,358	 	 	 	$	1,763,353	 	 	 	$	5,787,468	 	 	 	$	11,730	 	 	 	$	32,122	 	 	 	$	11,341,031	 	 
	 	7 - 4/1/05-9/30/05
	 	 	$	3,748,867	 	 	 	$	2,593,597	 	 	 	$	2,882,367	 	 	 	 	– –	 	 	 	 	– –	 	 	 	$	9,224,831	 	 
	 	8 - 10/1/05-3/31/06
	 	 	$	748,065	 	 	 	$	579,574	 	 	 	 	– –	 	 	 	 	– –	 	 	 	 	– –	 	 	 	$	1,327,639	 	 
	 	9 - 4/1/0-9/30/06
	 	 	$	405,290	 	 	 	 	– –	 	 	 	 	– –	 	 	 	 	– –	 	 	 	 	– –	 	 	 	$	405,290	 	 
	 	10 - 10/l/06-/31/07
	 	 	$	416,586	 	 	 	 	– –	 	 	 	 	– –	 	 	 	 	– –	 	 	 	 	– –	 	 	 	$	416,586	 	 
	 





	 	 	 
	VII.

	 	FUNDING LIMITATION






	 	 	 	 	 
	

	 	A.
	 	Of the total estimated price of this subcontract, the following maximum
funding amounts are available for payment and allotted to this
subcontract. NOTE: Only the items with funding allotted are listed. If the item is not listed, it does
not have funding allotted.
	

	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Line Item	 	 	Funding Limitation	 	 	Funded Through:	 
	 	0002
	 	 	$	291,271,493	 	 	 	January 2005	 
	 	0003
	 	 	$	69,897,055	 	 	 	January 2005	 
	 	0004
	 	 	$	247,132	 	 	 	Fully Funded	 
	 	0013
	 	 	$	0	 	 	 	 	N/A	 	 
	 	0018
	 	 	$	89,979	 	 	 	Fully Funded	 
	 	0078
	 	 	$	83,424,198	 	 	 	January 2005	 
	 	0088
	 	 	$	169,664	 	 	 	January 2005	 
	 	0089
	 	 	$	5,660,000	 	 	 	Fully Funded (includes
 Termination Liability)	 
	 	0091
	 	 	$	210,118	 	 	 	Fully Funded	 
	 	0096
	 	 	$	50,802	 	 	 	Fully Funded	 
	 	Total
	 	 	$	451,020,441	 	 	 	 	 	 	 
	 





	 	 	 	 	 
	

	 	B.
	 	Reserved
	

	 	 	 	 
	

	 	C.
	 	Notwithstanding any other provision of this subcontract, all payments
to the Subcontractor shall be
subject to the funding limitation as set forth in Paragraph A above, and in
accordance with Exhibit A,
Form GP-4, Clause 11, entitled “Limitation of Funds”.
	 









 










 










	 	 	 	 	 	 	 
	ITEM	 	 	SUBCONTRACT NO.	PAGE NO.
	NO.	SUBCONTRACT SCHEDULE (Rev 21)	 	101018	7 of 11
	 	 	 	 
	 
	 	 	 	 	 	 








	 	 	 	 	 
	

	 	D.
	 	Upon issuance by Boeing to the Subcontractor of a subcontract change notice signed
by an authorized
agent of Boeing, the expenditure limitation specified above as Boeing’s maximum
liability shall be
deemed to be adjusted in accordance with said Change Notice for the continued
performance of the work
specified in Exhibit B.
	

	 	 	 	 
	

	 	E.
	 	Notwithstanding potential termination liability amounts reported by Seller to
Buyer, pursuant to the Limitation of Funds provisions of this Subcontract, Seller shall fully utilize the
funding released by Buyer, for performance of the requirements under this subcontract. Seller shall not
reserve or withhold from its expenditures, any funding that represents potential termination costs. In the
event that this Subcontract is terminated for convenience pursuant to the Termination clauses of this
subcontract, Buyer
shall remain liable to Seller for termination costs in accordance with the provisions
of the Termination
clause hereof.
	

	 	 	 	 
	

	 	 	 	In addition, in the event that this Subcontract is terminated for convenience during
GFY 2003 or GFY 2004, buyer shall remain liable to Seller for all valid incurred
costs, which arise under the Limitation of Funds or Limitation of Costs clauses, or
“F” below. Notification of Termination for Convenience will have no effect on Buyer’s
obligation to pay deferred bills within the time limitations specified in “F” below.
	

	 	 	 	 
	

	 	F.
	 	Deferred Billing of Incurred Costs - It is understood that Seller’s
funding requirements projected for
Government Fiscal Year (GFY) 2003 and GFY 2004 may exceed available funding. At
Seller’s election
and while reporting all incurred costs and estimated potential termination liability
pursuant to “E” above,
Seller may continue performance beyond funds released by Buyer, but Seller shall defer
billing of any
incurred costs and fee beyond the authorized “bill up to” ceiling stated in
subparagraphs (a) and (b) for the
then current GFY, under condition that: [i] deferred billing of incurred costs beyond
funds released by
Buyer may be billed in the next fiscal year (GFY 2003 deferred costs billed in GFY
2004; GFY 2004
deferred costs billed in GFY 2005) and shall be paid within 60 days of receipt of
Invoice; and, [ii] no
increase in cost or fee shall be billed by Seller or paid by Buyer for deferred billing
of incurred costs. The
following “bill up to” ceilings are imposed:






	 	 	 	 	 	 	 
	

	 	 	 	(a)
	 	For GFY 2003, the maximum “bill up to” ceiling is: $
142.89M
	

	 	 	 	 	 	 
	

	 	 	 	(b)
	 	For GFY 2004, the maximum “bill up to”
ceiling is: N/A






	 	 
	VIII.

	GOVERNMENT AND BUYER FURNISHED
PROPERTY






	 	 	 	 	 
	

	 	A.
	 	A list of the current Government Furnished Property (GFP) is located in
Exhibit F titled Government
Furnished Property (GFP) Listing. Additional Government Furnished Property is subject
to definitization
by the government.
	

	 	 	 	 
	

	 	B.
	 	A list of the current Buyer Furnished Property (BFP) is located in
Exhibit G titled Buyer Furnished
Property (BFP) Listing. Additional Buyer Furnished Property is subject to definitization as required.






	 	 	 
	IX.

	 	PRINCIPAL PLACE OF PERFORMANCE
	

	 	 
	

	 	The principal place of performance of this subcontract shall be at the Subcontractor’s
site located in Chandler, Arizona.






	 	 	 
	X.

	 	RESERVED






	 	 	 
	XI.

	 	INVOICE PAYMENT INSTRUCTIONS






	 	 	 	 	 
	

	 	A.
	 	Subcontractor may invoice bi-monthly with the approximate billing dates
to be the 7th and the 21st of each month. Subcontractor may bill 1/3 of the potential
15% Award Fee retroactive to the December 01 billing








 









 








	 	 	 	 	 	 	 	 	 	 	 	 
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	 	 	SUBCONTRACT
SCHEDULE (Rev 21)
	 	 	SUBCONTRACT NO.

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	 	   	period. For the months of Oct., Nov., and Dec., 2002 OSC may bill 2/3 of the
potential 15% award fee. Beginning in January 2003, the amount reverts back to the
1/3 of the potential 15%. Beginning with the June 2004 billings, Seller may
provisionally bill 10% of the potential 15% award fee.	 
	 
	 	B.  	Payments. Payments are made from “original” invoices only. Fax
copies, copies of invoices or
statements will not be accepted. “Duplicate original” invoices must not be sent without
prior authorization
from either your purchasing agent or accounts payable. Duplicate original invoices,
altered invoices or
computer prints of invoices not on your company letterhead must be signed and dated
with full signature
of the appropriate manager in your company. Initials will not be accepted. Third party
billing is not
allowed.	 
	 
	 	C.  	Invoice mailing information. Invoices are to be mailed to:	 





	 	 	 
	Standard Mail

	 	Overnight/Express Mail
	The Boeing Company

	 	The Boeing Company
	Accounts Payable

	 	5651 Phantom Drive
	P. O. Box 66956, Mail Code S276-1371

	 	Hazelwood, MO 63042

	St. Louis, MO 63166-6956
	 	 
	 
	 	 
	Attention: Carolyn Washington

	 	Attention: Accounts Payable
	

	 	                 M/C S276-1371
	 
	 	 
	Phone:
(314) 232-8455  Fax: (314) 232-8846
	 	 






	 	   	Invoices sent to any other address or to buyers may delay your payment.	 
	 
	 	   	A copy of invoices will be e-mailed to Buyer identified on purchase contract faceplate
when the originals have been mailed to Accounts Payable.	 
	 
	 	D.  	Prepaid freight charges. When prepaid freight charges are
authorized by your procurement agent, include
a copy of each freight bill with the invoice if total charges exceed $100.00. Freight
charges over $100.00 require approval from Boeing traffic prior to payment and will be deducted from your
invoice payment. It
is not necessary to re-invoice. When the approval has been received, an additional
check will be issued
for the approved freight charge.	 
	 
	 	E.  	Invoice requirements. All invoices must contain the following information:	 






	 	1.  	The name and address of the supplier, which must match the
name, and address on the purchase	 
	 
	 	2.  	Invoice number.	 
	 	3.  	Invoice date.	 
	 	4.  	Boeing purchase contract number. Only one purchase contract number per invoice.	 
	 	5.  	Boeing purchase contract line item number(s) and description of item ordered
(Boeing part number).	 
	 	6.  	Quantity invoiced, which must equal quantity shipped, and cannot exceed quantity
ordered.	 
	 	7.  	Unit of measure. If the invoice-billing unit of measure is
different than the purchase contract order
unit of measure, both units of measure must be included on the invoice.	 
	 	8.  	Unit price, which must agree with the purchase contract unit price.
If the invoice billing unit price is
different than the purchase contract unit price, both unit prices must be included
on the invoice.	 
	 	9.  	Extended unit price. Each Boeing purchase contract line item must
be subtotaled individually before
tax, freight or any additional charges are listed. Each invoice must have a grand
total, which includes all charges.	 
	 	10.  	Payment terms, which must agree with the purchase contract payment terms.	 
	 	11.  	Shipping information, which includes shipment number, date of shipment and freight
carrier.

	 







 









 







	 	 	 	 	 	 	 	 	 	 	 	 
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	 	 	SUBCONTRACT NO.

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	 	12.  	Name and address where invoice payment is to be mailed. Name must agree
with the purchase
contract name.	 
	 
	 	13.  	Name, title, phone/fax number and mailing address of person to be
notified in event of a defective
invoice.	 
	 
	 	14.  	Signed certification similar to the following: “I hereby certify, to
the best of my knowledge and
belief, that this invoice is correct, and that all items invoiced are based upon
actual costs incurred or
services rendered consistent with the terms of the subcontract agreement.”	 




	 	F.  	The purchase contract is the sole basis for your payment. Incorrect
invoices will be returned unpaid.
Accounts payable cannot authorize or negotiate any changes to the purchase contract.
Please contact your
procurement agent directly to resolve invoice discrepancies.	 
	 
	 	G.  	Payment inquiries. Accounts payable checks are generated twice a
week. Checks are prepared and mailed or transmitted (if Electronic Funds Transfer applies) each Tuesday and Thursday.


Inquiries on past due invoices (aged 45 days from invoice date) or payment problems may
be faxed directly to accounts payable representative identified herein. A copy of the
invoice in question should be annotated with the specific problem.	 
	 
	 	H.  	Identification. For accounting purposes all invoices submitted by the
Subcontractor shall note:
Subcontract Number 101018, Prime Contract HQ0006-01-C-0001, and the “Project CCN”,
shown on the purchase contract faceplate, for the item being invoiced.	 






	 	XII.  	PRIORITY	 
	 
	 	   	The priority rating for this subcontract is DX-C9. This is a rated order certified for
national defense use, and you are required to follow all of the provisions of the Defense
Priorities and Allocation System regulation (15 CFR Part 700). Pursuant to the Defense
Priorities and Allocations System regulation, you are required to acknowledge this order
in writing within fifteen working days after receipt of a “DO” rated order and within ten
working days after receipt of a “DX” rated order.	 
	 
	 	XIII.  	SECURITY REQUIREMENTS	 
	 
	 	   	The security requirements applicable to this subcontract are set forth in the DD Form
254, Contract Security Classification Specification, Exhibit D.	 
	 
	 	XIV.  	RELATIONSHIP WITH SUBCONTRACTOR	 
	 
	 	   	The Subcontractor shall, at the request of Buyer, arrange and conduct meetings at the
Subcontractor’s or lower-tier supplier’s or subcontractor’s facilities with Buyer and
Government personnel in attendance. Buyer may request such meetings to review in-process
work, investigate problem areas or activities critical to program schedules, or to witness
or review test activities.	 
	 
	 	XV.  	ALABAMA TAX EXEMPTION	 
	 
	 	   	The items and/or services purchased hereunder are for resale to the U. S. Government and
are exempt from taxation per Certificate Number 6800 04598.
 	 









 









 






	 	 	 	 	 	 	 	 	 	 	 	 
	 	ITEM
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	 	 	SUBCONTRACT
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	 	 	SUBCONTRACT NO.

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	 	 	PAGE NO.

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	 	XVI.  	ORDER OF PRECEDENCE	 
	 
	 	   	In the event of any inconsistency between the provisions of this subcontract, the
inconsistency shall be resolved by giving precedence in the following order:	 






	 	(a)  	Subcontract Schedule and Exhibit G, Buyer Furnished Property (BFE) Listing	 
	 	(b)  	General Provisions, Terms and Conditions	 
	 	(c)  	Statements of Work	 
	 	(d)  	Other documents incorporated by reference	 






	 	XVII.  	RESERVED	 
	 
	 	XVIII.  	DATA REQUIREMENTS	 






	 	A.  	Product Data Requirements applicable hereto are identified in Exhibit B,
Statement of Work. The
required submittals shall be delivered to Data Management with a courtesy copy of the
cover letter to the Buyer(s) , OBV IPT Lead, and OBV IPT Deputy/Chief Engineer.	 
	 
	 	   	NOTES:	 





	 	1)  	Source code which is marked “Orbital Proprietary” shall be
delivered via CD only (not placed on
TINS). Buyer may provide this source code to its Subcontractors which perform
system
verification (see exception language to GP4 in Exhibit A, Terms and Conditions).	 
	 	2)  	If required, software executable code (only) for software
submittals (GMD289) may be delivered concurrently to Configuration Management, Huntsville.	 







	 	 	 
	        Data Management Representatives:

	 	Evelyn Martinez, e-mail: evelyn.l.martinez@boeing.com

Lorelei Collins, e-mail: lorelei.l.collins@boeing.com






	 	 	 
	     Mailing address:

	 	The Boeing Company

Evelyn Martinez, MC 031-GB34

3370 Miraloma Avenue
 Anaheim, CA 92806






	 	 	 
	        Configuration Management Representative:

	 	Ken Ille, e-mail: Kenneth.w.ille@boeing.com






	 	 	 
	     Mailing address:

	 	The Boeing Company

Ken Ille, MC JN-26

799A James Record Road

Huntsville, AL 35824







	 	B.  	Exhibit B, Attachment A, references “Integration Phases”. The Integration
Phase periods of performance are:	 





	 	 	 	 	 	 	 	 	 
	 
	 	Integration Phase No. 	 	 	Period of Performance	 	 	Units/Vehicles Included	 
	 	
III

	 	 	12/28/01
– 2/15/05
	 	 	BV-6
through IFT-15	 
	 	
Test Bed

	 	 	3/29/03 – 9/30/04
	 	 	TB-1 through TB-5	 
	 	
Capabilities
Enhancement – VAFB

	 	 	11/3/03
– 12/22/05
	 	 	CE-2 through CE-5	 
	 	
Capabilities
Enhancement – Ft. Greely

	 	 	11/3/03
– 4/10/06
	 	 	CE-1 and CE-6 through CE-15	 
	 	
IV

	 	 	3/29/02 – 4/30/07
	 	 	1FT-19 through IFT-21	 
	 	
V

	 	 	4/29/03
– 9/3/07
	 	 	1FT-25	 
	 
 








          


 









 








	 	 	 	 	 	 	 	 	 	 	 	 
	 	
ITEM
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	 	 	SUBCONTRACT
SCHEDULE (Rev 21)
	 	 	SUBCONTRACT NO.

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	 	 	PAGE NO.

11 of 11	 








	 
	 	C.  	Data submittals which have previously been submitted and are unchanged for the
Capabilities Enhancement segment of this purchase contract are not required to be
resubmitted in whole. Subcontractor need only to submit a letter certifying the
previous submittal has been reviewed for consideration of the Capabilities Enhancement
requirements and no changes/updates to the previous submittal are required. The letter
must clearly identify the previous submittal which was reviewed.	 





	 	XIX.  	EXPLOSIVES/ORDNANCE	 





	 	A.  	The intended use of the explosives/ordnance items under this contract are for
installation/integration into
the end–item Booster. The business Employer Identification Number (EIN) for use on
shipping
documentation is 910425694 and Boeing’s principal address is shown on the purchase
contract faceplate
(Boeing’s local business address is the same).	 
	 
	 	B.  	Seller agrees that Buyer may return any surplus ordnance material resulting from this
contract to Seller.	 






	 	XX.  	EXHIBITS	 
	 
	 	   	The following Exhibits, referenced herein, are attached hereto and made a part hereof:	 






	 	   	No.     Title	 






	 	A  	Subcontract 101018 Terms and Conditions, dated 10/11/04	 
	 
	 	B  	Ground-based Missile Defense Orbital Sciences Subcontractor Statement
of Work for the Orbital Boost Vehicle, Document D743-16366-1, Revision C, dated 1/7/04	 






Attachment A - Product Data Requirements List
(PDRL),dated 1/7/04

Attachment B - Working Group Correlation Matrix, dated 1/7/04

Attachment C - Hardware Delivery Schedule, dated 3/25/04

Attachment D - Applicable Documents, dated 1/7/04




	 	C  	Document Matrix, dated 10/20/04	 
	 
	 	D  	DD Form 254, Contract Security Classification Specification
for Subcontract Number 101018, Revision 3, dated 7/1/04	 
	 
	 	E  	Award Fee Plan, dated 3/29/02	 
	 
	 	F  	Government Furnished Property (GFP) Listing, dated 5/24/04	 
	 
	 	G  	Buyer Furnished Property (BFP) Listing, dated 3/25/04	 
	 
	 	H  	Approved Deviations/Waivers, dated 10/20/04	 
	 
	 	I  	(DRAFT) Ground-based Missile Defense Orbital Sciences Corporation Subcontractor Statement of
Work for the Orbital Boost Vehicle, Block 2006 Capabilities Enhancement II, dated
5/21/04 Draft