-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E8xbTmQRKjF/4oUIaxlXUlK1xJ6TGxqSedz3Xgc3q9Wno8xXmEwcKxXbFQbWiWOs QIm5ItLZC+e0Eh3Slfh5ng== 0000950133-03-000719.txt : 20030307 0000950133-03-000719.hdr.sgml : 20030307 20030307133926 ACCESSION NUMBER: 0000950133-03-000719 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20030307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORBITAL SCIENCES CORP /DE/ CENTRAL INDEX KEY: 0000820736 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 061209561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14279 FILM NUMBER: 03595869 BUSINESS ADDRESS: STREET 1: 21700 ATLANTIC BLVD CITY: DULLES STATE: VA ZIP: 20166 BUSINESS PHONE: 7034065000 MAIL ADDRESS: STREET 1: 21700 ATLANTIC BLVD STREET 2: 21700 ATLANTIC BLVD CITY: DULLES STATE: VA ZIP: 20166 FORMER COMPANY: FORMER CONFORMED NAME: ORBITAL SCIENCES CORP II DATE OF NAME CHANGE: 19900212 10-Q/A 1 w83875e10vqza.txt QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT No. 2 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended MARCH 31, 2002 ORBITAL SCIENCES CORPORATION Commission file number 1-14279 DELAWARE 06-1209561 (State of Incorporation) (IRS Identification number) 21839 ATLANTIC BOULEVARD DULLES, VIRGINIA 20166 (703) 406-5000 (Address of principal executive offices) (Telephone number) The registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. As of June 24, 2002, 43,825,851 shares of the registrant's common stock were outstanding. EXPLANATORY NOTE This Amendment No. 2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 is being filed solely for the purpose of amending the footnote to the Exhibit Index hereto and the footnote to Exhibit 10.2, filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ORBITAL SCIENCES CORPORATION DATED: March 6, 2003 By: /s/ Garrett E. Pierce ---------------------------------- Garrett E. Pierce Vice Chairman and Chief Financial Officer CERTIFICATIONS I, David W. Thompson, the Chairman and Chief Executive Officer of Orbital Sciences Corporation (the "Company"), certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of the Company; and 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report. Date: March 6, 2003 /s/ David W. Thompson ------------------------------------ David W. Thompson Chairman and Chief Executive Officer I, Garrett E. Pierce, the Vice Chairman and Chief Financial Officer of Orbital Sciences Corporation (the "Company"), certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of the Company; and 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report. Date: March 6, 2003 /s/ Garrett E. Pierce ----------------------------------------- Garrett E. Pierce Vice Chairman and Chief Financial Officer EXHIBIT INDEX The following exhibits are filed with this report unless otherwise indicated.
Exhibit No. Description - ----------- ----------- 3.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.1 to the company's Registration Statement on Form S-3 (File Number 333-08769) filed and effective on July 25, 1996). 3.2 By-Laws of Orbital Sciences Corporation, as amended on July 27, 1995 (incorporated by reference to Exhibit 3 to the company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995). 3.3 Certificate of Amendment to Restated Certificate of Incorporation, dated April 29, 1997 (incorporated by reference to Exhibit 3.3 to the company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998). 3.4 Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock, dated November 2, 1998 (incorporated by reference to Exhibit 2 to the company's Report on Form 8-A filed on November 2, 1998). 10.1 Orbital Sciences Corporation 1997 Stock Option and Incentive Plan, as amended through April 25, 2002 (previously filed).* 10.2 Purchase Contract, dated as of March 27, 2002 by and between Orbital Sciences Corporation and The Boeing Company (transmitted herewith).** 10.3 Letter Agreement, dated December 4, 2001 by and between Orbital Sciences Corporation and The Boeing Company (previously filed). 99.1 Certification of Chairman and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (transmitted herewith). 99.2 Certification of Vice Chairman and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (transmitted herewith).
- -------------- * Management Compensatory Plan ** Certain portions of this Exhibit were omitted by means of redacting a portion of the text. This Exhibit has been filed separately with the Secretary of the Commission along with a letter from the Missile Defense Agency stating that such redacted text is classified pursuant to Rule 0-6 of the Securities Exchange Act of 1934. EX-10.2 3 w83875exv10w2.txt EXHIBIT 10.2 . . . [BOEING LOGO] PURCHASE CONTRACT ACCEPTANCE REQUIRED: [X] THE BOEING COMPANY P.O. BOX 240002 HUNTSVILLE, AL 35824-8402 SPECIAL CONTRACT INSTRUCTIONS ARE ATTACHED HERETO: - ------------------------------------------------ ---------------------------------------------------------------------------- ORBITAL SCIENCES CORP 675784 PURCHASE CONTRACT NO.: PCC STATUS PAGE 101018 2 AP 1 OF 2 3380 S PRICE RD ---------------------------------------------------------------------------- CHANDLER , AZ 85248-3534 --------------------------- RELEASE 17-APR-02 DATE: ATTENTION: Camille Cisek --------------------------- --------------------------------------------- ORIGINAL 27-MAR-02 [ ] Subject to Tax PC DATE: --------------------------- [X] For Resale, Not Subject to Tax CONFIRM 12/19/01 (Cert No. RA 103) DATE: - ------------------------------------------------ --------------------------- --------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ SHIP VIA: Not applicable FOB: Not Applicable TERMS: 0% 0 NET 30 - ------------------------------------------------------------------------------------------------------------------------------------ SHIP TO: The Boeing Company 799A James Record Road Huntsville , AL 35824 - ------------------------------------------------------------------------------------------------------------------------------------ ADDRESS ALL INQUIRIES TO BUYER: BUYER NAME: Connie Kama MAIL STOP: GB-81 PHONE: 714-762-0352 FAX: EMAIL: connie.kama@boeing.com - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ PURCHASE ORDER COMMENTS: - ------------------------------------------------------------------------------------------------------------------------------------ THE FOLLOWING LISTED ATTACHMENTS DEFINE THE TERMS AND CONDITIONS APPLICABLE TO THIS PURCHASE CONTRACT. ATTACHMENTS PRECEDED BY THE WORD "WEB" ARE AVAILABLE ON THE INTERNET AT HTTP://WWW.BOEING.COM/COMPANYOFFICES/DOINGBIZ/TSCS. ADDITIONAL APPLICABLE TERMS AND CONDITIONS IDENTIFIED IN THE LIST ARE ATTACHED HERETO. TERMS AND CONDITIONS APPLICABLE TO SPECIFIC LINE ITEMS ARE IDENTIFIED WITH THE LINE ITEM. IF YOU ARE UNABLE TO ACCESS THE INTERNET, PLEASE CONTACT THE BUYER IDENTIFIED ABOVE. ATTACHMENTS CHANGE PC CHANGES Rev 03 CLAUSES A229 Rev 01/01 DPAS DPAS ORDER Rev 00 HEADER DD FORM 254 Rev 00 FREEFORM 101018 RAPID SOW Rev 000 SHIP VIA: HSV. SHIPPING INSTRUCTIONS Rev 03/01 ZZZZ END Rev 00 TOTAL PC VALUE $333,954,177.00 NTE CURRENT FUNDED VALUE $61,371,294.00 - ------------------------------------------------------------------------------------------------------------------------------------ GOVERNMENT PRIORITY RATINGS IDENTIFIED AT THE LINE ITEM LEVEL INDICATE THAT REQUIREMENTS WITHIN THIS ORDER ARE CERTIFIED FOR NATIONAL DEFENSE USE UNDER DMS REGULATION 1, AND YOU ARE HEREBY REQUESTED TO SIGN AND RETURN ACKNOWLEDGEMENT WITHIN TEN WORKING ACCEPTANCE OF THE OFFER REPRESENTED BY THIS ORDER IS EXPRESSLY DAYS FOR DO RATED REQUIREMENTS AND WITHIN FIVE WORKING DAYS FOR LIMITED TO THE PROVISIONS HERETO. SIGNING AND RETURNING THE DX RATED REQUIREMENTS. ACKNOWLEDGMENT COPY OF THE ORDER (IF ATTACHED HERETO), OR, IN ANY EVENT, DELIVERY IN THE WHOLE OR IN PART OF THE ARTICLES TO BE - ---------------------------------------------------------------- FURNISHED HEREUNDER SHALL CONSTITUTE ACCEPTANCE OF THIS ORDER. THIS IS THE ENTIRE CONTRACT AND NO CHANGES OF ANY KIND WHATSOEVER ARE BINDING ON THE BUYER UNLESS THEY ARE ACCEPTED BY THE BUYER IN --ACCEPTANCE OF THIS PURCHASE ORDER IS HEREBY ACKNOWLEDGED-- WRITING. SELLER___________________________________ DATE___________ - ------------------------------------------------------------------------------------------------------------------------------------
/\ REFERS TO INFORMATION OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT. THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION ALONG WITH A LETTER FROM THE MISSILE DEFENSE AGENCY STATING THAT SUCH REDACTED TEXT IS CLASSIFIED PURSUANT TO RULE 0-6 OF THE SECURITIES EXCHANGE ACT OF 1934. - ----------------- ----------------------------------------- ------------------------------- ----------------- ------------------ [BOEING LOGO] PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION 2 PAGE 2 OF 2 - ----------------- ----------------------------------------- ------------------------------- ----------------- ------------------ - ------ ---------------------------------------------------------------------------------------------------------------------------- ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE TRUE MANUFACTURER - ------ ---------------------------------------------------------------------------------------------------------------------------- 0001 1 LT VHA**10**093 RAPID BV LAUNCH ORBITAL SCIENCES HQ0006-01-C-0001 DX-68 $11,231,432.00 $11,231,432.00 SOW: Rapid BV Lau SOW REV: 12/17/20 ITEM REFERENCE: Estimated Price to be negotiated ITEM UNIT VALUE: $11,231,432.00 VALUE CODE: B PERIOD OF PERFORMANCE: 12/18/01 through 3/31/07 --------------------------------------------- QUANTITY ORDERED DELIVERY DATE --------------------------------------------- 1 30-APR-02 0002 1 LT VHA**10**093 ABV DESIGN ORBITAL SCIENCES HQ0006-01-C-0001 DX-C9 $43,205,486.00 $43,205,486.00 SOW: ABV Design a SOW REV: 12/17/01 ITEM REFERENCE: Definitized Price Included in Line Item 2 ITEM UNIT VALUE: $315,252,803.00 VALUECODE: f PERIOD OF PERFORMANCE: 12/18/01 through 3/31/07 --------------------------------------------- QUANTITY ORDERED DELIVERY DATE --------------------------------------------- 1 30-APR-02 0003 1 LT VHA**10**093 TEST BED HQ0006-01-C-0001 DX-C9 $6,934,376.00 $6,934,376.00 ITEM REFERENCE: To be negotiated ITEM UNIT VALUE: $7,469,942.00 VALUE CODE: d PERIOD OF PERFORMANCE: 2/8/02 through 3/31/07 --------------------------------------------- QUANTITY ORDERED DELIVERY DATE --------------------------------------------- 1 30-APR-02
- ------------------------------------------------------------------------------------------------------------------------------------ AUTHORITY PRIORITY CCN VHA10093 ACCOUNT SUBCONTRACT NUMBER APPROVED RFPA 3/20/02 DX-C9 101018 - ------------------------------------------------------------------------------------------------------------------------------------ PRIME CONTRACT QA COORDINATION NEG/ADM NO. OF PAGES PAGE NO. HQ0006-01-C-0001 C. M. KAMA 8 1 - ------------------------------------------------------------------------------------------------------------------------------------ TO: Orbital Sciences Corporation THE BOEING COMPANY 3380 S. Price Road 3370 MIRALOMA AVENUE Chandler, AZ 85248-3534 ANAHEIM, CA. 92803 - ------------------------------------------------------------ SHIP TO: A - MSFC, Huntsville, AL B - KSC, Florida C C - Other ------ - ------------------------------------------------------------------------------------------------------------------------------------ VIA: 1 - MDA-HSV Truck 4 - Parcel Post F.O.B. SECURITY 2 - Supplier Choice 5 - Other CLASSIFICATION: 5 3 - United Parcel 6 - GBL UNCLASSIFIED ------ DESTINATION - ------------------------------------------------------------------------------------------------------------------------------------ TERMS: NET 30 NET PRICE - ------------------------------------------------------------------------------------------------------------------------------------ SCHEDULE -------- The Letter Subcontract 101018, dated 12/18/01, and all change notices were issued in contemplation $315,252,803.00 of the execution of this subcontract. All of the change notices issued under Letter Subcontract are superseded in their entirety by this subcontract. Any and all acts of performance of the noted Letter Subcontract as amended shall be deemed made, done, or performed under the applicable provisions of this definitive subcontract. The price of Line Item 2 valued at $315,252,803 is the definitive Net Price of this Subcontract and does not include undefinitized Line Item 1 (Taurus Lite) and Line Item 3 (Test Bed) of the Subcontract. Upon negotiation and agreement on price of said items, the price of this order will be adjusted accordingly. Exhibits A, B, C, D, E, and F are attached hereto and incorporated herein. - ------------------------------------------------------------------------------------------------------------------------------------ PER YOUR: A - Verbal C - Written B - Telegraphic C ------- THIS ORDER SUBJECT TO THE TERMS AND CONDITIONS Quotation Dated 14 November 2001 SET FORTH HEREIN. ---------------- Quotation No. TM-16127 -------- - ------------------------------------------------------------------------------------------------------------------------------------ IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THESE PRESENTS TO BE EXECUTED ON THE DATES MENTIONED BELOW. ORBITAL SCIENCES CORPORATION THE BOEING COMPANY - ------------------------------------------------------- ------------------ Subcontractor By /s/ By /s/ ---------------------------------------------------- ---------------------------------------------------- Typed Name James Utter Typed Name C. M. Kama -------------------------------------------- -------------------------------------------- (Authorized Agent) Title Senior V.P. Finance and Business Operations ------------------------------------------------- Date 4/2/02 Date 3/29/02 -------------------------------------------------- -------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- ITEM CONTINUATION SHEET SUBCONTRACT NO. PAGE NO. NO. 101018 2 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SCHEDULE (CONTINUED) TABLE OF CONTENTS EXHIBITS 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 - LINE ITEM 02 VII. FUNDING LIMITATION AND FUNDING LIMITATION REVISIONS VIII. GOVERNMENT PROPERTY IX. PRINCIPAL PLACE OF PERFORMANCE X. APPLICABLE LAW XI. INVOICE PAYMENT INSTRUCTIONS XII. PRIORITY XIII. SECURITY REQUIREMENTS XIV. RELATIONSHIP WITH SUBCONTRACTOR XV. ALABAMA TAX EXEMPTION XVI. ORDER OF PRECEDENCE XVII. SUBCONTRACTOR RESPONSIBILITY - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM CONTINUATION SHEET SUBCONTRACT NO. PAGE NO. NO. 101018 3 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXHIBITS
Exhibit Title - ------- ----- A. Subcontract Terms and Conditions B. Dual Booster Vehicle Statement of Work D743-16366-1, dated 9-26-01 with Procurement Data Requirements List (PDRL), D743-16367-1, dated 8-17-01. C. Boost Vehicle Prime Item Development Specification (PIDS) S743-16353-1, dated 9-12-01 with Boost Vehicle to Payload Interface Requirements Specifications (IRS) S743-16355-1, dated 8-17-01. D. DD Form 254, Contract Security Classification Specification for Subcontract Number 101018, Original Dated 12-17-01. E. Award Fee Plan, dated 3-29-02. F. GFP Listing. Dated 8-6-02.
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM CONTINUATION SHEET SUBCONTRACT NO. PAGE NO. NO. 101018 4 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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" National Missile Defense Alternate Boost Vehicle Statement of Work D743-16366-1, dated September 26, 2001, which is attached hereto and made a part hereof. II. PERIOD OF PERFORMANCE The period of performance of this subcontract is 18 December 2001 through 31 March 2007. III. COMPLETION DATES Seller shall accomplish the requirements specified herein so as to meet the following completion dates: DBV (Baseline): /\ Event Date /\ /\ /\ /\ /\ /\ /\ /\ /\ /\ /\ /\ /\ /\ /\ /\ IV. TERMS AND CONDITIONS/FORMS Terms and Conditions applicable to this subcontract are attached hereto as Exhibit "A" entitled "Terms and Conditions" and made a part hereof. V. CONTRACT LINE ITEMS
Line Item Description NTE Price --------------------- --------- 01: Taurus Lite $ To Be Negotiated (Undefinitized) 02: DBV - Baseline, includes the following elements: $315,252,803 (Definitized) 0101 Development $264,368,370 *0103 Additional Boosters $ 41,018,180 *0104 Special Studies $ 9,866,253 03: Test Bed $To Be Negotiated (Undefinitized) --------------------------------- Total NTE Price: $315,252,803 (Definitized Value)
Note: *Line Item 02: Subcontractor is authorized to perform work only under 0101 Development in accordance with the Scope of Work. Subcontractor will not perform effort under 0103 Additional Boosters and 0109 Special Studies until authorized in writing by buyer. Line items 01 and 03, above are undefinitized and are subject to negotiation. Upon negotiation and agreement on price of said items, the price of this order will be adjusted accordingly. 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 tune, additional effort at a price to be negotiated by not to exceed the price below.
ITEM DESCRIPTION OPTION EXERCISE DATE NTE PRICE (TO BE NEGOTIATED) ---------------- -------------------- ---------------------------- 0201 No later than 03/15/2003 $116,731,405 0203 No later than 12/15/2003 $396,233,354 0301 No later than 10/1/2005 $18,885,247
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM CONTINUATION SHEET SUBCONTRACT NO. PAGE NO. NO. 101018 5 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. 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 hereunder, and that Buyer may procure any additional requirements elsewhere. Buyer and Subcontractor agree that Buyer's option exercise dates (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 - LINE ITEM 2: DBV (Baseline) Subject to the Form GP-4 Provision entitled "Allowable Cost and Payment -- FAR 52.216-7", the Subcontractor shall be compensated for performance of Line Item 02, DVB (Baseline) as follows: Target Cost $273,425,496 Target Cost-of-Money $813,483 Award Fee @ 15% $41,013,824 ----------- $315,252,803
As established in the enclosed Award Fee Plan, dated 3-29-02 (Exhibit E), the award amount and the award fee determination methodology are unilateral decisions made solely at the discretion of Boeing. VII. FUNDING A. Of the total estimated price of this subcontract of $333,954,177 the following maximum amounts are available for payment and allotted to this subcontract. Line Item 01 Taurus Lite: $11,231,432 Line Item 02 DBV Program (Baseline): $23,298,626 Line Item 03 Test Bed: $ 6,837,904 ----------- Total Funding Limitation: $41,367,962
B. The total estimated price set forth in Paragraph A for the DBV Program above will cover the work to be performed through the period ending 31 March 2007. 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 CONTINUATION SHEET SUBCONTRACT NO. PAGE NO. NO. 101018 6 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 clause of this subcontract, Buyer shall remain liable to Seller for termination costs in accordance with the provisions of the Termination clause hereof. VIII. GOVERNMENT PROPERTY A list of the current GFP is located in Exhibit "F" titled GFP Listing. Additional Government Furnished Property is subject to definitization by the government. 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. APPLICABLE LAW This subcontract shall be governed and construed according to the laws of the State of California. XI. INVOICE PAYMENT REQUIREMENTS 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. Payment Terms. Determination of payment due date, whether under net or discount terms, will be based on the latest of (i) the date goods are received or services performed; (ii) the date provided in this contract for receipt of goods or completion of services; (iii) the date an accurate invoice is received in accounts payable. Payments are not scheduled upon the date of your invoice. Payment will be deemed to have been made when deposited in the mail. Invoice mailing information. Invoices are to be mailed to: The Boeing Company Accounts Payable P.O. Box 66956, Mail Code S276-1371 St. Louis, MO 63166-6956 Attention: Carolyn Washington 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 mailed to: The Boeing Company 3370 Miraloma Ave. Anaheim, CA 92803-3105 Attention: Connie Kama M/C GG-16 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM CONTINUATION SHEET SUBCONTRACT NO. PAGE NO. NO. 101018 7 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 approval freight charge. 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 contract. 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. 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. 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. Payment inquiries. Accounts payable checks are generated twice a week. Checks are prepared and mailed 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, fax number 314-232-8846. A copy of the invoice in question should be annotated with the specific problem. Identification: For accounting purposes all invoices submitted by the Subcontractor shall note: Subcontract Number 101018. Prime Contract HQ0006-01-C-0001, and Cost Charge Number VHA10093. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM CONTINUATION SHEET SUBCONTRACT NO. PAGE NO. NO. 101018 8 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 ten working days after receipt of a "DO" rated order and within five 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, attached hereto and made a part hereof. 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. 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) Schedule (b) General Provisions (c) Statements of Work (d) Other documents incorporated by reference XVII. SUBCONTRACTOR RESPONSIBILITY Notwithstanding the right of Buyer to review the Subcontractor's efforts and progress, drawings, specifications, plans, data items, etc., as required by this subcontract, and to provide certain approvals as required by this subcontract, it is expressly understood that any such reviews and/or approvals shall in no manner relieve the Subcontractor from meeting any and all requirements of this subcontract. - -------------------------------------------------------------------------------- EX-99.1 4 w83875exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, David W. Thompson, Chairman and Chief Executive Officer of Orbital Sciences Corporation (the "Company"), hereby certify, to his knowledge on the date hereof, that: (a) the Form 10-Q/A of the Company for the quarter ended March 31, 2002 filed on the date hereof with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ David W. Thompson David W. Thompson Chairman and Chief Executive Officer March 6, 2003 EX-99.2 5 w83875exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Garrett E. Pierce, Vice Chairman and Chief Financial Officer of Orbital Sciences Corporation (the "Company"), hereby certify, to his knowledge on the date hereof, that: (c) the Form 10-Q/A of the Company for the quarter ended March 31, 2002 filed on the date hereof with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (d) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Garrett E. Pierce Garrett E. Pierce Vice Chairman and Chief Financial Officer March 6, 2003 -----END PRIVACY-ENHANCED MESSAGE-----