Confidential treatment has been requested for portions of this contract. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as [***]. A complete version of this contract
has been filed seprately with the Securities and Exchange Commission.
EXHIBIT 10.54
JULY 2003 AMENDMENT
TO THE
SATELLITE PURCHASE CONTRACT FOR IN-ORBIT DELIVERY
BETWEEN
XM SATELLITE RADIO INC.,
XM SATELLITE RADIO HOLDINGS INC.
and
BOEING SATELLITE SYSTEMS
INTERNATIONAL, INC.
CONTRACT NUMBER L0634
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with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
JULY 2003 AMENDMENT
TO THE
SATELLITE PURCHASE CONTRACT FOR IN-ORBIT DELIVERY
This July 2003 Amendment to the Satellite Purchase Contract for In-Orbit
Delivery effective March 23, 1998 as amended, assigned, restated, superseded
and/or supplemented from time to time and in effect through and including the
date hereof (the "Contract") is made as of July 31, 2003 by and between XM
Satellite Radio Inc. and XM Satellite Radio Holdings Inc., Delaware corporations
with their principal offices located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ (hereinafter referred to together, or individually as may be appropriate,
as "Customer" or "XM") and Boeing Satellite Systems International, Inc., a
Delaware corporation with its principal offices located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter "Contractor" or "BSSI").
Capitalized terms used but not otherwise defined in this July 2003 Amendment
shall have the respective meanings as set forth in the Contract.
WHEREAS, the Parties entered into and executed the Contract, which Contract
provides for the procurement by Customer (or its subsidiaries) from Contractor
of three (3) Boeing 702 Satellites, two (2) of which (XM-1 and XM-2) have been
delivered in-orbit and one (1) of which (XM-3) was originally being constructed
as a ground spare and is now scheduled to be delivered in-orbit (referred to
herein as "XM-3" or the "Ground Spare Satellite)", together with related items,
services and activities;
WHEREAS, in December 2001, the Contract, as it relates to the Ground Spare
Satellite Bus, was assigned by XM Satellite Radio Inc. to XM Satellite Radio
Holdings;
WHEREAS, in December 2001, Customer and Contractor entered into certain
arrangements (the "December Amendment") relating to the completion and launch of
the Ground Spare Satellite;
WHEREAS, in May 2003, Customer and Contractor amended certain provisions of the
Contract to provide for basic additional terms concerning the aforementioned
completion and launch of the Ground Spare Satellite [***] (the "Amended and
Restated May 2003 Amendment");
WHEREAS, Customer and Contractor desire to amend certain provisions of the
Contract to include procurement by Customer from Contractor of a fourth
Satellite (the "XM-4 Satellite") to be delivered at Contractor's facility and
accepted in-orbit and an option for a fifth Satellite (the "XM-5 Satellite"),
together with related items, services and activities;
NOW, THEREFORE, in consideration of the mutual benefits to be derived, the
Parties hereto agree that the Contract is amended as follows:
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1. Amendment of Article 1.1 (Definitions). Article 1.1 is hereby amended as
follows:
(a) The term "Incentive Amount" defined in paragraph (xx) does not include
the High Performance Incentives or the Extended Life Incentives eligible to
be earned by Contractor in accordance with Article 12.10 and 12.11,
respectively.
(b) In paragraph (m) "Conduct Spacecraft Critical Design Review (SCDR)" the
phrase ", October 15, 2004 (with respect to the third Satellite) and
October 31, 2005 (with respect to the fourth Satellite)" is added to the
end of the last sentence. The SCDRs for the third and fourth Satellite
shall address only those areas affected by changes from the first and
second Satellites to the third and fourth Satellites.
(c) With regard to the XM-4 Satellite, the "Launch Agency" shall be the
entity selected by Customer. The term "Launch Agreement" set forth in
paragraph (hhh) means, with respect to the XM-3 Satellite, any Subcontract
between Contractor and a Launch Agency to perform Launch Services for the
XM-3 Satellite, and with respect to the XM-4 Satellite, the agreement
between Customer and a Launch Agency to perform Launch Services for the
XM-4 Satellite.
(d) In paragraph (lll) "Launch and In-Orbit Insurance" or "Launch
Insurance", the phrase "of XM-1 and XM-2, respectively, or at least one (1)
year after the date of Launch of XM-3" shall be revised to read "of XM-1
and XM-2, respectively, or at least one (1) year after the date of Launch
of XM-3 or XM-4, respectively".
(e) In paragraph (cccc) "Milestone", the phrase ", Exhibit G-2 (FM2 (XM-3)
Payment Plan, [***], Termination Liability Schedule and Payment Plan for
Incentive Amounts and Payment Plan for Sea Launch Launch Vehicle) and
Exhibit G-3 (XM-4 Payment Plan, Termination Liability Schedule and Payment
Plans for Incentive Amounts, High Performance Incentives and Extended Life
Incentives)" is added to the end thereof.
(f) In paragraph (dddd) "Milestone Payment", the phrase ", Exhibit G-2 (FM2
(XM-3) Payment Plan, [***], Termination Liability Schedule and Payment Plan
for Incentive Amounts and Payment Plan for Sea Launch Launch Vehicle) and
Exhibit G-3 (XM-4 Payment Plan, Termination Liability Schedule and Payment
Plans for Incentive Amounts, High Performance Incentives and Extended Life
Incentives)" is added to the end thereof. For clarification, the term
"Exhibit G (Payment Plan and Termination Liability Amounts)" as used in the
Contract means Exhibit G (Payment Plan and Termination Liability Amounts)
and Exhibit G-1 (PFM (XM1) and FM1
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(XM2) Payment Plans for In-orbit Incentive Amounts) with respect to XM-1
and XM-2, Exhibit G-2 (FM2 (XM-3) Payment Plan, [***], Termination
Liability Schedule and Payment Plan for Incentive Amounts and Payment Plan
for Sea Launch Launch Vehicle) with respect to XM-3, and Exhibit G-3 (XM-4
Payment Plan, Termination Liability Schedule and Payment Plans for
Incentive Amounts, High Performance Incentives and Extended Life
Incentives) with respect to XM-4.
(g) In paragraph (nnn) "Launch Period", the phrase ", and the three-month
period from December 1, 2005 through February 28, 2006, with respect to the
fourth Satellite" shall be added after the phrase "with respect to the
third Satellite".
(h) In paragraph (oooo), the following sentence is added to the end
thereof:
"(oooo) 'Quarterly Incentive Payment Amount' means, with respect to
XM-4, an amount equal to Two Hundred Fifty Thousand Dollars ($250,000)
(that is, Twelve Million Dollars ($12,000,000) divided by forty-eight
(48) representing 12 years x 4 quarters per year), as may be adjusted
in accordance with the terms of this Contract."
(i) Paragraph (ssss) "Satellite" is deleted in its entirety and replaced
with the following:
"(ssss) 'Satellite' means each of the four (4) Boeing 702 satellites to
be Delivered by Contractor to Customer pursuant to this Contract that
conforms to all the requirements of this Contract, except where there
is a specific reference or term related to a specific satellite (XM-1 -
Roll, XM-2 - Rock, XM-3 or XM-4), such reference shall refer to that
satellite and such specific reference or term shall apply only to such
satellite. The XM-4 Satellite shall also be referred to herein as the
`fourth Satellite'."
(j) Paragraph (bbbbb) "Spacecraft Performance Specification" is deleted in
its entirety and replaced with the following:
"(bbbbb) 'Spacecraft Performance Specification' and `Exhibit A
(Spacecraft Performance Specifications)' mean the technical
specifications set forth in Exhibit A (Spacecraft Performance
Specifications) with respect to the XM-1, XM-2 and XM-3 Satellites and
Exhibit A-2 (XM-4 Spacecraft Performance Specifications) with respect
to the XM-4 Satellite, as may be amended pursuant to this Contract."
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(k) Paragraph (ddddd) "Statement of Work" is deleted in its entirety and
replaced with the following:
"(ddddd) 'Statement of Work' and 'Exhibit B (Statement of Work)' mean
the Work described in Exhibit B (Statement of Work) (with respect to
the XM-1, XM-2 and XM-3 Satellites) and Exhibit B-2 (XM-4 Statement of
Work) (with respect to the XM-4 Satellite) to this Contract and to be
provided by Contractor, as may be amended pursuant to this Contract."
(l) In paragraph (ggggg) "Termination Liability Amounts", the phrase "and
in Exhibit G-3 (XM-4 Payment Plan, Termination Liability Amounts and
Payment Plans for Incentive Amounts, High Performance Incentives and
Extended Life Incentives)" is added after the phrase "Exhibit G-2 (Ground
Spare Satellite Payment Plan, Termination Liability Amounts and Incentive
Amounts)".
(m) In paragraph (jjjjj) the "Total Amount at Risk" is adjusted to reflect
the addition of Twelve Million Dollars ($12,000,000) eligible to be earned
by Contractor as performance incentive payments for the XM-4 Satellite in
accordance with Article 12.3. The "Total Amount at Risk" does not include
the High Performance Incentives or the Extended Life Incentives.
(n) The following new definitions are added to Article 1.1:
"The defined term 'Customer' when used with respect to the XM-4
Satellite means XM Satellite Radio Holdings Inc."
"'XM-4 Deferred Amount' means the aggregate milestone payments
deferred by Contractor pursuant to Article 5.9."
"'XM-4 EDC' means the Effective Date of the July 2003 Amendment."
"'XM-4 Extended Life Incentives' means any amount required to be paid
pursuant to Article 12.11 (Extended Life Incentives)."
"'XM-4 High Performance Incentives' means any amount required to be
paid pursuant to Article 12.10 (High Performance Incentives)."
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"System Requirements Review" shall mean the flowdown of applicable
requirements from higher hierarchical levels, to ensure they are
complete and properly identified and there is a mutual understanding
between the Customer, Contractor and Subcontractor(s) on product
requirements; such review shall be completed in accordance with
Exhibit B-2 (XM-4 Statement of Work) no later than [***] with respect
to the fourth Satellite."
2. Amendment to Article 1.3 (Integration and Construction).
Paragraphs (a) through (l) in Article 1.3 (Integration and
Construction) are deleted in their entirety and replaced with the
following:
"(a) Terms and Conditions
(b) Exhibit G - Payment Plan and Termination Liability Amounts
(c) Exhibit G-1 - PFM (XM1) and FM1 (XM2) Payment Plans for
In-Orbit Incentive Amounts
(d) Exhibit G-2 - FM2 (XM3) Payment Plan, [***], Termination
Liability Schedule, Payment Plan for In-Orbit Performance
Incentive Amounts and Payment Plan for Sea Launch Launch
Vehicle
(e) Exhibit G-3 - XM4 Payment Plan, Termination Liability
Schedule and Payment Plans for Incentive Amounts, High
Performance Incentives and Extended Life Incentives
(f) Exhibit B - Statement of Work
(g) Exhibit B-2 - XM-4 Statement of Work
(h) Exhibit A - Spacecraft Performance Specifications
(i) Exhibit A-2 - XM-4 Spacecraft Performance Specifications
(j) Exhibit D - Test Plan Requirements
(k) Exhibit C - Product Assurance Plan
(l) Exhibit E - Radiation Environment
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(m) Exhibit F - Long-Lead Activities and Items
(n) Exhibit H - Initial Satellite Operations Phase and Criteria
for Final Handover Statement of Work
(o) Exhibit I - Form of Warrant"
3. Amendment to Article 2 (Scope of Work):
(a) The following new paragraphs are added to Article 2.1(b) at the end
thereof:
"(13) Exhibit A-2 -XM-4 Spacecraft Performance Specifications
(14) Exhibit B-2 -XM-4 Statement of Work
(15) Exhibit I -Form of Warrant"
(b) Article 2.1(c) is deleted in its entirety and replaced with the
following:
"(c) Exhibits A, A-2, B, ▇-▇, ▇, ▇, ▇, ▇, ▇, ▇-▇, ▇-▇, ▇-▇, H
and I are attached to and incorporated into these Terms and
Conditions."
(c) The following new Article 2.4 is added to Article 2:
"2.4 Certain Modifications to and Capabilities of XM-4.
[***]
(3) Contractor will confirm in writing prior to Launch (at the
Shipment Readiness Review) that the Satellite fully conforms to the
Contract and there are no Defects in XM-4 (taking into account (and
providing a summary of) waivers mutually agreed for XM-4 by the
Parties in writing) and that any known defects, failures or anomalies
in any Contractor manufactured satellite (either in-orbit or on
ground) that may be applicable to XM-4 have been identified by
Contractor to Customer and corrected on XM-4, except where Contractor
demonstrates such defect, failure or anomaly is not applicable to
XM-4. In the event the Satellite does not fully conform to the
Contract, Contractor shall provide a summary of all deviations that
exist and the corrective actions Contractor intends to employ.
Contractor shall provide to Customer (in writing) an updated
certification to the above at each of the Flight Readiness Review,
Launch Readiness Review and
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Consent to Fuel Review. In addition, Contractor shall provide any
other certifications, confirmations or other information with respect
to the Satellite as reasonably required by Customer's Launch and
In-Orbit Insurance insurers and underwriters and shall take any other
action reasonably requested by Customer or any such insurers or
underwriters that is necessary or advisable in order for Customer to
obtain Launch and In-Orbit Insurance on reasonable and customary
terms."
(d) The following new Article 2.5 is added to Article 2:
"2.5 XM 3/4/5 [***]"
[***].
(e) The following new Article 2.6 is added to Article 2:
"2.6 [***]
[***].
4. Amendment of Article 4.1 (Contract Price). The pricing for XM-4 shall be as
follows:
(a) A new Item 6 is added to Table 4.1 as set forth below. Accordingly, the
Contract Price set forth in Article 4.1 is revised to be $[***].
--------------------------------------------------------------------
"6 XM-4 Satellite, including Incentive Amounts $ [***]
--------------------------------------------------------------------
Note: For clarification purposes, the portion of the Contract Price stated
in Item 6 does not include [***].
(b) Article 4.1(c)(4), 4.1(c)(5) and 4.1(c)(6) shall be amended to include
the fourth Satellite (XM-4) and are deleted in their entirety and replaced
with the following:
"(4) Launch Campaigns for the first, second, third and fourth
Satellites;
(5) LEOP for the first, second, third and fourth Satellites;
(6) Mission Support Services for the first, second, third and fourth
Satellites;"
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Note: for clarification purposes, items 1, 2, 3, 7, 8 and 9 set forth in
Article 4.1(c) also apply to the fourth Satellite.
5. Amendment of Article 5 (Payment). Article 5 is hereby amended as follows:
(a) In Article 5.1(a), the phrase "and Exhibit G-3 (XM-4 Payment Plan,
Termination Liability Schedule and Payment Plans for Incentive
Amounts, High Performance Incentives and Extended Life Incentives)" is
added to the end of the sentence.
(b) Amendment of Article 5.2. In Article 5.2(a)(1), the phrase "and
Exhibit G-3 (XM-4 Payment Plan, Termination Liability Schedule and
Payment Plans for Incentive Amounts, High Performance Incentives and
Extended Life Incentives)" is added after the phrase "Exhibit G-2
(Ground Spare Satellite Payment Plan, Termination Liability Schedule
and Incentive Amounts)" in the first sentence.
(c) Amendment of Article 5.7 (Security Interest).
(1) The following sentence is added to the end of Article 5.7(b):
"With regard to XM-4, upon Contractor's reasonable request, Customer
shall sign and permit Contractor to file, for precautionary purposes,
appropriate Uniform Commercial Code financing statements or any
similar document having the same effect in foreign countries,
reflecting Contractor's right, title and interest to the XM-4
Satellite prior to receipt of the XM-4 Deferred Amount, provided that
Contractor, at its sole expense, shall be responsible for preparing
such financing statements and terminating such financing statements as
required by this Article 5.7 (Security Interest)."
(2) The following new subparagraph (6) is added to Article
5.7(c):
"(6) Subject to Article 5.6 (Payments Current at Launch), with respect
to XM-4 and all other Deliverable Items related thereto, Contractor's
security interest therein shall be released and terminated upon
payment of the XM-4 Deferred Amount and any applicable interest
thereon."
(3) In Article 5.7(e), the following new subparagraph (iv) is
added to the end of the first sentence:
"(iv) with respect to XM-4 Satellite, only prior to payment of the XM-4
Deferred Amount and any applicable interest thereon."
(d) Addition of New Article 5.9. The following new Article 5.9 is added to
Article 5:
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"5.9 Payment and Deferred Financing for XM-4.
(a) The price for the XM-4 Satellite will be paid in accordance
with the payment plan attached hereto as Exhibit G-3 (XM-4
Payment Plan, Termination Liability Schedule and Payment
Plans for Incentive Amounts, High Performance Incentives and
Extended Life Incentives).
(b) [***].
(e) Addition of New Article 5.10. The following new Article 5.10 is added
to Article 5:
"5.10 Grant of Warrant.
In further consideration of Contractor's agreeing to defer certain
payments in accordance with Article 5.9 above, Customer shall provide
to Contractor a Warrant to purchase 500,000 shares of Customer's stock
at a strike price equal to the average closing price (on NASDAQ) of
Customer's Class A Common Stock, $0.01 par value (the "XM Stock"), for
the five (5) Business Days prior to XM-4 EDC. The Warrant will fully
vest in and be exercisable by Contractor on January 31, 2005, provided
Contractor (i) has fulfilled its payment deferral obligations as set
forth in Article 5.9 above and (ii) is in compliance with all material
obligations applicable to Contractor hereunder through January 31,
2005. The Warrant will have a five-year life from the XM-4 EDC. The
Warrant will be issued to Contractor in the form of Exhibit I (Form of
Warrant) attached hereto."
6. Amendment of Table 7.1; Delivery Date of XM-4. Contractor shall deliver
XM-4, and delivery of XM-4 shall occur, on the Available for Shipment date
which shall be no later than October 31, 2005 (i.e., 27 months after XM-4
EDC) and Initial Handover shall be no later than [***]. Accordingly, a new
row 8 is added to Table 7.1 and the existing rows 8, 9, 10, 11, 12, 13 (and
any cross-references in the Contract thereto) shall be renumbered 9, 10,
11, 12, 13, 14, respectively:
8A 4th Satellite Available No later than October 31, FOB Contractor's Facilities
for Shipment 2005 (i.e., 27 months after
XM-4 EDC)
8B Transportation to Launch As Required for Initial As specified in Exhibit B
Site, Launch Campaign, and Handover to occur no later (SOW)
LEOP (4th Satellite to than [***]
Initial
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▇▇▇▇▇▇▇▇)
▇▇ Pre-Eclipse Test Report [***] following completion Customer's Facilities
with respect to XM-4 of In-Orbit Testing
8D Post-Eclipse Test Report [***] following the end of Customer's Facilities
with respect to XM-4 the first full eclipse
period after Launch
7. Amendment of Article 10.1.
(a) The following new paragraph Article 10.1(d) shall be added after
Article 10.1(c) and the existing paragraphs (d), (e) and (f) (and any
cross-references in the Contract thereto) shall be renumbered (e), (f),
(g), respectively:
"(d) In the event Contractor fails to Deliver the fourth Satellite on
or before the [***] Calendar Day following its respective Delivery
Date (i.e., October 31, 2005), as such date may be adjusted in
accordance with this Contract (the "XM-4 Grace Period Expiration
Date"), Contractor agrees to pay Customer with respect to such
Satellite, as liquidated damages and not as a penalty, the following
amounts for the period beginning on the first (1st) day following the
XM-4 Grace Period Expiration Date and continuing for a period
thereafter not to exceed [***] (the "XM-4 Damages Period"):
(1) [***] for each Calendar Day during the period commencing on
the first (1st) Calendar Day of the XM-4 Damages Period for such
Satellite and continuing through [***] of the XM-4 Damages Period; and
(2) [***] for each Calendar Day during the period commencing on
the [***] Calendar Day of the XM-4 Damages Period for such Satellite
and continuing through the [***] of the XM-4 Damages Period.
The total amount of liquidated damages for failure to meet the
Delivery Date for XM-4 shall not exceed Nine Million One Hundred
Thousand Dollars ($9,100,000)."
(b) In the existing Article 10.1(d) (renumbered as Article 10.1(e)), the
phrase "(except the Ground Spare Satellite)" in the first sentence is
deleted and replaced with the phrase "(except the Ground Spare Satellite
and the XM-4 Satellite)".
(c) The existing Article 10.1(e) (renumbered as Article 10.1(f)) shall also
apply to the new Article 10.1(d) set forth above.
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(d) In the existing Article 10.1(f) (renumbered as Article 10.1(g)), the
phrase "With regard to liquidated damages for late delivery of a Satellite
pursuant to this Article 10.1 (Liquidated Damages)" shall be replaced with
the phrase "With regard to liquidated damages for late delivery of XM-1,
XM-2 and/or XM-3 pursuant to this Article 10.1 (Liquidated Damages)".
Further, the following sentence shall be added at the end of 10.1(g):
"With respect to XM-4, any Launch Agency delay, regardless of duration,
shall be deemed a Contractor Excusable Delay."
8. Amendment of Article 12 (In-Orbit Performance Incentive Payments).
(a) Contractor is eligible to earn Twelve Million Dollars ($12,000,000) as
performance incentive payments for the XM-4 Satellite in accordance with
Article 12.3 for each day XM-4 is a Satisfactorily Operating Satellite
[***], provided, however, (1) such incentives shall be earned and paid over
the first twelve (12) years of the XM-4 Orbital Design Life and (2)
Contractor shall not be entitled to any Quarterly Incentive Amount eligible
to be earned by Contractor pursuant to Article 12.3(b)(4) in the event the
cumulative Incentive Amounts earned by Contractor with respect to the XM-4
Satellite exceed Twelve Million Dollars ($12,000,000).
(b) The following new paragraph (c)(2) is added to Article 12.3:
"(2) In the event XM-4 is a Constructive Total Loss or Total Loss
prior to successful injection of the Satellite into its specified
orbit by the Launch Vehicle for reasons not attributable to
Contractor, Contractor shall be entitled to be paid the $12M
Performance Incentives from insurance proceeds (neither the High
Performance Incentives nor Extended Life Incentives will be paid in
such a case)."
(c) The following new Article 12.10 (High Performance Incentives) is added
to Article 12:
"12.10 High Performance Incentives for XM-4.
In the event XM-4 is a Satisfactorily Operating Satellite and XM-4
performance meets or exceeds [***], Contractor shall have the right to
earn, in addition to the Incentive Amounts applicable to XM-4, a total of
Seven Million Five Hundred Thousand Dollars ($7,500,000) in High
Performance Incentives. Such incentives shall be earned at the daily rate
of One Thousand Three Hundred Sixty-Nine Dollars and Eighty-Six Cents
($1,369.86) ($7,500,000 divided by 5475 days) and paid quarterly in
arrears, without interest."
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(d) The following new Article 12.11 (Incentives for Extended Life of XM-4)
is added to Article 12:
"12.11 Incentives for Extended Life of XM-4.
Beginning the first day after the end of the Orbital Design Life of
XM-4 and ending the last day of the fifth year thereafter, Contractor shall
have the right to earn, in addition to the Incentive Amounts applicable to
XM-4, a total of Ten Million Dollars ($10,000,000) in XM-4 Extended Life
Incentives. Such incentives shall be earned at the daily rate of Five
Thousand Four Hundred Seventy-Nine Dollars and Forty-Five Cents ($5,479.45)
($10,000,000 divided by 1825 days) for each day XM-4 is fully capable of
being a Satisfactorily Operating Satellite and provided [***]. In the event
Customer is not utilizing XM-4 for its commercial business at the end of
the Orbital Design Life, Customer and Contractor shall mutually select an
independent third party who shall be responsible for determining if XM-4 is
fully capable of being a Satisfactorily Operating Satellite and [***].
Customer shall pay such XM-4 Extended Life Incentives quarterly in arrears,
without interest; such incentives shall not exceed Two Million Dollars
($2,000,000) per year and Ten Million Dollars ($10,000,000) over the five
year period."
(e) The following new Article 12.12 (XM-4 Loss; High Performance and
Extended Life Incentives):
"12.12 Article 12.12 (XM-4 Loss; XM-4 High Performance and Extended Life
Incentives)
In the event the XM-4 Satellite is a Total Loss, Constructive Total Loss or
Partial Loss, whether or not there is a successful injection of the
Satellite into its specified orbit by the Launch Vehicle, Contractor shall
not be entitled to be paid XM-4 High Performance Incentives and XM-4
Extended Life Incentives."
9. Amendment of Article 25.2 (Launch and In-Orbit Insurance). The third
sentence in Article 25.2(a) is deleted in its entirety and replaced with
the following:
"Customer shall use reasonable efforts to require its Insurers to
waive all rights of subrogation against Contractor."
10. Amendment of Article 28 (Launch Services). The following new Article 28(h)
is added to Article 28:
"(h) Customer shall be responsible for procuring the Launch Vehicle
for XM-4. Contractor shall, at no additional cost to Customer,
interface and
XM SATELLITE RADIO INC., XM SATELLITE RADIO HOLDINGS INC. JULY 2003
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work with the selected Launch Agency as required for the design,
integration, test and launch of the XM-4 Satellite on the selected
Launch Vehicle, including Contractor provision of the services,
deliverable data and equipment specified in Exhibit B-2 (XM-4
Statement of Work).
(1) Baseline Launch Vehicle: The baseline Launch Vehicle is Sea
Launch (6000 kg capacity). In the event XM elects to launch XM-4 on
the Sea Launch launch vehicle, XM shall be responsible for procuring
the Sea Launch launch vehicle (6000 kg).
The price for said Sea Launch launch vehicle is $[***] and is
based on the payment plan identified below. Customer will negotiate
all other terms directly with Sea Launch. Required payments to be made
by Customer to Sea Launch (under a Launch Agreement) shall be as
follows:
------------------------------
Amount ($M) Payment Due Date
------------------------------
$[***] [***]
------------------------------
$[***] [***]
------------------------------
$[***] [***]
------------------------------
$[***] [***]
------------------------------
$[***] [***]
------------------------------
$[***] [***]
------------------------------
$[***] [***]
------------------------------
All payments for the Sea Launch launch vehicle shall be made to Sea
Launch prior to Launch of XM-4.
Upon execution of a Launch Agreement for XM-4 by Customer and Sea
Launch, the pricing and payment schedule set forth above shall be
superceded in their entirety by the provisions of such Launch Agreement.
(2) Alternate Launch Vehicle. Contractor confirms that XM-4 is
compatible (e.g., quasi-static loads and static envelope clearances)
and will be compatible (e.g., launch vehicle adapter compatibility)
with the following Launch Vehicles, in addition to the Sea Launch:
[***]. In the event XM-4 is Launched on a Launch Vehicle other than
the Sea Launch, Customer shall pay the following additional costs,
such additional costs include any and all additional work relating to
Launch of the XM-4 Satellite on an alternative Launch Vehicle,
including but not limited to additional work related to transportation
to Launch Site, Launch Campaign, Launch and Mission Operations:
Incremental Firm Fixed Price Increase for Alternative Launch Vehicles
XM SATELLITE RADIO INC., XM SATELLITE RADIO HOLDINGS INC. JULY 2003
and BOEING SATELLITE SYSTEMS Amendment
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[***]
[***]
[***]
Payment of the incremental price increase for an Alternative Launch
Vehicle, if applicable, shall be made by XM no later than [***] prior to
Launch of XM-4.
(3) Customer shall notify Contractor as to the selected Launch Vehicle
no later than [***] after XM-4 EDC; any change of Launch Vehicle from the
one selected by Customer shall be a customer-directed change to the
Contract."
11. Amendment of Article 32.1 (Termination for Customer's Convenience). In the
first sentence of Article 32.1(d), the phrase "and Exhibit G-3 (XM-4
Payment Plan, Termination Liability Amounts and Payment Plans for Incentive
Amounts, High Performance Incentives and Extended Life Incentives) for the
XM-4 Satellite, as applicable" shall be added after the phrase "Exhibit G-2
(Ground Spare Satellite Payment Plan, Termination Liability Amounts and
Incentive Amounts) for the Ground Spare Satellite".
12. Amendment to Article 32.2 (Termination for Contractor's Default). The
following new subparagraphs (ix), (x), and (xi) are added to Article
32.2(a)(1):
"(ix) Conduct XM-4 Spacecraft Systems Requirements Review (SRR) by [***];
(x) Conduct XM-4 Spacecraft Critical Design Review (CDR) by [***];
(xi) Mate Bus and Payload Module for XM-4 by [***]."
13. XM-4 Insurance Matters.
[***].
14. Amendment to Article 29 (Customer's Responsibilities). Article 29 shall be
amended to include the following new paragraphs (j) and (k):
"(j) Customer shall provide written direction to Contractor no later than
[***] of the Command and Telemetry frequencies to be used for XM-4.
(k) For XM-4, Customer will supply (i) the Launch Vehicle and (ii) Launch
Agency Services. As promptly as practicable, and in any event no later than
[***], Customer will designate in writing to Contractor the selected Launch
Agency and the Designated Launch Site; and Customer will notify Contractor
promptly in the event of any changes in the Launch Agency and the
Designated Launch Site. In addition,
XM SATELLITE RADIO INC., XM SATELLITE RADIO HOLDINGS INC. JULY 2003
and BOEING SATELLITE SYSTEMS Amendment
INTERNATIONAL, INC. CONFIDENTIAL & PROPRIETARY 14 Contract L0634
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Customer will identify in writing to Contractor the Launch Slot [***] and
the Launch Date [***] and will promptly update Contractor to any changes to
such dates. "
15. Amendment to Article 9.1 (Transfer of Title). The second sentence of
Article 9.1 shall be deleted in its entirety and replaced with the
following sentences:
"Transfer of title, free and clear of all liens and encumbrances of any
kind, (i) to XM-1, XM-2 and XM-3 shall pass to Customer at the time of
Initial Handover of such Satellite, or in the event of Constructive Total
Loss or Total Loss, at the time of such Constructive Total Loss or Total
Loss, or in the event such Satellite is placed in storage, as provided in
Article 14.4 (Storage); (ii) to XM-4 shall pass to Customer at the time of
Launch, or in the event such Satellite is placed in storage, as provided in
Article 14.4 (Storage); provided that notwithstanding any other provision
in the Contract, transfer of title of the XM-3 Satellite Bus shall only
occur after all amounts owing BCSC are repaid under the Customer Credit
Agreement."
16. Amendment to Article 11.3 (Maximum Excusable Delay; Termination).
Customer's right to terminate the Contract with respect to the XM-4
Satellite pursuant to Article 11.3(b) shall arise if and when it becomes
reasonably certain that the aggregate of Excusable Delays (except those
Excusable Delays caused directly by Customer's failure to perform its
responsibilities under the Contract) will exceed three hundred sixty-five
(365) Calendar Days.
17. Amendment to Article 30 (Options). Article 30 (Options) is deleted in its
entirety and replaced with the following:
"30. OPTIONS
30.1 Options Granted.
Contractor hereby grants to Customer the options set forth in this
Article 30 (Options) to be exercised at Customer's sole discretion.
30.2 XM-5 Satellite Option
Customer may purchase one (1) additional Satellite (the "XM-5
Satellite" or "fifth satellite") to be delivered on-ground and, if
launched, accepted in-orbit, and of design, configuration and
performance identical to the XM-4 Satellite (except with an optimized
antenna, as directed by Customer, either for 85(Degree) W longitude
orbital location (i.e., the existing XM-1 orbital location) [***] with
respect to XM-3, or 115(Degree) W longitude orbital location (i.e.,
the existing XM-2 orbital location) [***]. Any change of the antenna
configuration from the
XM SATELLITE RADIO INC., XM SATELLITE RADIO HOLDINGS INC. JULY 2003
and BOEING SATELLITE SYSTEMS Amendment
INTERNATIONAL, INC. CONFIDENTIAL & PROPRIETARY 15 Contract L0634
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one selected by Customer shall be a customer-directed change to the
Contract.
(a) Fixed Price Option Period.
Customer may exercise this option to order the XM-5 Satellite at the
fixed price set forth in paragraph (c) below at any time through the
later of (1) [***] or (2) [***] after Launch where the XM-4 Launch is
postponed in the event of an Excusable Delay in accordance with
Article 11 (Excusable Delay) or a Contractor unexcused delay (the
"Fixed Price Option Period"). In the event of an Excusable Delay in
accordance with Article 11 (Excusable Delay) or a Contractor unexcused
delay, the Option Period shall be extended day-for-day for the period
of such delay.
(b) Delivery.
Contractor shall perform the work in connection with the XM-5
Satellite, if ordered, so the XM-5 Satellite is Available for Shipment
within twenty-seven (27) months after order.
(c) Price and Payment.
The price for the XM-5 Satellite ordered within the Fixed Price Option
Period is [***] in Incentive Amounts and all other items listed in
Article 2.4 and Article 4.1 (Contract Price). In the event Customer
requests, Contractor shall provide [***] for XM-4 on the price and
terms set forth in Article 2.6 (applicable to XM-3).
In the event Customer exercises this option to order the XM-5
Satellite after the Fixed Price Option Period has expired and no later
than [***], the price stated above shall be increased by [***] for
each quarter beginning [***] until the date of placement by Customer
of such order.
The price for the XM-5 Satellite shall be paid in accordance with a
payment plan to be mutually agreed to at the time of option exercise
(consistent with customary industry payment plans).
(d) Contract Adjustments.
Contractor shall furnish the XM-5 Satellite and all related items,
services and equipment in accordance with the provision of the
documents constituting the Contract (and specifically those Exhibits
applicable to the XM-4 Satellite, i.e., Exhibit A-2 (XM-4 Spacecraft
Performance Specification), Exhibit B-2
XM SATELLITE RADIO INC., XM SATELLITE RADIO HOLDINGS INC. JULY 2003
and BOEING SATELLITE SYSTEMS Amendment
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requested with respect to the omitted portions.
(XM-4 Statement of Work)). For clarification, Article 10.1(d) (i.e,.
liquidated damages provision for XM-4), Article 12.10 (XM-4 High
Performance Incentives), Article 12.11 (XM-4 Extended Life Incentives)
and Article 12.12 (XM-4 Loss; XM-4 High Performance Incentives and
XM-4 Extended Life Incentives) shall also be applicable to the XM-5
Satellite, however, Article 5.9 (Payment and Deferred Financing for
XM-4) and Article 5.10 (Grant of Warrant) shall not be applicable to
the XM-5 Satellite. Except as otherwise provided by this Article 30.2
(XM-5 Satellite Option), the contract terms and conditions for the
XM-5 Satellite will be identical to the Terms and Conditions of this
Contract, including the specific terms applicable to the XM-4
Satellite.
30.3 Contract Adjustments
Should Customer exercise any or all of the options described in
this Article 30 (Options), the Parties shall execute Amendment(s) as
soon as is reasonably possible after option exercise to incorporate
the schedule adjustments, price adjustments, payment schedule
adjustments, and changes to the Exhibits and other Terms and
Conditions as made necessary by such exercise. Except as otherwise
provided in this Article 30 (Options), the terms of this Contract
shall apply to any such options."
18. Article 22 (Confidential Information).
[***].
19. Entire Agreement; Counterparts.
There is no modification to the Contract except as expressly set forth in
this July 2003 Amendment and all terms, provisions and conditions of the
Contract shall be in full force and effect, provided that any provisions in
the Contract that are inconsistent with this July 2003 Amendment shall be
construed so as to be consistent with this July 2003 Amendment. This July
2003 Amendment may be executed in one or more counterparts, which together
shall constitute a fully executed agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this July 2003 Amendment to
the Satellite Purchase Contract No. L0634, effective as of the date first
written above (the "Effective Date").
BOEING SATELLITE SYSTEMS XM SATELLITE RADIO INC.
XM SATELLITE RADIO INC., XM SATELLITE RADIO HOLDINGS INC. JULY 2003
and BOEING SATELLITE SYSTEMS Amendment
INTERNATIONAL, INC. CONFIDENTIAL & PROPRIETARY 17 Contract L0634
INTERNATIONAL, INC.
BY: BY:
-------------------------------- -------------------------------------
Name: ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director, Comm/Intl Business Title: Chairman
Date: July 31, 2003 Date: July 31, 2003
XM SATELLITE RADIO HOLDINGS INC.
BY: BY:
-------------------------------- -------------------------------------
Name: ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President Title: Chairman
Date: July 31, 2003 Date: July 31, 2003
XM SATELLITE RADIO INC., XM SATELLITE RADIO HOLDINGS INC. JULY 2003
and BOEING SATELLITE SYSTEMS Amendment
INTERNATIONAL, INC. CONFIDENTIAL & PROPRIETARY 18 Contract L0634
[LOGO] SATELLITE RADIO
XM Satellite Radio Inc.
================================================================================
Exhibit B2 - Rev. 0.2
--------------------------------------------------------------------------------
Statement of Work - XM-4
Last Saved: July 29, 2003
Document Number: XM-SC-XM4002
DOCUMENT RELEASE APPROVALS
----------------------------------------------------
Approved by Date
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
Vice President, Engineering
XM Satellite Radio Inc.
====================================================
Approved by Date
▇▇▇▇▇ ▇▇▇▇
Program Manager: XM Spacecraft
Boeing Satellite Systems
====================================================
Approved by:
▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President, Space and Ground
Systems, XM Satellite Radio, Inc,
----------------------------------------------------
--------------------------------------------------------------------------------
Revision Log
This log identifies those portions of this document that have been revised since
the original issue and the date of each revision.
----------------------------------------------------------------------------
Rev Authorizing Summary of Changes to Previous Date Approval
Document Version
----------------------------------------------------------------------------
- Initial Version 7/30/2003 /s/
***** Certain information on this page has been omitted and filed separately
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requested with respect to the omitted portions.
--------------------------------------------------------------------------------
Table of Contents
Revision Log...................................................................2
Table of Contents..............................................................3
Table of Figures..............................................................10
Table of Tables...............................................................10
1 PURPOSE AND SCOPE...........................................................11
1.1 DOCUMENT ORGANIZATION..................................................11
2 EQUIPMENT, DATA, AND SERVICES...............................................13
2.1 DELIVERABLE EQUIPMENT..................................................13
2.1.1 Flight Spacecraft.................................................13
2.1.2 [****]:...........................................................13
2.1.3 INTENTIONALLY LEFT BLANK..........................................13
2.1.4 Satellite Control Software [****].................................13
2.1.5 Delivery Schedule.................................................14
2.2 TEST AND HANDLING EQUIPMENT............................................14
2.3 SHIPPING AND STORAGE CONTAINERS........................................14
2.4 DATA...................................................................14
2.5 SERVICES...............................................................15
2.5.1 Launch Support Services..............................................15
2.5.1.1 Launch Operations Planning and Coordination..................15
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2.5.1.2 Launch Support Documentation.................................17
2.5.1.3 Launch Site Operation Plan...................................17
2.5.1.4 Launch Site Operations.......................................17
2.5.1.5 Other Contractor Responsibilities............................18
2.5.1.6 Other Customer Responsibilities..............................18
2.5.2 [****]............................................................18
2.5.3 COMPATIBILITY WITH THE [****].....................................18
2.5.4 LEOP MISSION SERVICES.............................................18
2.5.5 TRAINING..........................................................19
2.5.6 RESERVED..........................................................19
2.5.7 LAUNCH AND IN-ORBIT INSURANCE.....................................19
2.5.8 MISSION SUPPORT SERVICES..........................................19
2.6 DELIVERABLE DATA AND DOCUMENTATION.....................................20
2.7 VISIBILITY OF FAILURES/PROBLEMS ON OTHER PROGRAMS......................20
3 QUALIFICATION, REVIEWS, AND ANALYSES........................................21
3.1 EQUIPMENT QUALIFICATION................................................21
3.2 DESIGN REVIEWS.........................................................21
3.2.1 SPACECRAFT SYSTEM REQUIREMENTS REVIEW (SRR).......................21
3.2.2 SPACECRAFT CRITICAL DESIGN REVIEW (SCDR)..........................22
3.2.3 CONDUCT OF DESIGN REVIEWS.........................................23
3.2.3.1 Design review board..........................................23
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3.2.3.2 Design Review Notification...................................24
3.2.3.3 Data package.................................................24
3.2.3.4 Presentation materials.......................................24
3.2.3.5 Minutes......................................................24
3.2.3.6 Notification of Review Completion............................24
3.2.4 DESIGN REVIEWS BY SUBCONTRACTORS..................................25
3.3 OTHER REVIEWS............................................................25
3.3.1 UNIT ACCEPTANCE REVIEWS...........................................25
3.3.2 SYSTEM TEST REVIEWS...............................................25
3.3.3 SHIPMENT READINESS REVIEW (SRR)...................................26
3.3.4 FLIGHT READINESS REVIEWS (FRR)....................................26
3.3.5 LAUNCH READINESS REVIEWS (LRR)....................................26
3.3.6 IN-ORBIT ACCEPTANCE TEST REVIEW (IOTR)............................27
3.3.7 MRR, TRR, AND TRB PARTICIPATION...................................27
3.4 ANALYSES.................................................................27
3.4.1 GENERAL DESIGN AND PERFORMANCE ANALYSES REQUIREMENTS..............27
3.4.2 [****] ANALYSIS...................................................28
3.4.3 [****] ANALYSIS...................................................28
3.4.4 [****] ANALYSIS...................................................28
3.4.5 [****] ANALYSIS...................................................28
3.4.6 [****] ANALYSIS...................................................28
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3.4.7 [****] ANALYSIS..................................................28
3.4.8 [****] ANALYSIS..................................................29
3.4.9 [****] ANALYSIS..................................................29
3.4.10 [****] PERFORMANCE...............................................29
3.4.11 [****] ANALYSES..................................................29
3.4.12 [****] ANALYSIS..................................................29
3.4.13 [****] ANALYSES..................................................29
3.4.14 [****] ANALYSIS..................................................30
3.4.15 [****] ANALYSES..................................................30
3.4.16 [****] ANALYSIS..................................................30
3.4.17 [****] ANALYSIS..................................................30
4 PROGRAM MANAGEMENT REQUIREMENTS.............................................31
4.1 CONTRACTOR MANAGEMENT ORGANIZATION....................................31
4.2 PROGRAM CONTROL........................................................31
4.3 CONFIGURATION CONTROL..................................................31
4.4 XM MANAGEMENT ORGANIZATION.............................................31
4.5 XM/CONTRACTOR RELATIONS................................................32
4.6 MEETINGS...............................................................33
4.6.1 CONTRACT KICKOFF MEETING..........................................33
4.6.2 INTERIM AND QUARTERLY PROGRESS MEETINGS...........................34
4.6.3 SENIOR MANAGEMENT MEETINGS........................................34
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4.6.4 REVIEW MEETINGS...................................................34
4.7 PROGRAM SCHEDULE NETWORKS..............................................35
4.8 PROGRAM MILESTONE PAYMENT STATUS.......................................35
4.8.1 SUBMITTED INVOICES................................................35
4.8.2 ANTICIPATED INVOICE SUBMITTALS....................................36
4.8.3 MILESTONE PAYMENT STATUS GRAPHS...................................36
4.8.4 AUDITOR'S CERTIFICATION...........................................36
4.9 MANAGEMENT OF CONTRACT CHANGES.........................................36
4.9.1 PRELIMINARY CHANGE ASSESSMENT.....................................37
4.9.2 CONTRACT CHANGE NOTICE (CCN)......................................37
4.9.3 REVIEW AND APPROVAL OF CONTRACT CHANGE NOTICE.....................38
4.9.4 WAIVERS AND DEVIATIONS............................................38
4.9.5 REVIEW AND APPROVAL OF AN RDW.....................................39
5 PRODUCT ASSURANCE REQUIREMENTS.............................................40
6 INFORMATION................................................................41
6.1 ACCESS TO INFORMATION..................................................41
6.2 RELEASE OF Command Radio Frequency and AdDress Code INFORMATION........41
7 TRAINING AND OPERATION SUPPORT SERVICES....................................42
7.1 VERIFICATION OF [****].................................................42
7.2 TRAINING OF XM OPERATIONS PERSONNEL....................................42
7.3 RESERVED...............................................................42
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8 DATA AND DOCUMENTATION REQUIREMENTS........................................43
8.1 LANGUAGE...............................................................43
8.2 UNITS AND DIMENSIONS...................................................43
8.3 NOMENCLATURE, ACRONYMS AND ABBREVIATIONS...............................43
8.4 DOCUMENT REFERENCE/IDENTIFICATION SYSTEM...............................44
8.5 CDRL ITEM DESCRIPTIONS.................................................44
8.5.1 SPACECRAFT DELIVERY PLAN..........................................44
8.5.2 QUARTERLY PROGRAM PROGRESS REPORTS................................44
8.5.3 DESIGN REVIEW PACKAGE.............................................46
8.5.3.1 Spacecraft Systems Requirements Review data package..........46
8.5.3.2 Critical design review data package..........................47
8.5.4 SPACECRAFT VALIDATION PLAN.......................................48
8.5.5 SPACECRAFT STORAGE PLAN..........................................48
8.5.6 SPACECRAFT SYSTEMS SUMMARY.......................................49
8.5.7 [****]...........................................................49
8.5.8 SPACECRAFT ASSEMBLY DRAWINGS AND CIRCUIT DIAGRAMS................49
8.5.9 FLIGHT SOFTWARE/FIRMWARE DOCUMENTATION...........................50
8.5.10 [****]...........................................................50
8.5.10.1 [****] contents.............................................50
8.5.10.2 [****] contents.............................................50
8.5.10.3 Submission requirements.....................................50
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8.5.11 SPACECRAFT OPERATIONS HANDBOOK...................................51
8.5.11.1 [****]......................................................51
8.5.11.2 [****]......................................................51
8.5.11.3 [****]......................................................51
8.5.11.4 [****]......................................................51
8.5.11.5 [****]......................................................51
8.5.12 [****]...........................................................51
8.5.12.1 [****]......................................................52
8.5.12.2 [****]......................................................52
8.5.12.3 Data Documentation and Delivery.............................52
8.5.13 ANALYSIS.........................................................52
8.6 DETAILED CDRL..........................................................53
8.6.1 SUBMISSION CRITERIA DEFINITIONS:..................................53
8.6.1.1 Approval.....................................................53
8.6.1.2 Review.......................................................53
8.6.1.3 Information..................................................53
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Table of Figures
--------------------------------------------------------------------------------
Table of Tables
Table 1: Meetings Conducted or Participated in by Contractor...............35
Table 2 [****].......................................................Attached
Table 3: Satellite Control Software..................................Attached
--------------------------------------------------------------------------------
1 PURPOSE AND SCOPE
--------------------------------------------------------------------------------
1.1 DOCUMENT ORGANIZATION
This Exhibit provides the Statement of Work (SOW) for the XM-4
Spacecraft Contract. Sections 8.5 and 8.6 give the contract data and
documentation requirements.
This Exhibit defines the work to be performed by the Contractor for
the XM DARS Spacecraft program. This work includes deliverable
equipment, hardware, services and documents. The Contractor shall
complete this work in accordance with the Terms and Conditions of the
Contract and the requirements specified herein.
The Contractor shall be fully responsible for all tasks unless
otherwise stated. These tasks shall include the design, development,
fabrication, and testing of two flight spacecraft. These spacecraft
shall be designed, fabricated, and tested in accordance with the
requirements given in Contract Exhibits A2, C, D and E. The Contractor
shall provide delivery of one spacecraft in-orbit, including
transportation to the launch site, launch support, Launch and Early
Operations phase (LEOP) maneuvers and deployments, in-orbit test
services, training on the operation of the satellite, and mission
support services for the life of the satellites.
The Contractor shall also provide an option for a fifth satellite
(XM-5), and in accordance with the Contract Terms and Conditions
complete the fifth spacecraft and deliver it to storage as a ground
spare, or launch it to replace a failed spacecraft at Customer's
direction.
The Contractor shall provide documentation and data delivered in
accordance with the Contract Data Requirements List (CDRL) given in
section 8.6 DETAILED CDRL.
The Contractor shall provide an update specific to XM-4 for the
Dynamic Spacecraft Simulator.
The Contractor shall deliver, install and test of Spacecraft Control
Software to the primary and back-up spacecraft control facilities.
APPLICABLE DOCUMENTS
The following documents shall be applicable to this Statement of Work:
1. Contract Instrument: Terms and Conditions of the Contract.
2. Exhibit A2: XM 4 Spacecraft Performance Specifications
3. Exhibit C: Product Assurance Plan
4. Exhibit D: Test Plan Requirements
5. Exhibit E: Radiation Environment
6. Exhibit F2: XM-5 Option for Long Lead Items
7. Exhibit G3: XM- 4 Payment Plan and Termination Liability Amounts
8. Launch vehicle Users manuals and Launch site safety rules
Parts of the following documents are incorporated into this Exhibit to
the extent that they are specifically referenced herein. Where a
conflict exists, the Statement of Work takes precedence.
1) D688-1002D688-10009-1, Sea Launch User's Guide, Revision C,
January 2003
2) 4-1, Sea Launch Safety Regulations Manual (Chapters 3 and
4), Rev. New, 16 July 1998
3) D688-10658-1, Sea Launch Facilities Accommodations Handbook,
Rev Draft, 14 March 2001
[NOTE: Preference is to use a SC manufacturer's IRD or
technical specification as the reference document for
interfaces, environments, and services. When an IRD or tech
spec is available (and after proper review of the IRD for SL
compatibility), make appropriate reference changes in the
SOW.]
9. ITU Regulation and reference documents
--------------------------------------------------------------------------------
2 EQUIPMENT, DATA, AND SERVICES
--------------------------------------------------------------------------------
The Contractor shall provide spacecraft equipment, related services,
and data and documentation as specified in this section.
2.1 DELIVERABLE EQUIPMENT
2.1.1 FLIGHT SPACECRAFT
The Contractor shall deliver one (1) flight Spacecraft (XM-4) meeting
the performance requirements defined in Exhibit A2, XM-4 Spacecraft
Performance Specifications. If ordered, an optional spacecraft (XM-5)
shall be furnished meeting the same performance requirements, except
as specifically identified. The Spacecraft shall be designed,
manufactured, and in-plant tested. The Spacecraft shall be delivered
to the designated launch site as detailed in the Contract or to
storage as directed by the Customer.
2.1.2 DYNAMIC SPACECRAFT SIMULATOR:
The Contractor shall deliver to the Customer's Primary Satellite
Control Center at XM's satellite operator's, Telesat Canada
(hereinafter referred to as "Telesat") facilities in Gloucester,
Canada an update to the Dynamic Spacecraft Simulator for XM-4 and for
XM-5, if required.
2.1.3 INTENTIONALLY LEFT BLANK
2.1.4 SATELLITE CONTROL SOFTWARE (PRIMARY AND BACKUP)
The Contractor shall deliver Satellite Control Software licenses (ISIS
software, licenses and installation services and Flight Dynamic
Software (FDS) license), to the Customer as required for XM-4 and
XM-5.
2.1.5 DELIVERY SCHEDULE
The delivery schedule shall be as follows:
-------------------------------------------------------------------------------------------------------------
Item Delivery
-------------------------------------------------------------------------------------------------------------
XM-4 satellite: In accordance with the Contract Terms & Conditions
-------------------------------------------------------------------------------------------------------------
XM-5 satellite (Option) In accordance with the Contract Terms & Conditions
-------------------------------------------------------------------------------------------------------------
Dynamic Spacecraft Simulator: Updates In accordance with the Contract Terms & Conditions
-------------------------------------------------------------------------------------------------------------
Satellite Control Software Licenses (Primary and Backup) In accordance with the Contract Terms & Conditions
-------------------------------------------------------------------------------------------------------------
2.2 TEST AND HANDLING EQUIPMENT
The Contractor shall provide for, in a timely manner, the necessary
mechanical and electrical ground support equipment required for the
assembly, handling and transportation, test, and launch. Test and
handling equipment to be provided by the Contractor for the
performance of work under the Contract is not deliverable.
2.3 SHIPPING AND STORAGE CONTAINERS
The Contractor shall make available, as necessary, shipping
containers, which shall protect the spacecraft from damage during
transportation. The Contractor shall make available, if necessary,
storage containers which shall protect the spacecraft from damage
during storage. Such shipping and storage containers shall remain the
property of the Contractor.
2.4 DATA
Documentation and data shall be delivered in accordance with the
Contract Data Requirements List (CDRL) given in section 8.5 and 8.6
herein.
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with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
2.5 SERVICES
2.5.1 Launch Support Services
The Customer shall contract directly for Launch Services with the
designated launch vehicle company. The Contractor shall provide
technical support, deliverable documentation, and operations support
necessary to integrate the satellite(s), test and process the
satellite(s) at the launch site, and support the launch of the
satellite throughout the launch campaign and mission. The Contractor
shall assign a XM Radio Mission Manager no later than one month after
contract signature.
2.5.1.1 Launch Operations Planning and Coordination
The Contractor shall provide technical support to all Designated
Launch Agency coordination meetings as scheduled by the Designated
Launch Agency, including all necessary supporting documentation and
analyses, and attendance of qualified personnel at all meetings.
Launch operations include transportation to the launch site, launch
site (range) operations, Launch Vehicle integration and flight
operations. The Contractor shall support the Launch Vehicle Meetings
listed in Table 1B
Table 1B. Launch Vehicle Meetings and Reviews
-----------------------------------------------------------------------------------------
Title Description Date Held
=========================================================================================
Kick Off Meeting Development of the contract data requirements [****]
list and commitments will be covered
along with mission integration time lines,
meeting and review schedules, formats and
ground rules.
-----------------------------------------------------------------------------------------
Preliminary Design Review All requirements from the preliminary ICD will [****]
(PDR) be addressed along with the preliminary
design, analyses, and planning that assure that
the requirements will be met.
-----------------------------------------------------------------------------------------
Critical Design Review All requirements from the final ICD will be [****]
(CDR) addressed along with the final design,
analyses, and planning that assure that the
requirements are met.
-----------------------------------------------------------------------------------------
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requested with respect to the omitted portions.
-----------------------------------------------------------------------------------------
Ground Operations Working Two meetings held at Home Port to evaluate [****]
operations requirements for SC, GSE, and
Group Meetings personnel requirements for launch operations.
-----------------------------------------------------------------------------------------
Hardware Acceptance Review Final review of design, manufacturing, [****]
(HAR) configuration, and quality assurance buyoff,
conducted in conjunction with a physical
walk-down of the hardware (whenever
appropriate). This review is typically held at
Home Port to review closure of any items
identified at the delivery reviews discussed
above. This review also identifies any changes
that have happened to the hardware since
delivery to Sea Launch and transportation to,
and storage at, Home Port.
-----------------------------------------------------------------------------------------
System Readiness Review Demonstrates readiness of the Sea Launch system [****]
to support delivery of the SC and XM Radio
ground support equipment to Home Port for
ground processing and launch activities prior
to the receipt of the SC. Includes a report on
hardware, facilities, safety, interface
verification, permits and licensing, and
operations readiness.
-----------------------------------------------------------------------------------------
Ground Operations Readiness Confirms readiness of the Home Port facilities [****]
Review equipment, procedures, and personnel to perform
mission operations with the SC prior to SC
arrival.
-----------------------------------------------------------------------------------------
Combined Operations Confirms readiness of the SC Payload Assembly [****]
Readiness Review (PLA), Payload Processing Facility (PPF),
equipment, personnel, and procedures to
proceed with SC and PLA integration prior to
start of combined operations.
-----------------------------------------------------------------------------------------
Payload Unit Transfer Confirms readiness of the Payload Unit (PLU), [****]
Readiness Review Launch Vehicle and the Assembly and
Command ship to begin ACS vessel operations
including transfer of the PLU to the Command
Ship (ACS), mating the PLU with the Block ▇▇-▇▇
and integrated ILV testing prior to
transferring the PLU from the PPF to the ACS.
Ensures procedures and personnel are ready to
support.
-----------------------------------------------------------------------------------------
ILV Transfer Readiness Confirms readiness of the (Integrated [****]
Review Launch Vehicle) ILV, Launch Platform
(LP), and ACS to begin vessel operations
including transfer of the ILV to the LP and
integrated ILV testing. Ensures hardware,
procedures, and personnel are ready to support.
-----------------------------------------------------------------------------------------
Mission Readiness Review Provides written declaration of readiness from [****]
Sea Launch and XM Radio prior to vessels
departure from Home Port including review of
hardware, documentation, personnel, safety,
logistics support, licensing, and problem
reports.
-----------------------------------------------------------------------------------------
Launch Readiness Reviews Provides written declaration of readiness from [****]
Sea Launch and XM Radio for the start of
the launch countdown with a review of hardware,
procedures, personnel, and open problem reports
that may affect
-----------------------------------------------------------------------------------------
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requested with respect to the omitted portions.
-----------------------------------------------------------------------------------------
operations.
-----------------------------------------------------------------------------------------
Status Reviews Regular communications, usually by [****]
teleconference. Review Mission
Integration schedules and Action Item Lists
-----------------------------------------------------------------------------------------
Technical Interchange Technical Interchange Meetings and reviews [****]
Meetings between XM Radio and Sea Launch
specialists will be scheduled as needed to
accomplish mission analysis and operations
planning tasks, resolve interface issues, and
support requirement verification.
-----------------------------------------------------------------------------------------
2.5.1.2 Launch Support Documentation
The Contractor shall provide all documentation required by the
Designated Launch Agency to support launch site operations, flight
operations, and safety certification, in accordance with the schedules
specified by the Designated Launch Agency. The Contractor shall
provide XM with copies of all technical documentation submitted to the
Designated Launch Agency and XM shall provide copies of the technical
documentation issued by the Designated Launch Agency to the
Contractor. The required Launch Vehicle Deliverables are itemized in
Table 4, Launch Vehicle Deliverables.
2.5.1.3 Launch Site Operation Plan
The Contractor shall provide a Launch Site Operations Plan detailing
all activities required at the Designated Launch Site, a test
procedure summary, and schedule. The launch site operations plan shall
also provide a launch team organization/management chart that defines
interfaces and responsibilities. This plan may include the facilities
requirements summary.
2.5.1.4 Launch Site Operations
The Contractor shall provide at the Designated Launch Site, the
necessary personnel, support equipment and supplies, e.g., propellants
and spares, to assemble and check out the flight Spacecraft and
establish its readiness for launch.
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with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
The Contractor shall also provide transportation for the Satellite,
all Contractor personnel, and equipment to and from the Designated
Launch Site, and accommodation and living expenses for the duration of
the launch site operations
The Contractor shall provide the level of support required to perform
integration operations in accordance with the standard Launch Vehicle
activity schedule including multi-shift operations as required.
2.5.1.5 Other Contractor Responsibilities
The Contractor shall perform one fit check for each Spacecraft to
verify the compatibility of the mechanical and electrical interfaces
between the Spacecraft and the SCA. This fit check is accomplished at
the Launch Vehicle Payload Processing Facility and does not include
firing of the separation system.
2.5.1.6 Other Customer Responsibilities
Customer engineers may participate in the launch campaign and the
Customer shall make arrangements with the Designated Launch Agency for
separate office accommodations and support for Contractor.
2.5.2 [****]
The Contractor shall contract for the provision of [****] as needed to
support the launch. The Contractor shall demonstrate the compatibility
of the spacecraft design with this [****].
2.5.3 [****]
The Contractor shall specify, with input from XM, the [****].
2.5.4 LEOP MISSION SERVICES
The Contractor shall perform the Launch and Early Operations phase
(LEOP) maneuvers, deployment of each satellite at its operating orbit
location, and the in-orbit acceptance test (IOT). [****]
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
The Contractor shall provide a qualified team and facilities for the
conduct of LEOP services.
2.5.5 TRAINING
The Contractor shall verify the [****], provide XM and Telesat with
updated training for operation of the XM-4 (XM-5) satellites in
geosynchronous orbit. The Contractor shall be responsible for all the
necessary training activities and related operating procedures.
Training shall be provided for operations staff including engineers
and controllers, and shall cover all systems, documentation, and
procedures. Training shall include Operational Qualification of
engineers and controllers to perform daily operations and anomaly
investigation.
2.5.6 RESERVED
2.5.7 LAUNCH AND IN-ORBIT INSURANCE
All the necessary launch and in-orbit insurance services shall be
procured by XM and shall cover Contractor's operation of the
satellites. The scope of the Contractor effort in this regard shall be
limited to providing the insurance agency with the support
documentation required by the insurer, if any, and support for
meetings with the insurers.
2.5.8 MISSION SUPPORT SERVICES
Beginning with Handover of the last XM spacecraft and continuing for a
period of at least 15 years, the Contractor shall provide on-call
support to answer questions from XM's satellite operator, Telesat
Canada, regarding the performance of any of the XM spacecraft,
providing that these questions do not require extensive analysis. The
Customer through its satellite operator, Telesat shall provide [****]
for the Contractor to respond to these questions. If responding to the
Customer's or Telesat's questions would require extensive analysis,
the Contractor shall provide an estimate of the
extent of effort required, and the Customer shall either agree to pay
for this additional analysis or shall withdraw the question.
2.6 DELIVERABLE DATA AND DOCUMENTATION
XM shall have access as needed to all non-financial data,
documentation, and information related to the Contract that is
generated under this Contract by the Contractor and Subcontractors
consistent with U.S. Government regulations. Certain specific items of
information shall be produced and formally submitted to XM or to
Telesat by the Contractor as specified in the CDRL and data item
descriptions given in Section 8.5 and 8.6 herein.
2.7 VISIBILITY OF FAILURES/PROBLEMS ON OTHER PROGRAMS
The Contractor shall provide XM with immediate and full visibility of
all technical/programmatic aspects of failures and problems occurring
at component (piece part), unit, subsystem, or system level on other
programs, on ground or in orbit, that are relevant to the XM
spacecraft, and of associated corrective actions. XM shall keep such
information strictly confidential. The identities of other Customer
programs do not need to be revealed to XM, either directly or by
inference, except with the express permission of the respective
Customers.
-------------------------------------------------------------------------------
3 QUALIFICATION, REVIEWS, AND ANALYSES
-------------------------------------------------------------------------------
3.1 EQUIPMENT QUALIFICATION
Prior to spacecraft delivery for launch, all flight equipment shall be
fully qualified for all space flight environments to which it will be
subjected as defined in Exhibits D and E.
3.2 DESIGN REVIEWS
A Spacecraft System Requirements Review (SRR) and Critical Design
Reviews (CDRs) shall be conducted at the spacecraft system level. Each
design review shall be a comprehensive, critical audit of the design.
The design review program shall not only encompass a thorough review
of new hardware designs and modified designs, but shall also take into
account those existing qualified designs that will result in the
achievement of the XM performance and environmental requirements.
Without relieving the Contractor of its responsibilities for efforts
under the Contract, the XM Program Director will co-chair system level
design reviews. The Contractor shall provide the logistics for these
reviews, shall make the review presentations, and shall provide
required documentation as described within the CDRL.
The Contractor shall compile and maintain a uniform program listing of
all action items. The status of these action items shall be tracked
through closure.
3.2.1 SPACECRAFT SYSTEM REQUIREMENTS REVIEW (SRR)
The purpose of the SRR is to allow XM and the Contractor to confirm
the baseline concept, configuration and specifications, of spacecraft
system. The design review package shall be submitted in accordance
with the CDRL. XM shall have the right to approve the review including
completion of the review, review meeting minutes, and Major Action
Item responses.
The SRR shall comprise a comprehensive review of the requirements for
the spacecraft and their flow-down to the major subsystems,
particularly the
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with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
communications payload. Also to be covered shall be the identification
of new items to be developed or items to be modified in order to meet
requirements of the Contract. A comparison of specified and expected
performance for the communications payload (repeater and antennas)
shall be reviewed. [****] shall be presented. A [****] shall be
reviewed.
The Contractor shall review and present the requirements on the
spacecraft control equipment (ground segment hardware and software)
and shall describe the operations concept.
3.2.2 SPACECRAFT CRITICAL DESIGN REVIEW (SCDR)
The purpose of the SCDR is to allow XM and the Contractor to confirm
the adequacy of the spacecraft system design, system performance, and
system test plans. XM shall have the right to approve the review
including completion of the review, review meeting minutes, and Major
Action Item responses.
The SCDR shall comprise a comprehensive review of all new designs, and
any major modified existing design. The spacecraft performance shall
be reviewed to verify compliance with contractual design and
performance requirements. Compliance data for existing designs
presented at the SRR shall not need to be presented at this review.
Compliance shall include a presentation of predicted and measured
performance compared to contractual requirements. [****] shall be
documented.
A preliminary version of the Mission Sequence of Events shall be
presented at the review.
Changes since the SRR and recommendations from product line problem
review teams (if any) related to XM as well as the status of their
implementation on XM spacecraft shall be presented.
3.2.3 CONDUCT OF DESIGN REVIEWS
3.2.3.1 Design review board
A qualified Contractor Program Systems Engineering Manager shall,
along with the XM Program Manager, co-chair the Design Review Board.
Board members designated by the two co-chairmen shall include
representatives of Program Management, Systems Engineering,
responsible engineering activities, Manufacturing, Product Assurance,
XM representatives, and other technical specialists as required to
provide a comprehensive appraisal of the spacecraft design. However,
XM may elect not to provide representatives to the Design Review
Boards.
The Board shall make recommendations and ask questions. In addition,
XM may submit recommendations and questions.
When a review is scheduled, copies of the design review package shall
be sent to each member of the review team who shall be responsible
for:
. Studying the data package carefully prior to the design
review meeting.
. Notifying the responsible engineer of major discrepancies or
oversights discovered prior to the meeting.
. Attending the meeting fully prepared to discuss the assigned
areas of responsibility.
. If required, submitting written recommendations for
improving the design.
All recommendations and questions shall be evaluated by the
Contractor, and responses to all recommendations and questions
submitted shall be provided. Responsibility for action items shall be
assigned and a schedule for completion of such items shall be included
in the design review report.
Recommendations shall be converted into action items jointly by XM and
the Contractor.
3.2.3.2 Design Review Notification
Transmittal of data packages, including a detailed agenda, to XM and
to the Design Review Board members shall constitute design review
notification. The data packages and agenda shall be received at XM
(XMSPO and Headquarters), to Telesat for the ground segment, at least
10 full working days in advance of the scheduled review meeting.
3.2.3.3 Data package
Data packages shall be prepared to support the design review
presentations. The packages for the SRR and the SCDR shall be
structured to be stand-alone packages. However, detailed material
(e.g., analyses provided as appendices) provided at the SRR which has
not changed at the SCDR need not be resubmitted. Detailed content
shall comply with the requirements given the CDRL descriptions for SRR
and SCDR.
3.2.3.4 Presentation materials
Presentation materials used in the design reviews shall be distributed
to the participants immediately before the start of each review.
Presentation materials shall use updated data as applicable, but
differences between the presentation and data packages shall be noted.
3.2.3.5 Minutes
Minutes shall include a list of attendees, Major Action items and
other action items with and closure dates and assignments. Minutes
shall be distributed to XM and all attendees within 5 working days
after the meeting.
3.2.3.6 Notification of Review Completion
A written response to design review recommendations and action items
approved by the Design Review Chairman and the Program Manager shall
constitute design review closeout. Each design review report shall be
signed by the Design Review Board Co-Chairpersons and the Contractor
Program Manager to signify concurrence with Major Action Items. Action
items that affect performance or testing of the hardware shall be
closed out prior to the start of proto-flight testing.
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with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
3.2.4 DESIGN REVIEWS BY SUBCONTRACTORS
XM shall be invited to attend subcontractor design reviews for
subcontracted equipment of a new and/or modified design. These
subcontractor design reviews may be scheduled as a session of the
system design review meetings at the Contractor's facilities or
separately. This requirement shall not be imposed for existing design
("product line") equipment.
3.3 OTHER REVIEWS
The Contractor shall conduct other reviews as outlined in this
section. Notification of an upcoming review and all documentation
pertinent to the review shall be submitted to XM at least 10 working
days prior to the review, unless provided otherwise in the Contract
Terms and Conditions. Cognizant Contractor Engineering and management
representatives shall attend review meetings. XM shall have the right
to participate in all these reviews.
3.3.1 UNIT ACCEPTANCE REVIEWS
The Contractor shall review the test data of all units prior to their
being installed on the spacecraft. These unit reviews shall include
failure report closures. Unit test data shall be made available for
review by XM. However, such unit test data shall not be deliverable to
XM. XM representatives shall have the right to participate in these
reviews but may elect not to participate.
3.3.2 SYSTEM TEST REVIEWS
Detailed test data reviews shall be held during the conduct of the
system level test program, with participation by System Test, System
Engineering, and XM representatives. The purpose of these reviews
shall be to assure test data validity in a near real-time manner.
There shall be pre-test and post-test reviews for each of the
following test phases : [****].
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with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
The pre-test reviews shall be held prior to each major test phase.
These reviews shall verify test readiness.
The post-test phase reviews shall be held immediately at the
completion of each major test These reviews, conducted by Systems
Engineering and Systems Test, will include a brief data overview, an
anomaly list including cause and corrective action status, and open
issues, if appropriate. The test phase review shall serve to assure
that the appropriate [****] has been completed and that spacecraft
status is understood prior to leaving a test facility or major
configuration.
3.3.3 SHIPMENT READINESS REVIEW (SRR)
This review shall be conducted at the completion of spacecraft ground
acceptance testing and shall cover hardware status, test data,
deviations, and waivers to performance specifications, and status of
all other CDRL items. The review shall also include mission operation
readiness and launch campaign planning.
3.3.4 FLIGHT READINESS REVIEWS (FRR)
The Flight Readiness Review consists of two meetings: 1) Consent to
Fuel Review and 2) a Satellite Mission Readiness Review.
The Contractor, upon completion of launch site functional testing (at
home port) shall conduct the Consent to Fuel Review at home port. The
Satellite Mission Readiness review shall address the readiness of the
mission support team and satellite mission control equipment,
including the [****] and shall be conducted at the Contractor's
facility.
3.3.5 LAUNCH READINESS REVIEWS (LRR)
The Contractor shall conduct a Launch Readiness Review (LRR) in order
to demonstrate that the satellite, mission support, and launch vehicle
are ready for launch. This review will have representation from the
Customer, Contractor, and Launch Vehicle Agency.
3.3.6 IN-ORBIT ACCEPTANCE TEST REVIEW (IOTR)
At the completion of the spacecraft in-orbit testing, a spacecraft
acceptance review shall be conducted by the Contractor where hardware
status, in-orbit test data, anomalies, and comparison with predicted
performance shall be formally presented for transfer of ownership of
the spacecraft to XM.
3.3.7 MRR, TRR, AND TRB PARTICIPATION
XM shall have the right to participate to all the Manufacturing
Readiness Review (MRR), Test Readiness Review (TRR), and Test Review
Board (TRB) organized for B, C, D, and E category equipment (as
defined in Exhibit D) per Exhibit C.
3.4 ANALYSES
The Contractor shall perform any analyses deemed necessary to
demonstrate compliance with Contract requirements or to substantiate
the integrity of the spacecraft delivered under this Contract. All
analyses shall be consistent with requirements of other applicable
Contract exhibits.
The Contractor may use, where relevant, results of valid and
applicable analyses already performed for similar spacecraft or
equipment and properly updated for this Contract. The Contractor's
existing valid, and applicable computer/mathematical models and
analytical/design tools used for similar spacecraft or equipment may
also be used to perform the analyses defined herein.
3.4.1 GENERAL DESIGN AND PERFORMANCE ANALYSES REQUIREMENTS
The Contractor shall perform all design, analytical test, and other
efforts necessary to demonstrate that the spacecraft complies with the
requirements of Exhibit A2; that physical parameters are properly
understood, managed, and accounted for; and that the spacecraft design
is technically sound taking into account all earth and space flight
environments to which the spacecraft or any of its component elements
potentially can be exposed. These efforts shall consider all relevant
functional, performance, interface, and environmental requirements, as
well as interactions between the analyses and the test verifications
of Exhibit D shall be taken into
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with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
account. The format and submittal of analyses and studies shall be in
accordance with the CDRL.
3.4.2 [****] ANALYSIS
The Contractor shall perform a [****] analysis which shall include a
detailed listing of the [****]. The analysis shall address the [****]
and included in the Mission Analysis.
3.4.3 [****] ANALYSIS
A [****] analysis shall be performed and shall consider all critical
phases of spacecraft life including, at least, [****]. The analysis
shall also address the [****]
3.4.4 [****] ANALYSIS
An analysis shall be performed for the various [****]. This analysis
shall include [****]. The analysis shall address the [****] shall be
performed.
3.4.5 [****] ANALYSIS
The Contractor shall perform an [****] analysis, taking into account
[****]. Analyses shall be based on [****].
3.4.6 [****] ANALYSIS
The Contractor shall analyze the [****] of the spacecraft for all
phases of the mission. The analysis shall be based on each required
launch vehicle's performance [****], and shall take into account all
significant factors.
The Contractor shall provide details of the [****] shall be provided.
3.4.7 [****] ANALYSIS
A [****] analysis shall be provided which shall [****]. The [****]
analysis shall take into account variables available to the Contractor
and shall include [****].
The analysis shall also include but not be limited to:
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with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
[****]
Based on the [****] analyses, the Contractor shall provide the [****].
3.4.8 [****] ANALYSIS
The Contractor shall demonstrate by analysis that the [****].
3.4.9 [****] ANALYSIS
An analysis shall be performed which shall demonstrate that the
spacecraft design:
[****]
3.4.10 [****] PERFORMANCE
The Contractor shall analyze the performance of the [****]
3.4.11 [****] ANALYSES
The Contractor shall perform all analyses necessary to verify [****].
3.4.12 [****] ANALYSIS
An analysis and simulation of [****] shall be performed. This analysis
shall demonstrate that the [****]. The analysis shall identify all
[****]. [****] shall be performed to show that the [****] during all
phases of the mission.
3.4.13 [****] analyses
A complete and comprehensive [****] analysis shall be performed in
which all [****].
The Contractor shall provide to the launch agency [****] with
supporting documentation as needed for [****].
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with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
3.4.14 [****] ANALYSIS
Analyses of the [****], are investigated. All [****] used in these
analyses shall be [****], unless otherwise agreed to by XM. [****].
The following shall be included in the [****] analyses:
[****]
3.4.15 [****] ANALYSES
All [****] shall be analyzed. Analyses shall include:
[****]
3.4.16 [****] ANALYSIS
The Contractor shall perform an [****] analysis.
3.4.17 [****] ANALYSIS
The Contractor shall perform an analysis of [****].
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4 PROGRAM MANAGEMENT REQUIREMENTS
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4.1 CONTRACTOR MANAGEMENT ORGANIZATION
The Contractor shall ensure that the personnel and facilities
necessary for the performance of the Contract are assigned and made
available at the time and places necessary to meet the performance and
schedule established by this Contract.
4.2 PROGRAM CONTROL
The Contractor shall establish and apply a program control system that
provides for monitoring of all program activities and clearly
identifies all milestones, completion and delivery dates, design
reviews, and critical paths. This system shall cover the total period
from the XM-4 Effective Date of Contract (EDC) to the completion of
the XM-4 in orbit test activities.
4.3 CONFIGURATION CONTROL
The configuration control plan shall be provided
4.4 XM MANAGEMENT ORGANIZATION
The XM Spacecraft Program Office (XMSPO) will be the primary technical
point of contact between the Contractor and XM for technical
management of this Contract. Telesat will be the primary point of
contact for operation of the satellites.
XM shall designate a Spacecraft Program Director who will be
responsible for ensuring that all technical and programmatic
requirements of the spacecraft program are satisfied and will have the
authority (and may delegate authority) to approve for XM on Design
Review Boards on which XM is a member and on technical and related
programmatic documentation matters.
An XM Contracts Officer will be identified who is responsible for
conducting Contract negotiations, Contract administration, and all
modifications to the spacecraft program (including waivers,
deviations, and Contract Change Notices).
4.5 XM/CONTRACTOR RELATIONS
At Contract award, the Contractor shall obtain promptly the government
approvals required to provide access to XM personnel to non-financial
information relating to the Contract. This access shall be consistent
with United States Government regulations governing access to
technical data. In addition to formal contact and communication
between XM and the Contractor, the Contractor's Program Management
Office (CPMO) shall arrange for cooperative, open, and unimpeded
informal contact and communication between XMSPO personnel and their
counterparts in the Contractor's organization. Technical facilities,
data, and information used by the Contractor for the program shall be
open to inspection and evaluation by XM representatives at all
reasonable times and subject to the regulations noted above. XM shall
have access by use of permanent badges to all involved facilities and
all work in process and to technical and status reviews. The
Contractor shall provide XM with immediate and full visibility of all
technical/programmatic aspects of failures and problems occurring at
component (piece part), unit, subsystem, or system level and of
associated corrective actions. All relevant system level test data
shall be available for XM to review at any time after the data is
taken.
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requested with respect to the omitted portions.
4.6 MEETINGS
Table 1: Meetings Conducted or Participated in by Contractor
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Meeting Date or Frequency Place
------------------------------------------------------------------------------
Contract Kickoff Meeting [****] Contractor's facility
------------------------------------------------------------------------------
Interim Progress Meeting [****] Contractor's facility
------------------------------------------------------------------------------
Quarterly Progress Meeting [****] Contractor's facility
------------------------------------------------------------------------------
Senior Management Meetings [****] Contractor's facility
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Progress Meeting with Major [****] SubContractor facilities
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SubContractors (for new and
modified design equipment)
------------------------------------------------------------------------------
Unit Acceptance Reviews [****] Contractor's/
subContractors
facilities as appropriate
------------------------------------------------------------------------------
Design Review Meetings [****] Contractor's/
subContractors
facilities as appropriate
------------------------------------------------------------------------------
Shipment Readiness Review [****] Contractor's facility
------------------------------------------------------------------------------
Flight Readiness Review [****] Launch site
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Launch Readiness Review [****] As appropriate
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Meetings with launch [****] As appropriate
services agency
------------------------------------------------------------------------------
Opportunity Meetings [****] As appropriate
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In-orbit Acceptance [****] Contractor facility
Test Review
------------------------------------------------------------------------------
4.6.1 CONTRACT KICKOFF MEETING
Within [****] after the effective Date of Contract, the Contractor
shall conduct a contract kickoff meeting. The purpose of this meeting
is to confirm the spacecraft technical definition and configuration
and program requirements subsequent to contract negotiations. An
additional purpose is to discuss and define the details of
implementing cooperative working procedures and arrangements between
ASPO and the Contractor. The topics shall include the following:
1. Formal communication requirements and formats;
2. Contractor's organizational charts with specific names of all key
individuals;
3. Arrangements for XMSPO access to facilities, documentation, work
in progress, and informal, technical discussions;
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
4. The Contractor team organization
5. System/subsystem-level budgets reflecting the performance
commitments and predictions provided by the Contractor prior to
contract award and demonstrating the ability of the proposed
design to meet all Exhibit A performance requirements; and
6. System and subsystem-level schedules.
4.6.2 INTERIM AND QUARTERLY PROGRESS MEETINGS
The Contractor shall organize and conduct, under the chairmanship of a
Program Management Office (PMO) member, regular technical and program
meetings at which XM representatives (and Telesat, as necessary) will
participate. The purpose of these meetings shall be to review overall
program status, schedules, planning, major technical problem areas,
and any contractual/financial issues and any proposed Contract
changes, and to discuss and mutually agree upon appropriate courses of
action for maintaining the integrity of the program. The Interim
progress meetings shall normally be less formal than the Quarterly
progress meetings.
4.6.3 SENIOR MANAGEMENT MEETINGS
Senior Management Meetings shall be conducted at [****] intervals
between the Contractor and XM senior management to discuss the
Contractor's progress and related matters. The venue of these meetings
shall normally be the Contractor's facilities.
The XMSPO Program Director and the PMO Program Manager may jointly
prepare the presentation for this meeting based on the agenda
identified by the senior management staffs of both organizations.
4.6.4 REVIEW MEETINGS
The Contractor shall conduct reviews as specified in Section 3 of this
Exhibit. The Contractor shall be responsible for the reviews.
The PMO shall be responsible for ensuring the timely completion of
Action Items and for tracking and reporting their status. A review
shall be considered conducted when the review chairperson issued the
minutes and XM has reviewed the minutes. At the conclusion of the
review, a set of Major Action Items will be mutually agreed to. A
review shall not be considered completed until after all Major Action
Items taken at the review meeting have been closed and the
Notification of Review Completion has been approved by XM. Design
Review Action Items may be closed to later phase actions and/or plans
(e.g. during test) at the mutual agreement of the Contractor and
Customer. Review Minutes, Action Item Responses, and Notification of
Review of Completion submittals shall be in accordance with the CDRL.
4.7 PROGRAM SCHEDULE NETWORKS
The Contractor shall conduct program schedule monitoring and analysis
in accordance with the Contractor's standard practices and procedures.
The Contractor shall provide XM with program activity networks and
schedule charts from those schedule activities to assist in the
forecasting of and preparation for critical program events (reviews
and quarterly program meetings), as well as for progress evaluation.
4.8 PROGRAM MILESTONE PAYMENT STATUS
The Contractor shall monitor and present to XM in the Quarterly
Progress Reports, tables and graphs of the actual and anticipated
invoice submittals of contract payment milestones as described below:
4.8.1 SUBMITTED INVOICES
1. Milestone identification number
2. Milestone description
3. Value
4. Amount approved
5. Invoice date
4.8.2 ANTICIPATED INVOICE SUBMITTALS
The Contractor shall present a table of anticipated milestone invoice
submittals for a period of one year from the month of issue of the
table. The table shall contain at least the following columns:
1. Milestone identification number;
2. Milestone description;
3. Value;
4. Anticipated (realistic) invoice date as shown on current program
schedule.
4.8.3 MILESTONE PAYMENT STATUS GRAPHS
The Contractor shall present a graph of cumulative milestone values
over the entire program duration, indicating the Milestone Payment
Plan amounts, and the cumulative amounts approved to dates.
4.8.4 AUDITOR'S CERTIFICATION
The Contractor shall have its CFO certify to XM annually that no
improper payment has been made to any XM official in connection with
this Contract. Social functions and providing key XM officials with a
desktop mock-up of the XM spacecraft shall be considered an acceptable
courtesy.
4.9 MANAGEMENT OF CONTRACT CHANGES
The Contractor shall establish and maintain a system for managing the
following types of changes to the XM Contract:
1. Change to Technical Requirements
2. Change to the Scope of Work (additions or deletions); and
3. Change to the Delivery Requirements (schedule).
4.9.1 PRELIMINARY CHANGE ASSESSMENT
As an answer to an XM draft change request, prior to formal request
for change, the Contractor shall provide to XM a preliminary change
assessment, which includes the following:
1. A brief description of the change;
2. rough order of magnitude (ROM) of the cost impact of the change;
3. estimated schedule impact; and
4. other special programmatic considerations, including time
required for a response. XM will evaluate the preliminary change
assessment and advise the Contractor whether to proceed with a
detailed proposal.
4.9.2 CONTRACT CHANGE NOTICE (CCN)
Any contract change raised by the Contractor, either on its own
initiative or at XM's request, shall be submitted to XM for approval
in a timely manner in accordance with the Contract. A Contract Change
Notice form shall be used which shall include the following
information:
1. A unique reference number;
2. Date of submittal;
3. Identification of organization requesting the change, as well as
description and justification for the change;
4. A detailed description of the envisaged tasks in the form of a
brief statement of work;
5. A statement of schedule impact;
6. Price breakdown in a mutually acceptable format;
7. Suggested contract language revisions as applicable; and
8. Proposed implementation date.
4.9.3 REVIEW AND APPROVAL OF CONTRACT CHANGE NOTICE
XM will notify the Contractor of its acceptance or rejection of a CCN
in accordance with the Contact Terms and Conditions. Whenever the
proposed CCN implementation date is deemed critical, XM shall be so
notified, and a specific early response date requested of XM by the
Contractor.
If the Contractor implements a change prior to obtaining XM approval,
this shall be at the Contractor's own risk.
4.9.4 WAIVERS AND DEVIATIONS
If, during the execution of the Contract, the Contractor desires to
depart from the requirements in the Contract for a specific item or a
limited number of items, a Request for Deviation/Waiver (RDW) shall be
submitted. Such requests shall comply with the definition of
Deviations and Waivers specified herein below.
An RDW shall contain at least the information defined as follows:
1. A unique RDW reference number
2. Title or subject of RDW
3. Affected equipment item name
4. Affected equipment item part number
5. Affected requirement at all levels under Contractor responsibility
6. Description of the waiver or deviation requested
7. Purpose or justification for request
8. Date of issue; and
9. Schedule impact, if any.
Waiver and deviation are defined in Exhibit C.
4.9.5 REVIEW AND APPROVAL OF AN RDW
XM shall make its best efforts to notify the Contractor of its
acceptance or rejection of the RDW within ten (10) working days of its
receipt. If the reason for its rejection is lack of adequate
supporting documentation (or other evidence), the Contractor will be
informed within ten (10) days of receipt.
-------------------------------------------------------------------------------
5 PRODUCT ASSURANCE REQUIREMENTS
-------------------------------------------------------------------------------
The Contractor shall establish and implement a Product Assurance
Program in accordance with the requirements defined in Exhibit C.
--------------------------------------------------------------------------------
6 INFORMATION
--------------------------------------------------------------------------------
6.1 ACCESS TO INFORMATION
XM shall have access, consistent with United States Government
regulations and individually signed Protection of Proprietary Rights
agreements, to any information generated on the program or other
technical data needed to resolve technical issues associated with the
program. Implementation of such access may be through meetings,
technical documents or through other methods by mutual agreement.
6.2 RELEASE OF COMMAND RADIO FREQUENCY AND ADDRESS CODE INFORMATION
The Contractor shall consider and treat all assigned command radio
frequencies and command address codes used for the spacecraft under
this Contract and all on-orbit performance date as proprietary to XM.
All such proprietary information shall not be released to third
parties without XM's prior approval in accordance with the Contract
Terms and Conditions.
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
--------------------------------------------------------------------------------
7 TRAINING AND OPERATION SUPPORT SERVICES
-------------------------------------------------------------------------------
7.1 VERIFICATION OF [****]
The Contractor shall support a test, not to exceed [****], to verify
[****] and the spacecraft during the Integrated System Test of the
first flight spacecraft.
7.2 TRAINING OF XM OPERATIONS PERSONNEL
The Contractor shall prepare and present XM-4 updates to the XM-1/XM-2
training course for XM and Telesat satellite operations staff.
The XM-1/XM-2 course covered [****].
Reasonable questions not answered during the course shall be responded
to within one week in writing.
The updates to the training material shall be submitted to XM and
Telesat as noted in the CDRL list.
Each training session shall be video taped, and one copy of the videos
shall be presented at the conclusion of training.
7.3 RESERVED
--------------------------------------------------------------------------------
8 DATA AND DOCUMENTATION REQUIREMENTS
--------------------------------------------------------------------------------
The specific items of information which shall be produced and formally
submitted to XM by the Contractor are specified herein.
8.1 LANGUAGE
All deliverable documentation shall be written in the English
language.
8.2 UNITS AND DIMENSIONS
Unless otherwise specified, the international system (SI) of units and
dimensions shall be used in deliverable program documentation,
however, if the Contractor desires, documentation may contain dual
units in the format SI (English). SI units shall be used for
deliverable spacecraft level and unit top assembly level, documents
and drawings except as follows:
1. American Standard fasteners may be used;
2. Launch vehicle interface information will be as defined by the
launch vehicle supplier; and
3. Drawings for existing units or components for which the existing
drawings are in English units.
4. Existing analyses and documents
8.3 NOMENCLATURE, ACRONYMS AND ABBREVIATIONS
The nomenclature and terminology used to define all hardware,
software, and data items shall be consistent throughout the program.
The Contractor shall provide a list of acronyms and abbreviations used
in the program documentation, along with their meanings.
8.4 DOCUMENT REFERENCE/IDENTIFICATION SYSTEM
All contract deliverable documents submitted to XM shall contain in
the headings at least the following:
1. Date of issue;
2. Subject of document;
3. Author or issuing authority;
4. Program unique reference identifier and other identifier; and
5. Contract Documentation Requirements List (CDRL) item number.
8.5 CDRL ITEM DESCRIPTIONS
The requirements for those CDRL items, which have specific
requirements for their contents, are described below. Documents not
described below may be provided in accordance with the Contractor's
standard contents and formats.
8.5.1 SPACECRAFT DELIVERY PLAN
The general Spacecraft Delivery Plan shall be applicable to the
selected launch vehicles. This plan shall define the activities
necessary to prepare the spacecraft and associated support equipment
for shipment, the general logistical details of the shipment itself,
the implementation of monitoring equipment to record the environment
of the spacecraft and critical support equipment during shipment, and
a general definition of any support required to be provided by the
applicable launch vehicle Contractors once the spacecraft and
associated equipment arrive at the launch site.
8.5.2 QUARTERLY PROGRAM PROGRESS REPORTS
The Quarterly Program Progress Report is an executive summary of the
program status showing accomplishments against progress plan
milestones and highlighting significant events and problems in the
schedule. This document shall provide the
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
minimum amount of material necessary for tracking the program and
shall be provided in a form which highlights critical changes to the
elements defined with in this section. A structure which minimizes the
repetition of material from quarter-to-quarter shall be used.
For the key system budgets (noted below) and the [****] achievable
with each launch vehicle changes from the previous report shall be
highlighted and documented, and an action plan for correcting any
predicted specifications non-compliance shall be presented.
The report shall contain at least the following:
1. A detailed status of critical performance or schedule issues and
of corrective actions undertaken.
2. General descriptions of progress accomplished during the quarter
at unit, subsystem, and spacecraft system level.
3. A description of progress accomplished during the quarter by each
major sub-contractor; and an updated list of all major
sub-contractors.
4. Schedule overview, in bar chart form, showing the dates of the
subsystem and system reviews and the dates of their delivery and
their evolution.
5. Summary descriptions of any significant changes to the Contract
in terms of design, performance, schedule or work distribution
requirements. This shall include a status summary of Requests for
Waiver/Deviation and Contract Change Notices.
6. List of milestones reached during the quarter and to date, and of
milestones forecast to be completed for the next period.
7. [****] Summary containing:
[****]
8. [****] Budget containing:
[****] and for the spacecraft bus.
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with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
9. [****] Summary for the duration of the nominal mission for the
selected launch vehicle. The estimated [****] shall also be
defined in each case.
10. A review of the Product Assurance program including a summary of
the past quarter's significant accomplishments, problems, parts
procurement shortages, failures and solutions, program status,
sub-contractor and supplier status, trends, and statistics.
Additionally, the plan for the next quarter shall be summarized.
8.5.3 DESIGN REVIEW PACKAGE
As a minimum, each review package shall include adequate pertinent
information, supporting design and performance data and any analytical
studies that fully describe the spacecraft various hardware subsystems
and systems performance and capability for satisfying the performance
requirements. All packages shall contain a [****] to the documentation
within the package.
8.5.3.1 Spacecraft Systems Requirements Review data package
As a minimum, the following topics/items shall be addressed in the
Spacecraft Systems Requirements Review (SRR) data package:
1. Agenda with date, time and location of the design review meeting;
2. Program organization and management description;
3. Program master schedule including identification of critical path
items, availability of facilities and resources, and any
potential problem areas;
4. Summary of [****];
5. [****];
6. The satellite design analysis including a summary description of
spacecraft and subsystems;
7. Performance predictions and statement of compliance to
contractual requirements;
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with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
a) Satellite final specifications, including applicable
documents and the [****]
b) Subsystem preliminary specifications
8. Summary of [****];
9. [****];
10. [****];
11. [****]
12. [****];
13. [****];
14. [****];
15. [****]; and
16. A preliminary release of analyses and of the reliability
evaluation.
8.5.3.2 Critical design review data package
As a minimum, the following data shall be provided in the Critical
Design Review data package:
1. Agenda with date, time, and location of the design review
meeting;
2. Updates to Program organization and management description;
3. Final subsystem specifications
4. Program master schedule including identification of critical path
items, availability of facilities and resources, and any
potential problem areas;
5. Summary of [****];
6. Changes since SRR
7. Summary description of spacecraft and subsystems;
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with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
[****]
8. Update of Performance predictions and Statement of Compliance.
9. Program Test Plan and supporting documentation;
10. [****];
11. [****];
12. Systems safety and hazard considerations:
13. [****];
14. [****]; and
15. Updated releases of analyses and of the reliability evaluation.
8.5.4 SPACECRAFT VALIDATION PLAN
The Contractor shall conduct test activities as specified in Exhibit D
to verify the compliance of the equipment with Exhibit A2. This
document shall be maintained to be consistent with any changes to
Exhibits A2 and D made during the program.
.
8.5.5 SPACECRAFT STORAGE PLAN
The Contractor shall develop an update to the XM-1/XM-2 Spacecraft
Storage Plan for XM-4 which shall describe the equipment and methods
used to store the spacecraft, including descriptions of storage
containers, facilities, provisions for environmental monitoring and
control during storage, tasks to be performed before placing the
spacecraft in storage, tasks performed periodically during the storage
period, and tasks to be performed when removing a spacecraft from
storage.
The Spacecraft Storage Plan shall cover all necessary tasks for a
period of storage up to [****]. The Spacecraft Storage Plan shall
clearly distinguish between tasks performed for short-term storage
(less than [****]), and tasks performed for medium
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with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
term storage. If testing of the spacecraft is required upon removal
from storage, the appropriate tests shall be described.
8.5.6 SPACECRAFT SYSTEMS SUMMARY
The Contractor shall provide an update to the XM-1/XM-2/XM-3
Spacecraft Systems Summary for XM-4. The main objective of this
document is to provide a top-level understanding of the spacecraft
design, performance, and operation to XM staff not routinely
associated with the XM Spacecraft Program Office (XMSPO), and not
receiving the subsystem and system design review packages.
The Spacecraft System Summary contains general descriptions of the
spacecraft equipment and performance, overall configuration drawings,
and functional diagrams of major assemblies and subsystems. Current
versions of the [****] shall be presented. Each revision may be
provided as a stand-alone document or a set of change pages, as
mutually agreed between the Contractor and Customer.
8.5.7 [****]
[****]
8.5.8 SPACECRAFT ASSEMBLY DRAWINGS AND CIRCUIT DIAGRAMS
An update to the XM-1/XM-2/XM-3 set of spacecraft level assembly
drawings and electrical circuit diagrams (from top level down to
subsystem level) shall be provided [****]. These documents shall be
available for reference at CDR and updates shall be made available
when released. Unit level drawings and schematics shall be made
available for Customer review subject to U.S. Government regulations.
During the program, all released drawings for spacecraft produced
under this Contract shall be available for XM review as soon as each
drawing is released.
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
8.5.9 FLIGHT SOFTWARE/FIRMWARE DOCUMENTATION
The Contractor's warranty of satisfactory in-orbit performance assumes
that XM shall not modify the flight software. Documentation
deliverables for XM specific software/flight firmware shall include
the following:
[****]
8.5.10 [****]
The Contractor shall [****]. For each database, the Contractor shall
create and maintain documentation providing detailed information on
the structure and interpretation of the database.
8.5.10.1 [****] contents
The [****] Database shall contain [****].
[****].
[****]
8.5.10.2 [****] contents
The [****] databases shall contain [****].
8.5.10.3 Submission requirements
The [****] databases shall be controlled by revision number and shall
be maintained to accurately reflect the configuration of the
spacecraft during testing and until shipment. XM shall be notified
whenever the databases are revised.
The [****] databases shall be released in a preliminary form at least
[****]. Subsequently, the databases may be revised as necessary;
however, XM shall be notified at each revision and copies shall be
delivered electronically. The final revision effective for each
spacecraft shall be delivered at the Shipment Readiness Review.
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
8.5.11 SPACECRAFT OPERATIONS HANDBOOK
The Contractor shall provide a Spacecraft Operations Handbook
specifically for XM-4. This document shall include the satellite
operational procedures recommended by the Contractor for use by XM
and/or Telesat in all modes of operation from end of in-orbit
acceptance test until satellite end-of-life. This handbook shall be
designed for inclusion of supplemental information relating to changes
in satellite design and operation and shall include the following
information:
1. [****].
This data shall include, but shall not be limited to, the following:
8.5.11.1 [****] Control
[****]
8.5.11.2 [****] Control
[****].
8.5.11.3 [****]
[****].
8.5.11.4 [****]
[****].
8.5.11.5 [****]
[****].
8.5.12 SPACECRAFT [****]
A complete set of [****] shall be provided to XM. [****] to be used as
a reference by XM and/or spacecraft operations personnel.
[****].
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with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
8.5.12.1 [****]
[****]
8.5.12.2 [****]
[****].
8.5.12.3 Data Documentation and Delivery
In general, unit data shall be provided to XM at least [****] before
the spacecraft launch date. As a minimum, the following data shall be
provided [****] before the launch date:
[****]
All other data shall be delivered to XM at least [****] prior to the
launch of the spacecraft.
8.5.13 ANALYSIS
Analyses reports shall include:
1. Statement of the objectives of the analysis and outline of the
methodology.
2. Definitions of all symbols used in equations and statement of all
assumed boundary conditions and values of constraints.
3. References, if appropriate, to reduce the amount of explanatory
texts, or indication of sources of common equations, algorithms,
etc.
4. Methodology and/or listing of computer analyses.
5. Sufficient information to allow XM to verify the adequacy and
accuracy of the analyses.
The reports shall be updated when new information becomes available
during the Contract period, and shall adequately describe any
differences.
8.6 DETAILED CDRL
The listing of data items to be submitted and their corresponding
submittal requirements are given in Table 2, 2a, 3, and 4 attached
hereto. Submission requirements given in days after or before an event
shall be defined at full working days. Submission requirements given
in weeks or months shall be defined as calendar weeks or months. All
submission dates refer to date of receipt at the specified
destination. Electronic submissions shall not be considered acceptable
unless they are submitted in a format which the Customer can access
using commercial off-the-shelf software.
8.6.1 SUBMISSION CRITERIA DEFINITIONS:
8.6.1.1 Approval
Approval indicates that XM must provide a written indication that the
submission is acceptable before any work which directly depends on the
submission is begun. All deficiencies in the submission which are
noted by XM must be resolved.
8.6.1.2 Review
Review indicates that XM has the opportunity to review and comment on
the submission, and Customer's reasonable comments will be
incorporated by the Contractor. Work may proceed in parallel to the
review activity
8.6.1.3 Information
Information indicates that the submission is provided to aid the
Customer in understanding.
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with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Table 2
[****]
Table 2A
[****]
Table 3
[****]
XM Satellite Radio Inc.
--------------------------------------------------------------------------------
Exhibit G-3 Rev A
--------------------------------------------------------------------------------
XM-4 Payment Plan Termination Liability Schedule, Payment Plans for In-orbit
Incentive Amounts, High Performance Incentives and Extended Life Performance
Incentives
--------------------------------------------------------------------------------
Approved by:
-------------------- ---------------
▇▇▇ ▇▇▇▇▇▇▇▇▇ Date
Executive Vice President and Chief Financial Officer,
XM Satellite Radio Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Approved by:
-------------------- ---------------
▇▇▇▇ ▇▇▇▇ Date
Contract Manager: XM Satellite Radio
Boeing Satellite Systems International, Inc.
--------------------------------------------------------------------------------
**** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
[***]
[LOGO] XM SATELLITE RADIO
XM Satellite Radio, Inc.
================================================================================
Exhibit A2 rev 0.1
--------------------------------------------------------------------------------
XM-4 Spacecraft Performance Specifications
Last Saved: July 30, 2003
Document Number: XM-SC-XM4001
DOCUMENT RELEASE APPROVALS
----------------------------------------------------
Approved by Date
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
Vice President, Engineering
XM Satellite Radio
====================================================
Approved by Date
▇▇▇▇▇ ▇▇▇▇, Program Manager
Boeing Satellite Systems
====================================================
Approved by Date
▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President, Space
and Ground Systems, XM Satellite Radio
----------------------------------------------------
**** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
[***]