ASSET PURCHASE AGREEMENT
Exhibit 10.27
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of the 19th day of December, 2000, by and between Astrium GmbH, a German corporation (“Purchaser”), and Spacehab, Incorporated (“Seller”), a Washington state corporation.
RECITALS
WHEREAS, Seller has developed and owns or is developing and will own certain commercial space hardware known as the integrated cargo carrier or ICC and related assets (the ICC that is integrated into the Shuttle cargo bay in a horizontal position and related assets are referred to hereafter as the “ICC System” and the ICC that is to be integrated into the Shuttle cargo bay in vertical position and related assets are referred to hereafter as the “ICC-V System”);
WHEREAS, Purchaser and Seller have entered into a (i) Collaboration Agreement and a Stock Purchase Agreement dated as of August 2, 1999 establishing a Strategic Alliance, (ii) a Joint Program Agreement for the purchase of the ICC System Assets and the ICC-V System Assets and a leaseback of said assets to Seller dated as of November 30, 2000 and (iii) an Agreement on Principles for Lease of the ICC System Assets and the ICC-V System Assets dated as of November 30, 2000; and
WHEREAS, on the terms and subject to the conditions contained in this Agreement, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, the ICC Systems Assets and the ICC-V Systems Assets.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
ARTICLE 1
Purchase and Sale of Assets
1.1 Agreement to Purchase and Sell. On the terms and subject to the conditions contained in this Agreement, Purchaser agrees to purchase from Seller, and Seller agrees to sell to Purchaser, all of Seller’s right, title and interest in and to the ICC System and the ICC-V System as set forth on Schedule I hereto (referred to hereafter as “ICC System Assets” and ICC-V System Assets, respectively) and the assets related thereto as set forth in paragraphs 1.3 (a), (b), (c) and (d) (the ICC System Assets, the ICC-V System Assets and the assets related thereto are collectively referred to as the “Purchased Assets”).
The Purchased Assets shall be sold to Purchaser free and clear of any and all liens, claims and encumbrances of whatever kind or nature, including but not limited to security interests, mortgages, pledges, charges, suits, licenses, options, rights of recovery, judgments, rights of first refusal, orders and decrees of any court or foreign or domestic governmental entity, interest, tax, covenants, restrictions, indentures, instruments, leases, options, contracts, agreements, offsets, recoupments, claims for reimbursement, contribution, indemnity or
exoneration successor, product, environmental, taxes, labor, ERISA, CERCLA, alter ego and other liabilities (collectively, “Claims”).
1.2 Transfer of title to Purchaser’s subsidiary. Unless otherwise notified by Purchaser prior to the First Closing or Second Closing respectively, Seller shall transfer all of Seller’s right, title and interest in and to the Purchased Assets to Purchaser’s subsidiary, Astrium North America, Inc., a Delaware corporation, in lieu of delivering said right, title and interest to Purchaser
1.3 Enumeration of Assets Purchased. In addition to the ICC System Assets and the ICC-V System Assets set forth on Schedule I hereto, the assets related thereto that are being purchased also shall include the following:
(a) all rights under warranties, representations and guarantees made by suppliers, manufacturers and contractors in connection with the ICC System Assets and the ICC-V System Assets related thereto;
(b) all U.S. and foreign trademarks, service marks, logos, designs, trade names, patents, registered designs, mask works, copyrights, computer software and databases, whether or not registered, and related items (and all intellectual property and proprietary rights incorporated therein) and all other trade secrets, research and development, formulae, know-how, and proprietary and intellectual property rights and information, including all grants, registrations, renewals, reissues and applications relating thereto, owned by Seller and related exclusively to the ICC System Assets or the ICC-V System Assets; and
(c) all processes, procedures and test data related to the handling and operation of the ICC System Assets and the ICC-V System Assets documented in whatever form, it being agreed that those items related to Generic ICC will only be transferred in the status and form available to Seller on 31st December 2000; and
(d) any and all other assets and rights that are not of the type or character referenced in Section 1.2(a)-(c) and which are necessary for the continuation of the operation of the ICC System Assets or the ICC-V System Assets in at least the same manner as they are conducted as of the date hereof.
ARTICLE 2
No Liabilities Assumed; Indemnification
2.1 No Liabilities Assumed. Seller acknowledges and agrees that pursuant to the terms and provisions of this Agreement, Purchaser will not assume any obligation of Seller whatsoever. In furtherance and not in limitation of the foregoing, Purchaser shall not assume and shall not be deemed to have assumed, any debt, Claim, obligation or other liability of Seller whatsoever (the “Excluded Liabilities”), including, but not limited to (i) any environmental costs and liabilities arising from environmental, health, or safety conditions, or the release of a contaminant into the environment, for any act, omission, condition, event or circumstance to the extent occurring or existing prior to the respective closing date for the assets involved, including
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without limitation all environmental costs and liabilities relating in any manner to Seller’s direct or indirect handling, transportation or disposal of any contaminants, (ii) any of Seller’s liabilities in respect of any taxes, (III) any taxes or any fees arising in connection with the consummation of the transactions contemplated hereby, including any tax or liability of any stockholder of Seller or its affiliates and any of Seller’s fees and expenses incurred in connection with the transfer of the Purchased Assets (other than as expressly provided in this Agreement), (iv) any brokers’ or finders’ fees, or other liability of Seller for costs and expenses (including legal fees and expenses) incurred in connection with this Agreement or the consummation of the transactions contemplated hereby, (v) any liability or obligation of Seller under this Agreement, (vi) any indebtedness of the Seller, (vii) any obligation or liability arising as a result of or whose existence is a breach of Seller’s representations, warranties, agreements or covenants, and (vii) any Excluded Assets.
2.2 Indemnification. Seller agrees to defend, indemnify, and hold harmless the Purchaser, its officers, directors, shareholders, employees, accountants, attorneys, agents, successors and assigns from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to a debt, Claim, obligation or liability concerning the Excluded Liabilities. With respect to any claim which may form the basis for indemnification under this Section, the Purchaser shall give prompt notice of such claim to the Seller as well as the opportunity for Seller to defend, compromise, or settle such claim with counsel selected by Seller, and shall fully cooperate in the course thereof. The Seller shall not enter into any compromise or settlement that shall have the effect of creating any liability or obligation (whether legal or equitable) on the part of the Purchaser.
ARTICLE 3
Purchase Price, Manner of Payment and Closing
3.1 Consideration. The purchase price (the “Purchase Price”) of the Purchased Assets shall be the sum of Fifteen Million Four Hundred Thousand Dollars ($15,400,000) of which Eleven Million Dollars ($11,000,000) shall be for Purchased Assets related to the ICC System Assets and Four Million Four Hundred Thousand Dollars ($4,400,000) shall be for Purchased Assets related to the ICC-V System Assets. The Purchase Price shall be paid in the manner described in Section 3.2 below.
3.2 Time and Place of the Closings. The closing of the transactions contemplated by this Agreement shall take place at two separate closings, respectively, the “First Closing” and the “Second Closing”, each to occur as hereinafter set forth.
(a) The First Closing shall occur at such place and on such date and at such time as the parties mutually agree, but in no event later than June 30, 2002. On or before the First Closing, the Purchaser shall: (i) pay the Seller Five Million Dollars ($5,000,000) in cash, (ii) pay Seller Three Million Dollars ($3,000,000), on or before March 9, 2001, and (iii) pay Seller Three Million Dollars ($3,000,000) on or before June 30, 2002. After fulfillment of Purchaser’s obligation under (i) above, the Seller shall execute and deliver to Purchaser (i) a Xxxx of Sale, and (ii) such other endorsements, assignments and such other instruments of transfer and conveyance, in form and
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substance reasonably satisfactory to Purchaser, as shall be effective to vest in Purchaser as of the date of the First Closing good title, free and clear of any Claims, to the ICC System Assets and all other assets set forth in paragraphs 1.3 (a), (b), (c) and (d) related to the ICC System Assets. In addition, both parties shall execute and deliver such other ancillary documents contemplated by, or arising under, this Agreement as are necessary in order to effect the transfers contemplated for the First Closing.
(b) The Second Closing shall occur at such place and on such date and at such time as the parties mutually agree after the ICC-V system has been qualified for flight onboard Space Shuttle in accordance with the requirements identified in Article 6.2 (e) of this Agreement. Upon the Second Closing, Purchaser shall pay Seller Four Million Four Hundred Thousand Dollars ($4,400,000). Upon the Second Closing, Seller shall execute and deliver to Purchaser (i) a Xxxx of Sale and (ii) such other endorsements, assignments and such other instruments of transfer and conveyance, in form and substance reasonably satisfactory to Purchaser, as shall be effective to vest in the Purchaser as of the date of the Second Closing good title, free and clear of any Claims, to the ICC-V System Assets and all other assets set forth in sections 1.3 (a), (b), (c) and (d) related to the ICC-V System Assets. In addition, both parties shall execute and deliver such other ancillary documents contemplated by, or arising under, this Agreement as are necessary in order to effect the transfers contemplated for the Second Closing.
3.3 Transfer Taxes. All taxes upon, related to or arising out of the transactions contemplated by this Agreement, including, without limitation, transfer, registration, stamp, documentary, sales, use, excises, duties and similar taxes and specifically including all applicable Seller income or gains taxes, any penalties, interest and additions to tax, and court, registration and filing fees incurred in connection with this Agreement shall be the responsibility of and be timely paid by Seller. Seller and Purchaser shall cooperate in the timely making of all filings, returns, reports and forms as may be required in connection therewith.
ARTICLE 4
Representations and Warranties
4.1 Purchaser’s Representations and Warranties. Purchaser represents and warrants to Seller that:
(a) Purchaser is a corporation existing and in good standing under the laws of Germany.
(b) Purchaser has full power and authority to enter into and perform this Agreement and all documents and instruments to be executed by Purchaser pursuant to or in connection with this Agreement. The execution and delivery of this Agreement by Purchaser, and the performance by Purchaser of all of its obligations hereunder, have been duly authorized and approved prior to the date hereof by all necessary corporate action. This Agreement has been duly executed and delivered by the Purchaser and constitutes its legal, valid and binding agreement, enforceable against it in accordance
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with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally.
(c) No consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated by this Agreement.
(d) Neither the execution and delivery of this Agreement by Purchaser, nor the consummation by Purchaser of the transactions contemplated hereby, will conflict with or result in a breach of any of the terms, conditions or provisions of the constituent organizational and governing documents of Purchaser, or of any agreement or instrument to which Purchaser is a party or any of its properties is subject or bound or any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or governmental authority or of any arbitration award that is binding upon Purchaser.
(e) Purchaser has not dealt with any person or entity who is or may be entitled to a broker’s commission, finders fee, investment bankers fee or similar payment from Seller for arranging the transaction contemplated hereby or introducing the parties to each other.
4.2 Seller’s Representations and Warranties. Seller represents and warrants to Purchaser that:
(a) Seller has full power and authority to enter into and perform this Agreement and all documents, agreements and instruments to be executed by Seller pursuant to or in connection with this Agreement. The execution and delivery by Seller of this Agreement, and the performance by Seller of all of its obligations hereunder and thereunder, have been duly authorized and approved prior to the date hereof by all necessary corporate action. This Agreement has been duly executed and delivered by Seller and constitutes its legal, valid and binding agreement, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditor’s rights and remedies generally.
(b) Except for technology transfer regulations (see paragraph c below), no consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person or entity not furnished at or prior to Closing is required for the execution and delivery of this Agreement and the consummation by Seller of the transactions contemplated by this Agreement. Except as noted above, neither the execution and delivery by Seller of this Agreement, nor the consummation by Seller of the transactions contemplated hereby and thereby, will conflict with or result in a breach of any of the terms, conditions or provisions of the constituent organizational and governing documents of Seller, or of any agreement or instrument to which Seller is a party or any of its properties is subject or bound or any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or any
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governmental authority or of any arbitration award, in each case to which Seller is subject or by which Seller is bound, which conflict or breach could have a material adverse effect on the Seller’s ability to complete the transactions contemplated by this Agreement.
(c) Seller has the power and authority to transfer title to the ICC System and ICC-V System hardware and operating documentation as set forth in section 1 of the present purchase agreement. Seller shall have full power and authority and will transfer title to the ICC System and ICC-V System technical design data upon (i) receipt of the approvals of the U.S. Department of State and/ or Department of Commerce, if required, or (ii) availability of personnel and processes within Astrium NA which allow such transfer without approval.
(d) Seller has the power to sell free and clear of any Claims all Purchased Assets. Seller has or will have good title to Purchased Assets at the time of the closing related to such assets. All ICC System Assets and ICC-V System Assets are in good operating condition and repair, ordinary wear and tear excepted, in accordance with industry standards. The ICC System Assets are physically located in or about Seller’s place of business. The ICC-V System Assets will be physically located in or about Seller’s place of business at the time of the Second Closing.
(e) Seller warrants that there is no litigation or proceeding, in law or in equity, pending against Seller with respect to the Purchased Assets and there are no proceedings or governmental investigations before any commission or other administrative authority pending against or, to the best of the Seller’s knowledge, threatened against Seller with respect to the Purchased Assets.
(f) Seller has not dealt with any person or entity who is or may be entitled to a broker’s commission, finders fee, investment bankers fee or similar payment from Purchaser for arranging the transaction contemplated hereby or introducing the parties to each other.
(g) Seller owns all intellectual property that are incorporated in, used by or related to the ICC System Assets or the ICC-V System Assets. Seller is not and will not be, as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement, in breach of any license, sublicense or other agreement relating to intellectual property or the rights of third parties with regard to intellectual property. Purchaser’s use or lease to Seller or to third parties of the Purchased Assets will not infringe the intellectual property rights of any third party.
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ARTICLE 5
Conduct Prior to the Closings
5.1 Prohibitions. From the date hereof until the respective closing hereunder, without the prior written consent of Purchaser, Seller shall not:
(a) sell, transfer, or otherwise dispose of any of the Purchased Assets;
(b) take any action that would materially adversely affect the Purchased Assets.
5.2 Maintenance of Assets. From the date hereof until the respective closing hereunder, except as expressly contemplated or permitted by this Agreement or as otherwise consented to by Purchaser in writing, Seller shall:
(a) maintain the ICC System Assets and the ICC-V System Assets in good working repair, order and condition, in accordance with their standard maintenance policies, and in any event in at least as good repair, order and condition as on the date hereof (ordinary wear and tear excepted);
(b) neither (i) encumber, mortgage or subject to any lien any of the Purchased Assets; (ii) or do or omit to do any act which may cause a material breach of or default under any commitment or a material breach of any representation, warranty, covenant or agreement made herein by Seller;
ARTICLE 6
Conditions to Closing
6.1 Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions contemplated hereby are subject to the fulfillment of all of the following conditions on or prior to the respective closing date; upon the non fulfillment of any of which this Agreement may, at Seller’s option, be terminated pursuant to and with the effect set forth in Section 8.2:
(a) Each and every representation and warranty made by Purchaser shall have been true and correct in all material respects when made and shall be true and correct in all material respects as if originally made on and as of the respective closing date;
(b) All material obligations of Purchaser to be performed hereunder through, and including on, the respective closing date shall have been performed;
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(c) No action or proceeding before any court, government body, or other tribunal shall have been commenced (by a party other than Seller, or an Affiliate of Seller) wherein an unfavorable judgment, decree or order would (i) prevent the carrying out of this Agreement or any of the transactions contemplated hereby, (ii) declare unlawful any of the transactions contemplated by this Agreement, or (iii) cause any of such transactions to be rescinded. As used in this Agreement, the term “Affiliate” shall mean any person or entity which controls a party to this Agreement, which is controlled by a party to this Agreement, or which is under common control with that party;
(d) Seller shall have received or otherwise be satisfied with payment of the purchase price for the assets to be acquired at such closing;
6.2 Conditions to Purchaser’s Obligations. The obligation of Purchaser to consummate the transactions contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the respective closing date; upon the non fulfillment of any of which this Agreement may, at Purchaser’s option, be terminated pursuant to and with the effect set forth in Section 8.2:
(a) Each and every representation and warranty made by Seller shall have been true and correct in all material respects when made, and shall be true and correct in all material respects as if originally made on and as of the respective closing date;
(b) All material obligations of Seller to be performed hereunder through, and including on, the Closing Date shall have been performed;
(c) No action or proceeding before any court, government body, or other tribunal shall have been commenced or threatened (other than by an Affiliate of Purchaser) which seeks to (i) nullify, restrict or modify the rights and protections afforded Purchaser in this Agreement, (ii) prevent the carrying out of this Agreement or any of the transactions contemplated hereby, (iii) declare unlawful the transactions contemplated by this Agreement (iv) cause such transactions to be rescinded, or (v) materially affect the right of Purchaser to own, operate or control the purchased assets; and
(d) The Purchaser shall not be obligated to consummate the transactions contemplated by the Second Closing unless and until the ICC-V System Assets have been delivered by X.X. Xxxxxxx Rocket and Space Corporation Energia to Seller. Seller shall not give final acceptance except with the written concurrence of Purchaser or its nominee (appointed as provided in Section 1.2). For the purposes of this Agreement, final acceptance shall not occur unless Purchaser or its nominee concurs with Seller that the ICC-V System Assets meet all of the conditions of the ICC-V purchase contract. Purchaser or its nominee shall be allowed to be present at and participate in all acceptance testing and inspections related to the ICC-V System Assets.
(e) The Purchaser shall not be obligated to consummate the transactions contemplated by the Second Closing unless and until the ICC-V System
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Assets have been delivered by Seller as a flight qualified system. VCC qualification means that sufficient reviews, inspections, tests and analyses have been performed successfully to show that the VCC has met the requirements documented in the VCC Systems requirements specification (SHI-VCC-S1002) and that the VCC is qualified for use as described therein. Flight Qualification shall be documented by the completion and delivery, by Seller, and acceptance by Purchaser of the following products related to the VCC in its nominal configuration, i.e. as a vertical carrier utilizing 1 core section, 2 outer sections and left and right trunnion beam assemblies, for use as a Shuttle based un-pressurized cargo carrier.
Astrium Requirement |
Related Item from Transfer List |
SHI Deliverable Item (“Line Item” refers to | ||
Structure Verification Plan based on NASA NSTS 14046 or Russian equivalent (SSP 50094) | Structural verification plan | (Line item 314) | ||
Fracture Control Plan based on 1 NASA-STD-5003 or Russian equivalent (SSP 50094) | Fracture control plan | (Line item 324) | ||
Dynamic- and Strength-Analysis Technical Note including a Margin of Safety Summary Table | Structural strength analysis report Loads analysis | (Line item 318-319) | ||
Fracture Mechanics Analysis Technical Note including life limited items list | Fracture control plan | (Line item 324) | ||
Certification of the required nondestructive crack inspections of each selected hardware item | See comments | General statement included in passport or “Readiness for Customer Turnover” | ||
Thermal Analysis Technical Note | Thermal analysis report | (Line item 316) | ||
Bulk Data NASTRAN Finite Element Model used for strength analysis | See comments | SPACEHAB /ASI provided | ||
Bulk Data NASTRAN Finite Element Model correlated to the results of a modal survey test. Model quality requirements as defined by NASA NSTS 37329 |
Correlated Math Model | (Line item 335) |
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Xxxxxx Xxxxxxxx Test Reports | Static Test Plan Static Test Procedures Static test fixture drawings Static Test Report |
(Line items 326-329) | ||
Dynamic Test Reports including the Modal Survey Test Report | Modal Test Plan Modal Test Procedure Test fixture and simulators drawings Modal Test Report |
(Line items 331-334) | ||
Thermal Mathematical Model either validated by test or best engineering available | Thermal math model | (Line item 317) | ||
Assembly- and Parts- Drawings and Listings (Manufacturing Documents) | VCC1 Released Working Drawings (VCC) |
(Line item 340) | ||
Material and Material usage List according NASA Standards or Russian equivalent (SSP 50094). Translation of Russian material designation to US- and/or European aerospace-standards shall be provided. | Material Usage List Material Usage Agreement (MUA) (if required) |
(Line item 349-350) | ||
Handling - and Operational- Procedures | Operator’s Manual (VCC) Operator’s Manual (GSE) |
(Line item 347-348) | ||
Verification Control Document which contains the references for closure of the initial requirements | Certification of “Readiness for Customer Turnover” |
General certification that the system meets all the customer’s contractual requirements | ||
Applicable Safety Hazard Sheets | VCC1 XXX Xxxxx Edges Inspection Report (AKT) |
(Line item 339) | ||
“Passport” | VCC1 Passport (Formular) VCC3 Passport (Formular) |
(Line item 337) (Line item 342) |
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ARTICLE 7
Other Agreements
7.1 Further Assurances. The parties shall execute such further documents, and perform such further acts, as may be reasonably necessary to transfer and convey the Purchased Assets to Purchaser, on the terms herein contained, and to otherwise comply with the terms of this Agreement and consummate the transactions contemplated hereby.
7.2 Survival. The representations, warranties, covenants and agreements of the parties hereto contained in this Agreement or any agreement delivered in connection herewith shall survive each closing date for a period of one year from the date of said closing.
ARTICLE 8
Termination
8.1 Termination.
(a) This Agreement may be terminated with respect to the ICC System Assets at any time prior to First Closing date or with respect to the ICC-V System Assets at any time prior to the Second Closing date by mutual written agreement of Seller and Purchaser. This Agreement may be terminated with respect to the ICC System Assets by either party pursuant to the terms of Section 6.1 or 6.2 if the closing conditions are not met by the other Party by June 30, 2001. This Agreement may be terminated with respect to the ICC-V System Assets by either party pursuant to the terms of Section 6.1 or 6.2 if the closing conditions are not met by the other Party by January 31, 2003.
(b) If a Party intends to terminate this Agreement it shall do so by delivering a written notice to the other party, such termination to be effective on the fifth business day (the “Termination Date”) following the terminating party’s delivery of such notice. On the Termination Date, (i) Seller shall return the Cash Payment, plus interest thereon at an annualized rate of five percent (5%) applied for the period between the First Closing and the Termination Date, plus any amounts applied to the Future Astrium Claim prior to the Termination Date, and (ii) the balance remaining under the Astrium Work Credit shall be cancelled, with Seller being thereafter responsible for full payment of any invoices arising in respect of services rendered by Purchaser to Seller.
8.2 Effect of Termination and Abandonment. In the event of termination of the Agreement pursuant to this Article 8, written notice thereof shall as promptly as practicable be given to the other parties to this Agreement and this Agreement shall terminate and the transactions contemplated hereby not then completed shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) all further obligations of the parties shall terminate; and
(b) each party shall have available to it such remedies as may exist at law or in equity.
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ARTICLE 9
Miscellaneous
9.1 Publicity. Except as otherwise required by law, press releases concerning this transaction shall be made only with the prior approval of the Seller and Purchaser, which approval shall not be unreasonably withheld.
9.2 Notices. All notices required or permitted to be given hereunder shall be in writing and may be delivered by hand, by facsimile or by nationally recognized private courier. Notices delivered by hand, by facsimile or by nationally recognized private carrier shall be deemed given on the day of receipt. All notices, including any change in notice addresses shall be addressed as follows:
If to Seller:
Spacehab, Incorporated
000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000/ 4336
Attention: Xxxxx Xxxxxxxx
Facsimile: (000) 000 0000
with a copy to:
Xxxxx Xxxxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxx XX
Facsimile: (000) 000-0000
If to the Purchaser:
Astrium GmbH
Bremen, Germany
Attention: Xxxxxx Xxxx
Facsimile: 011-49-421-539-4137
with a copy to:
Xxxxxxx & Xxxxxxx, LLP
0000 X Xxxxxx, XX Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxx X. Xxxxxxx
Facsimile: (000) 000-0000
or, in each case, at such other address as may be specified in writing to the other party.
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9.3 Expenses. Unless otherwise expressly agreed to in Articles 1, 2, and 3 of the present agreement each of the Seller and the Purchaser will bear their respective costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.
9.4 Entire Agreement. This Agreement and the instruments to be delivered by the parties pursuant to the provisions hereof constitute the entire agreement between the parties. Each Exhibit and Schedule shall be considered incorporated into this Agreement.
9.5 Applicable Law. This Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal laws of the District of Columbia applicable to contracts made therein, without regard to rules of conflicts of law.
9.6 Binding Effect; Benefit. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto, and their successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto, and their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
9.7 Assignability. This Agreement shall not be assignable by either party without the prior written consent of the other party, except in the event of a reorganization, merger or acquisition of a party where the successor entity is reasonably deemed to be qualified to perform the duties and obligations of the original party under this Agreement.
9.8 Amendments. This Agreement shall not be modified or amended except pursuant to an instrument in writing executed and delivered on behalf of each of the parties hereto.
9.9 Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.
9.10 Bulk Sales Laws. The parties hereto hereby waive compliance with the provisions of any applicable bulk sales laws, including Article 6 of the Uniform Commercial Code as it may be in effect in any applicable jurisdiction.
9.11 Dispute Resolution. All disputes arising out of the interpretation or enforcement of this Agreement and not settled previously in an amicable manner shall be finally settled under the rules of conciliation and arbitration of the International Chamber of Commerce by a panel of three arbitrators appointed in accordance with said rule. The arbitration proceeding shall take place in London, England, or any such other location as the parties may mutually agree, and shall be conducted in the English language. The arbitration award shall be final and binding on the parties. A party may enter judgment upon the award in any court of appropriate jurisdiction upon application thereto.
9.12 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
ASTRIUM GmbH | ||
By: | /s/ DR. STEFAN-XXXXX XXXXX | |
Dr. Stefan-Xxxxx Xxxxx [V.P. Orbital Systems Infrastructure & Operations] | ||
By: | /s/ XX. XXXXXX XXXXX | |
Xx. Xxxxxx Xxxxx [Director of Finance, Control, Procurement & Commercial] | ||
SPACEHAB, INCORPORATED | ||
By: | /s/ XXXXXXX X. XXXXXXX | |
Xxxxxxx X. Xxxxxxx [President] |
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Schedule I to Asset Purchase Agreement
DESCRIPTION |
QTY/REF |
REF NUMBER | ||||||
1.0 ICC |
||||||||
1,1 |
FLIGHT HARDWARE | |||||||
UCP 1L | 1 | 000XX0000-0 | ||||||
UCP 2L | 1 | 000XX0000-0 | ||||||
UCP 3L | 1 | 000XX0000-0 | ||||||
Primary Flight Trunnions, including Bracketry & attachment hardware | 4 | 1264555 | ||||||
Secondary Flight Trunnions, including Bracketry & attachment hardware | 4 | 1264556 | ||||||
KYA 1 | 1 | 1264553 | ||||||
KYA 2 | 1 | 1264553 | ||||||
INTERFACE PLATE, STANDARD | 1 | SHI-ICC-D5002-001 | ||||||
INTERFACE PLATE ASSY, STANDARD | 16 | SHI-ICC-D5002-301 | ||||||
INTERFACE PLATE, GAS | 8 | SHI-ICC-D5003-001 | ||||||
SPACER | 44 | SHI-ICC-D5004-001 | ||||||
SPACER | 10 | SHI-ICC-D5004-002 | ||||||
BUSHING, INTERFACE PLATE | 122 | SHI-ICC-D5005-001 | ||||||
BUSHING, INTERFACE PLATE | 1 | SHI-ICC-D5005-002 | ||||||
BUSHING, INTERFACE PLATE | 10 | SHI-ICC-D5005-003 | ||||||
ASSEMBLY, EVAS ADAPTER, NHP | 24 | SHI-ICC-D5016-301 | ||||||
LABEL ASSY, SPACEHAB | 1 | SHI-ICC-D5019-701 | ||||||
ASSY, HANDRAIL ADAPTER | 42 | SHI-ICC-D5020-301 | ||||||
BUSHING, INNER, ECCENTRIC 3/8” | 4 | SHI-ICC-D5021-001 | ||||||
BUSHING, OUTER, ECCENTRIC 3/8” | 4 | SHI-ICC-D5021-002 | ||||||
INTERFACE PLATE, XXXXX | 5 | SHI-ICC-D5022-001 | ||||||
GANG CHANNEL, SHORT, UCP PHP | 109 | SHI-ICC-D5024-701 | ||||||
GANG CHANNEL, LONG, UCP PHP | 106 | SHI-ICC-D5024-702 | ||||||
ASSY, EVAS ADAPTER, PHP | 10 | SHI-ICC-D5025-301 | ||||||
ASSY, WIF AND HANDRAIL ADAPTER | 5 | SHI-ICC-D5026-301 |
15
UCP Spare Parts for UCP-1L, 2L, and 3L (PER EXISTING ASTRIUM H/W INVENTORY) | 1 | VARIOUS | ||||||
TITANIUM SECONDARY TRUNNION BRACKETS | 2 | |||||||
1,2 | FLIGHT SUPPORT EQUIPMENT (INCLUDES RELEVANT DOCUMENTATION) | |||||||
LCA FSE complete | 1 | 1274311 | ||||||
PFCS FSE complete | 1 | 9070417 | ||||||
PFCS alignment jig | 2 | |||||||
EAS FSE complete | 1 | 9070438 | ||||||
EAS alignment jig | 1 | |||||||
RU FSE complete | 1 | 1274337 | ||||||
ESP FSE complete | 1 | 1275227 | ||||||
MISSE/APC | 2 | 1283501 | ||||||
Strela TDK | 1 | |||||||
Connector bracket | 1 | 907-0447-503 | ||||||
Connector bracket | 1 | 907-0447-1 | ||||||
SOAR cable PWR | 1 | 9063751-1 | ||||||
SOAR cable data | 1 | 9063752-1 | ||||||
Screw 1230 | 50 | 1274115 | ||||||
SCAP | 1 | 1278427 | ||||||
SOAR FSE complete | 1 | 1274418 | ||||||
Connector bracket | 1 | 9063750-1-3 | ||||||
Connector bracket | 1 | 9063750-501-5 | ||||||
ISS5A.1 cable assembly | 1 | 9070411 | ||||||
PFAP HARDWARE | ||||||||
1,3 | GSE AND MISCELLANEOUS HARDWARE | |||||||
GSE Trunnions (Astrium made) | 4 | 1274578 | ||||||
GSE Trunnions (RSC Energia made) | 4 | |||||||
GSE T-BAR | 4 | SHI-ICC D7002-001 | ||||||
ASSEMBLY, POSITIONING TOOL, NHP EVAS ADAPTER | 2 | SHI-ICC-D8003-001 | ||||||
UCP Transportation Container (Blue Frame) | 1 | 9060888 | ||||||
SPACER, BLUE FRAME GSE | 4 | SHI-ICC-D8008-701 | ||||||
Red UCP Plates (GSE) | 60 | |||||||
Rotator | 1 |
16
XXXX | 2 | 1264579 | ||||||||
Yellow Beam | 1 | |||||||||
UCP hoisting device | 1 | |||||||||
Coffee Table short | 4 | SH-99-001 | ||||||||
Coffee Table high | 4 | SHI-ICC-D8005 | ||||||||
Dolley heavy duty | 12 | McMaster 2764T2 | ||||||||
Dolley (plastic) | 8 | McMaster 24385T3 | ||||||||
Step ladder tall | 1 | 8112T7 | ||||||||
Step ladder medium | 1 | 8112T5 | ||||||||
Step ladder small | 2 | 8112T4 | ||||||||
Step ladder very small | 2 | 00000X00 | ||||||||
Xxxxxxxxxxxx | 2 | 8079T14 | ||||||||
Air pads | 12 | |||||||||
Shelves | 10 | |||||||||
Cabinets | 9 | |||||||||
Chemical cabinets | 3 | |||||||||
KYA Test Stand | 1 | 1264300 | ||||||||
KYA Transport Container | 1 | |||||||||
KYA Hoisting Device including Pulley | 1 | |||||||||
Modal Survey Payload Test Dummies | 5 | |||||||||
NBL MOCKUPS | 1 | |||||||||
STIPL DRILL TEMPLATE/FIXTURE | 1 | |||||||||
PHP DRILL TEMPLATE | 1 | |||||||||
GFE PRLA USED ON BLUE FRAME TRANSPORTER | ||||||||||
1,3 | DOCUMENTATION | |||||||||
1.3.1 | ORIGINAL DOCUMENTATION | |||||||||
1.3.1.1 | UCP | |||||||||
UCP 1L ADP |
1 | |||||||||
UCP 1L PASSPORT |
1 | |||||||||
UCP 1L ACCEPTANCE REPORT |
1 | |||||||||
UCP 2L ADP |
||||||||||
UCP 2L PASSPORT |
1 | |||||||||
UCP 2L ACCEPTANCE REPORT |
17
UCP 3L ADP |
||||
UCP 3L PASSPORT |
1 | |||
UCP 2L ACCEPTANCE REPORT |
||||
CAD MODEL(S) |
1 | |||
STRUCTURAL MODEL(S) |
1 | |||
STRUCTURAL ANALYSIS |
1 | |||
FRACTURE ANALYSIS |
1 | |||
THERMAL PROPERTIES |
||||
INSPECTION RECORDS |
||||
CERTIFICATIONS |
||||
Correlated ICC (KYA & UCP) data |
||||
NASTRAN bulk data files and matrices |
A/R | |||
Correlation Report |
1 | |||
Frequent Flyer Program Results |
||||
NASTRAN bulk data files and matrices including pseudo-payloads |
||||
Report |
||||
Results from UCP local load carrying capability increase |
||||
Test report |
||||
Evalution |
||||
1.3.1.2 ICC |
||||
Integrated Cargo Carrier (ICC) Payload Standard Interface Definition Document (SIDD) |
1 | SHI-ICC-M0001 | ||
Structural Loads Data Book |
1 | |||
Acceptance Report for Unpressurized Cargo Pallet (UCP 1L) |
1 | SHI-ICC-R1004 | ||
Cargo Interface Control Agreement between the Integrated Cargo Carrier (ICC) and the Payload Working Platform (PWP) |
1 | SHI-ICC-S1011 | ||
Cargo Interface Control Agreement between the Integrated Cargo Carrier (ICC) and the Service Module Debris Panels (SMDP_ |
1 | SHI-ICC-S1012 | ||
External Stowage Platform 2 (ESP2) Power Video Grapple Fixture (PVGF) Tower Mockup Project Overview |
1 | SHI-NICC-S1000 | ||
GAS Interface Plate Static Loads Test Plan |
1 | SHI-ICC-L0009 | ||
Handrail Adapter Assembly, SHI-ICC-D5020-301 SHI-ICC-D5020-301, S/N 1025-1042 Acceptance Data Packaqe |
1 | SHI-ICC-K0007 | ||
Integrated Cargo Carrier (ICC) Payload Standard Interface Definition Document (SIDD) |
1 | SHI-ICC-M0001 | ||
Interface Plate Bushings, SHI-ICC-D5005-001 Acceptance Data Packaqe |
1 | SHI-ICC-K0004 | ||
Node Hole Pattern. EVAS Adapter, SHI-ICC-D5006-701 Acceptance Data Package |
1 | SHI-ICC-K0005 |
18
Node Hole Pattern, EVAS Adapter Assembly SHI-ICC-D5016-301 Acceptance Data Package |
1 | SHI-ICC-K0006 | ||
Perimeter Hole Pattern, EVAS Adapter Assembly SHI-ICC-D5025-301, S/N 1001-1010 Acceptance Data Package |
1 | SHI-ICC-K0008 | ||
PFCS KAAN Thermal Shroud Structural Analysis Report |
1 | SHI-ICC-R1010 | ||
Pre-Delivery Acceptance (PDA) Test Procedure for the Pump and Flow Control Subassembly (PFCS) KAAN Thermal Shroud |
1 | SHI-ICC-R1009 | ||
Pump Flow Control Subassembly (PFCS) Multi-Layer Insulation (MLI) Thermal Shroud Assembly Phase III Safety Data Package |
1 | SHI-ICC-R1008 | ||
Pump Flow Control Subasssembly (PFCS) Multi-Layer Insulation (MLI) Thermal Shroud Assembly Failure Modes and Effects Analysis (FMEA) / Critical Items List (CIL) |
1 | SHI-ICC-R1011 | ||
XXXXX Interface Plate Static Loads Test Plan |
1 | SHI-ICC-L0010 | ||
Specification of Requirements for Ammonia Servicing Ground Support Equipment (AS GSE) to be used in ICC Payload Tanking Operations |
1 | SHI-ICCOP-S0001 | ||
Standard Interface Plates, SHI-ICC-D5002-301, S/N 1004-1018 Acceptance Data Package |
1 | SHI-ICC-K0003 | ||
STIPL Static Loads Test Plan |
1 | SHI-ICC-L0008 | ||
STIPL-Lite Static Loads Test Plan |
1 | SHI-ICC-L0011 | ||
Structural Integrity Verification Plan for the Integrated Cargo Carrier Mission Support Equipment |
1 | SHI-ICC-L0001 | ||
STS-105/ISS 7A.1 Integrated Cargo Carrier (ICC) Mission Requirements and Allocations Document |
1 | SHI-ICC-S1008 | ||
STS-96 Materials Identification & Usage List for the Integrated Cargo Carrier Mission Support Equipment |
1 | SHI-ICC-L0002 | ||
WIF & Handrail Adapter Assembly, SHI-ICC-D5026 S/N 1001 - 1005, Acceptance Data Package |
1 | SHI-ICC-K0009 | ||
Work Instruction for the Unpressurized Cargo Pallet Plate Tooling Fixture and Drill Template |
1 | SHI-ICC-W0001 | ||
ICC I&O List of Applicable Documents |
2A.1 | ICC-RIHOU-LI-0001 | ||
ICC I&O ICA Status List for STS-102 / 5A.1 |
5A.1 | ICC-RIHOU-LI-0002 | ||
External Stowage Platform 2 (ESP-2) Electrical, Electronic and Electromechanical (EEE) Parts List |
ESP-2 | ICC-RIHOU-LI-0003 | ||
ICC-RIBRE-LI-0010, Declared Materials, Mechanical Parts and Processes List for SOAR Flight Support Equipment & Connector Bracket on ICC Payload/STS-101 |
2A.2a | ICC-RIHOU-99-R249/RI | ||
ICC-RIBRE-LI-0005, Keel Yoke Assembly Potentially Fracture Critical Items List |
ICC-RIHOU-00-R118/RI |
19
ICC-RIBRE-LI-0009, Keel Yoke Assembly Fracture Critical Item List |
ICC-RIBRE-00-R119/RI | |||
PLANS |
||||
Configuration Management Plan for ICC Integration & Operations |
All | ICC-RIHOU-PL-0001 | ||
ICC Mission Training Plan |
2A.2a | ICC-RIHOU-PL-0002 | ||
ICC Configuration Plan ICC Mission Training Plan |
5A.1 | ICC-RIHOU-PL-0003 | ||
STS-106/2A.2b ICC Mission Training Support Plan |
106/ 2A.2b |
ICC-RIHOU-PL-0004 | ||
STS-105/7A.1 ICC Mission Training Support Plan |
7A.1 | ICC-RIHOU-PL-0005 | ||
ICC STS-96/2A.1 Post Flight Report |
2A.1 | XXX-XXXXX-XX-0000 | ||
XXX-XXXXX-XXX-000/XXX-XXXXX-XX-0000 Interface Management Plan for ICC Integration & Operations |
ICC-RIHOU-99-R250/RI | |||
ICC-RIBRE-PL-0012, ICC Program Mission Integration and Operations Management Plan |
ICC-RIHOU-00-R115/RI | |||
ICC-RIBRE-PL-0009, ICC Integration and Operations Product Assurance and Safety Plan |
ICC-RIHOU-00-R116/RI | |||
ICC-RIBRE-PL-0010, ICC Integration Site Safety and Health Plan |
ICC-RIHOU-00-R117/RI | |||
ASTRIUM - DATA CARRIERS (DC) (i.e. CD-ROMs) |
||||
STS-101/2A.2a ICC Photos (DASA/Astrium File Copy) |
2A.2a | ICC-RIHOU-DC-0001 | ||
STS-101/2A.2a ICC Photos (SPACEHAB Copy, delivered under memo Ref: ICC-RIHOU-00-100, dated 7/6/00) |
2A.2a | ICC-RIHOU-DC 0002 | ||
STS-106/2A.2b ICC Photos (Astrium File Copy) |
2A.2b | ICC-RIHOU-DC-0003 | ||
STS-106/2A.2b ICC Photos (SPACEHAB Copy, to be delivered under memo Ref: ICC-RIHOU-00-TBD, dated TBD) |
2A.2b | ICC-RIHOU-DC 0004 | ||
PROCEDURES |
||||
ICC-RIHOU-PR-0001 | ||||
KYA Handling & Orbiter Installation Procedure |
2A.2a | ICC-RIKSC-PR-001 | ||
KYA Removal & Handling Procedure |
2A.2a | ICC-RIKSC-PR-002 | ||
UCP Handling & Installation Procedure |
2A.2a | ICC-RIKSC-PR-003 | ||
ICC Mission 2A.2a/Connector Mating & Close-Out Procedure |
2A.2a | ICC-RIKSC-PR-005 | ||
REPORTS |
||||
STS-96 Design Coupled Loads Analysis – Cycle 1 |
2A.1 | ICC-RIHOU-RP-0001 | ||
ICC 2A.1 Mass properties |
2A.1 | ICC-RIHOU-RP-0002 | ||
Structural Analysis for MICC, FSE and Cargo Attach Fasteners Bolt Analysis: Reference ICC-RIHOU-RP-0003 [Located in MSE & Cargo Fasteners Binder |
2A.1 | ICC-RIHOU-RP-0003 | ||
ICC Mass Verification Summary Report |
2A.1 | ICC-RIHOU-RP-0004 |
20
2A.1 VLA-2 Transient & Quasi-Static Recoveries for ICC |
2A.1 | ICC-RIHOU-RP-0005 | ||
STS-101/2A.2 ICC Mass Verification Summary Report |
2A.2a | ICC-RIHOU-RP-0006 | ||
ICC-RIBRE-RP-0006, Payload Hazard Report, ICC Unsafe Configuration for Orbiter Return, Phase ll/lll, Loss Orbiter Entry Capability |
2A.2 | Payload Hazard Report | ||
Post Mission Report |
2A.1 | ICC-RIHOU-RP-0007 | ||
Pre-Test Analysis & Correlation of the Unpressurized Cargo Pallet (UCP) to the RSC-E Modal Test |
Generic | ICC-RIHOU-RP-0008 | ||
(Ref: ICC-RIHOU-99-R195/TM-SA-99-019 Memo w/enclosure) Loads Data Book for STS-101 Verification Loads Analysis (VLA) Report |
2A.2a | ICC-RIHOU-RP-0009 | ||
ICC-RIBRE-RP-0009, Integrated Cargo Carrier Mission 5a. 1 Flight Safety Data Package Phase ll/lll |
5A.1 | ICC-RIBRE-RP-0009 | ||
INTERNAL STS-106/2A.2b ICC Mass Verification Summary Report |
2A.2b | ICC-RIHOU-RP-0010 | ||
STS-101/2A.2a Post Flight Mission Report |
2A.2a | ICC-RIHOU-RP-0011 | ||
STS-102/5A.1 ICC Verification Closure Tracking Report |
5A.1 | ICC-RIHOU-RP-0012 | ||
STS-106/2A.2b ICC Mass Verification Summary Report |
2A.2b | ICC-RIHOU-RP-0013 | ||
Reflight Safety Assessment for STS-106 (Mission 2A.2b) [See Generic Binder # 13] |
2A.2b | ICC-RIBRE-RP-0012 | ||
Ground Safety Assessment for STS-106 (Mission 2A.2b) [See Generic Binder # 13] |
2A.2b | ICC-RIBRE-RP-0013 | ||
ICC Mission 2A.2 Ground Safety Data Package Phase III (ICC-RIBRE-RP-0008, Issue 1, Rev. B, Dated 11/17/99) |
2A.2a | ICC-RIHOU-99-335 | ||
STS-106/2a.2b Post Flight Mission Report |
2A.2b | ICC-RIHOU-RP-0014 | ||
STS-102/5A.1 ICC Mass Verification Summary Report |
5A.1 | ICC-RIHOU-RP-0015 | ||
STS-102/5A.1 IC No EAS Mass Verification Summary Report |
5A.1 | ICC-RIHOU-RP-0016 | ||
REQUIREMENTS |
||||
Mission Requirements & Allocations Document (MRAD) for STS-101/2A.2a |
2A.2a | ICC-RIHOU-RQ-0001 | ||
Mission Requirements & Allocations Document (MRAD) for STS-102/5A.1 |
5A.1 | ICC-RIHOU-RQ-0002 | ||
ICC Cargo customer Questionnaire (Generic) |
All | ICC-RIHOU-RQ-0003 | ||
Mission Requirements & Allocations Document (MRAD) for STS-106/2A.2b [See Generic Binder # 14] |
2A.2b | ICC-RIHOU-RQ-0004 | ||
Mission Requirements & Allocations Document (MRAD) for STS-106/2A.2b [See Generic Binder # 14] |
2A.2b | ICC-RIHOU-RQ-0004 | ||
Mission Requirements & Allocations Document (MRAD) for STS-106/2A.2b [See Generic Binder # 14] |
2A.2b | ICC-RIHOU-RQ-0004 | ||
ICC/Cargo Element Interface & Safety Verification Requirements & System Verification Requirements |
5A.1 | ICC-RIHOU-RQ-0005 | ||
TECHNICAL NOTES |
||||
ICC-RIBRE-TN-0003, Structural/Dynamic Analysis Report |
ICC/RIBRE-TN-0003 |
21
ICC-RIBRE-TN-0029, LCA, ESP, RU FSE Mass Properties |
ICC-RIBRE-TN-0029 | |||||||||
ICC-RIBRE-TN-0014, ICC - Keel Yoke Structure Fracture Mechanics Analysis |
ICC-RIBRE-TN-0014 | |||||||||
ICC Fracture Control Summary Report for STS-96/2A.1 |
2A.1 | ICC-RIBRE-TN-0018 | ||||||||
ICC-RIBRE-TN-0023, ICC Thermal Worst Case Analysis for STS-101/2A.2 |
2A.2a | ICC-RIBRE-TN-0023 | ||||||||
ICC-RIBRE-TN-0027, ICC Thermal Worst Case Analysis for STS-102/5A.1 |
5A.1 | ICC-RIBRE-TN-0027 | ||||||||
Fatigue Spectra for ICC - Cargo Items & FSE w/Mass m= 50kg up to 1815 kg |
ICC-RIBRE-TN-0028 | |||||||||
ICC-RIBRE-TN-0030, Sensitivity Analysis of Non Corrolated FEM for Strela Components on 2A.2 |
2A.2a | ICC-RIBRE-TN-0030 | ||||||||
ICC-TN-RIBRE-0031, No Strela Sensitivity Analysis |
ICC-RIBRE-TN-0031 | |||||||||
ICC-RIBRE-TN-0032, 5A.1 Contingency Landing Sensitivity Analysis |
5A.1 | ICC-RIBRE-TN-0032 | ||||||||
ICC-RIBRE-TN-0033, SOAR FSE Structural Analysis |
2A.2a | ICC-RIBRE-TN-0033 | ||||||||
ICC-RIBRE-TN-0033, SOAR FSE Structural Analysis |
2A.2a | ICC-RIBRE-TN-0033 | ||||||||
ICC-RIBRE-TN-0034, 5A.1 Sensitivity Analysis for Low Stiffness Delivery of LCA & RU |
5A.1 | ICC-RIBRE-TN-0034 | ||||||||
ICC-RIBRE-TN-0035, ICC 2A.2 SOAR FSE Fracture Mechanics Analysis |
2A.2a | ICC-RIBRE-TN-0035 | ||||||||
ICC-TN-RIBRE-0037, Dynamic and Static Analysis of the ICC Mission 5A.1 Payload Flight Support Engineering |
5A.1 | ICC-RIBRE-TN-0037 | ||||||||
ICC-RIBRE-TN-0038, ICC Fracture Control Summary Report for STS-101/2A.2a |
2A.2a | ICC-RIBRE-RN-0038 | ||||||||
ICC-RIBRE-TN-0040, ICC Fracture Control Summary Report for STS-106/2a.2b |
2A.2b | ICC-RIBRE-TN-0040 | ||||||||
ICC-RIBRE-TN-0042, ICC Hoistin Beam Specification {Generic} |
Generic | ICC-RIBRE-TN-0042 | ||||||||
ICC-RIBRE-TN-0045, ICC - 5A.1 FSE Fracture Mechanics Analysis |
5A.1 | ICC-RIBRE-TN-0045 | ||||||||
ICC-RIBRE-TN-0047, ICC Fracture Control Summary Report for STS-102/5A.1 |
5A.1 | ICC-RIBRE-TN-0047 | ||||||||
Structural Design Criteria & Dimensioning Loads for ICC Cargo of Mission 5A.1 |
5A.1 | ICC-RIHOU-TN-0001 | ||||||||
STS-101 PVLR Loads Report for the ICC |
2A.2a | ICC-RIHOU-TN-0002 | ||||||||
ICC Generic Hardware Database for Keel Yoke Assembly & Unpressurized Cargo Pallets [Draft] |
Generic | ICC-RIHOU-TN-0003 | ||||||||
ICC Generic Hardware Database for Flight Support Equipment [Draft] |
Generic | ICC-RIHOU-TN-0004 | ||||||||
STS-106/2A.2b Payload Compliment Assessment |
2A.2b | ICC-RIHOU-TN-0005 | ||||||||
STS-102/5A.1 Crew Bench Review/ Crew Interface Activities/ Crew Walkdown |
5A.1 | ICC-RIHOU-TN-0006 | ||||||||
STS-102/5A.1 Preflight Imagery Plan |
5A.1 | ICC-RIHOU-TN-0007 | ||||||||
External Stowage Platform 2 (ESP-2) Electrical Design and Analysis |
ESP-2 | ICC-RIHOU-TN-0008 | ||||||||
1.3.1.3 | KYA | |||||||||
KYA1 ADP |
1 | |||||||||
KYA2 ADP |
1 | |||||||||
1.3.1.4 | PFAP |
22
End Item Specification |
X | |||||
Verification Matrix |
X | |||||
Schedule |
X | |||||
ICDs/ICAs |
X | |||||
RIDs from PDR/IDR |
X | |||||
Results of Safety Review |
X | |||||
Flight drawings (releasable) |
X | |||||
Parts List |
X | |||||
EVA layout |
X | |||||
Mass Properties report |
X | |||||
Bonding Diagram |
X | |||||
RIDs from PDR/IDR |
X | |||||
SIVP (final) |
X | |||||
Stress Analysis |
X | |||||
Fatigue Analysis |
X | |||||
Loads Report |
X | |||||
Loads Model |
X | |||||
Fracture Control Plan (final) |
X | |||||
Fracture Analysis |
X | |||||
Test Plans and Procedures (draft) |
X | |||||
RIDs from PDR/IDR |
X | |||||
Thermal Report |
X | |||||
Thermal Model |
X | |||||
FMEA/CIL |
X | |||||
MIUL |
X | |||||
1.3.2 GENERIC ICC PROGRAM DOCUMENTATION |
||||||
ROBUST CONFIGURATION (REPORT) |
X | |||||
GENERIC ICC PROGRAM 3 PHASE SUMMARY |
X | |||||
PLATE TESTING |
||||||
TEST PLANS/REPORT |
X | |||||
CORRELATED MATH MODEL(S) |
X | |||||
XXXXX 0X |
||||||
TEST PLAN |
X |
23
RSC-E TEST REPORT |
X | |||||
UCP CAPABILITY DOCUMENT |
X | ASI-00002 | ||||
PHASE 1B |
||||||
TEST PLAN |
X | |||||
RSC-E TEST REPORT |
X | |||||
UCP CAPABILITY DOCUMENT (UPDATE) |
X | ASI-00002 | ||||
2.0 VCC |
||||||
2,1 FLIGHT HARDWARE |
||||||
VCC1 Flight Xxxx |
0 | 000XX.0000 | ||||
XXX XXX Unit (Refinished VCC2) |
1 | 397GK.1000 | ||||
VCC3 Flight Unit |
1 | 397GK.1000 | ||||
Flight Spare Parts Kit |
2 | ZIP | ||||
INSERT (NHP) |
2 | 381GK.1000-128 | ||||
INSERT (LONGERON TRUNNION BRACKET) |
2 | 381GK.1000-129 | ||||
BOLT (SECTION INTERFACE) |
5 | 397GK.0000-501 | ||||
ANGULAR PIN (SECTION INTERFACE) |
2 | 397GK.2000-132 | ||||
PIN (SECTION INTERFACE) |
5 | 397GK.2000-133 | ||||
BOLT (TRUNNION BRACKET ATTACHMENT) |
5 | 397GK.0000-502 | ||||
WASHER (SECTION INTERFACE) |
5 | 397GK.0000-505 | ||||
KEEL FITTING ATTACHMENT |
2 | SCREW M12 X 1.5 | ||||
KEEL FITTING ATTACHMENT |
2 | WASHER A12 | ||||
SCUFF PLATE ATTACHMENT SCREW M10-6e X 24.26.011 |
2 | |||||
PIN (KEEL FITTING ATTACHMENT) |
2 | 397GK.3000-405 | ||||
BOLT (KEEL FITTING ATTACHMENT) |
2 | 397GK.3000-305 | ||||
2,2 FLIGHT SUPPORT EQUIPMENT |
N/A | |||||
2,3 GSE AND MISCELLANEOUS HARDWARE |
||||||
Unique Test Hardware |
A/R* | |||||
VCC2 Spare Parts Kit |
1 | |||||
Special tools for re-assembly |
1 | |||||
GSE Kit (Stabilizing beam for outer section) |
3 | |||||
Special Fixtures for re-assembly |
1 | |||||
Re-useable Shipping Container Sets |
3 |
24
* Quantity to be determined by mutual agreement. |
||||||
2,3 DOCUMENTATION |
||||||
VCC System Requirements Specification (SRS) Rev 0 |
X | SHI-VCC-S1003 | ||||
Design Coupled Loads Results ** |
X | N/A | ||||
Shuttle Thermal Analysis |
X | SHI-VCC-XXXX | ||||
LOADS DATA BOOK (APPENDIX X OF SHI-VCC-S1002) |
X | |||||
Mass properties report |
X | |||||
Structural verification plan |
X | (Line Item 314) | ||||
Thermal analysis |
||||||
Report |
X | (Line Item 316) | ||||
Model |
X | (Line Item 317) | ||||
Structural strength analysis report |
X | (Line Item 318) | ||||
Loads analysis |
||||||
Report |
X | (Line Item 319) | ||||
Loads model |
X | |||||
Drawing Package |
X | |||||
VCC Section interchangeability verification plan (INC W/STRUCTURAL VERIFICATION PLAN) |
X | |||||
Fracture control plan |
X | (Line Item 324) | ||||
Static Test |
||||||
Static Test Plan |
X | (Line Item 326) | ||||
Static Test Procedures |
X | (Line Item 327) | ||||
Static test fixture drawings |
X | (Line Item 328) | ||||
Static Test Report |
X | (Line Item 329) | ||||
Modal Test |
||||||
Modal Test Plan |
X | (Line Item 331) | ||||
Modal Test Procedure |
X | (Line Item 332) | ||||
Test fixture and simulators drawings |
X | (Line Item 333) | ||||
Modal Test Report |
X | (Line Item 334) | ||||
Correlated Math Model |
X | (Line Item 335) | ||||
Requirements Compliance Matrix |
X | |||||
VCC1 Passport (Formular) |
X | (Line Item 337) | ||||
VCC1 Non-Conformance Report |
X | |||||
VCC1 XXX Xxxxx Edges Inspection Report (AKT) |
X | (Line Item 339) |
25
VCC1 Released Working Drawings (VCC) |
X | (Line Item 340) | ||
VCC1 Released Working Drawings (GSE) |
X | |||
VCC3 Passport (Formular) |
X | (Line Item 342) | ||
VCC3 Non-Conformance Report |
X | |||
VCC3 XXX Xxxxx Edges Inspection Report (AKT) |
X | |||
VCC3 Released Working Drawings (VCC) |
X | |||
VCC3 Released Working Drawings (GSE) |
X | |||
Operator’s Manual (VCC) |
X | (Line Item 347) | ||
Operator’s Manual (GSE) |
X | (Line Item 348) | ||
Material Usage List |
X | (Line Item 349) | ||
Material Usage Agreement (MUA) (if required) |
X | (Line Item 350) | ||
Bulk Data NASTRAN Finite Element Model |
X |
26