[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED.
AMENDED SUPPLY AGREEMENT
THIS AMENDED AND RESTATED SUPPLY AGREEMENT is effective as of May 12, 2008 (the “Effective
Date”) by and between ENDWAVE CORPORATION (“ Buyer ”) and NORTHROP GRUMMAN SPACE &
MISSION SYSTEMS CORP. , acting through its Space Technology sector (“ NGST ”).
WHEREAS , Endwave and NGST entered into a Supply Agreement with an effective date of June 30, 2006,
which is being amended and superseded by this Amended and Restated Supply Agreement as of the Effective
WHEREAS , Buyer desires to purchase and NGST desires to provide, the Products as specified in Exhibit A
to this Agreement and the parties desire to define the terms and conditions under which the same will be
NOW, THEREFORE , in consideration of the foregoing, and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
Definitions and Priority
1.1 Definitions: The following words and phrases shall have the meanings set forth below:
This Supply Agreement between NGST and Buyer including the following Exhibits,
attached hereto and made a part hereof:
Exhibit A: List of Products and Services
Exhibit B: List of Deliverables, Quantity Commitments, and Buyer’s Site
Exhibit C: Buffer Inventory
Exhibit D: (Document [*])
Buffer Inventory: Defined in Section 5.5.
Defined in Section 4.1.
Delivery Date(s): The date on which a Product leaves the NGST Plant.
Each of the factories or establishments of NGST and its suppliers located in the