Exhibit 10.20
 [ * ] = 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 Endwave Corporation Buyer Northrop Grumman
Space & Mission Systems Corp. NGST
 Whereas
 Whereas
 Now, Therefore
 ARTICLE 1
Definitions and Priority
 1.1 Definitions:
 Agreement:
    
    This Supply Agreement between NGST and Buyer including the following
Exhibits, attached hereto and made a part hereof:Exhibit A:
    
    List of Products and ServicesExhibit B:
    
    List of Deliverables, Quantity Commitments, and
Buyers SiteExhibit C:
    
    Buffer InventoryExhibit D:
    
    (Document [*])Buffer Inventory:
    
    Defined in Section 5.5.Contract Price:
    
    Defined in Section 4.1.Delivery Date(s):
    
    The date on which a Product leaves the NGST Plant.NGST Plant:
    
    Each of the factories or establishments of NGST and its
suppliers located in the United States.Products:
    
    The products and services described in Exhibit A to be supplied by NGST.




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Site:
    
    Buyers facility or other location identified in Exhibit B as
the destination to which transportation is to be arranged for deliverable
items.Term:
    
    Defined in Article 3.
 1.2 Priority:
 ARTICLE 2
Subject Matter of Supply; Requirements; Use of Products
 2.1 Supply:
 2.2 Use of Products:
 ARTICLE 3
Effective Date and Term
 Term
 ARTICLE 4
Contract Price, Taxes
Transportation, Expenses and Charges
 4.1 Price: Contract Price
 4.2 Taxes:
 [ * ] = 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.




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4.3 Transportation Expenses:
 ARTICLE 5
Orders, Forecasts, and Buffer Inventory
 5.1 Orders: Order
 5.2 Acceptance of Orders:
   5.3 Forecast Orders:
 [ * ] = 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.




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5.4 Forecast Delivery:
 5.4.1 Shipping Process:
 5.4.2 Changes:
 5.5 Establishment and Use of Buffer Inventory: Buffer
Inventory
 [ * ] = 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.




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5.6 Purchase of Buffer Inventory:
 ARTICLE 6
Payment
  
 ARTICLE 7
Shipment, Title, and Risk of Loss; Export of Products
 7.1 Delivery of Products:
 7.2 Protection and Packing of the Products:
 7.3 Risk of Loss and Title:
 7.4 Shipping Documents:
 [ * ] = 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.




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7.5 Export of Products:
 7.6 Acceptance of Products:
 ARTICLE 8
Warranty
 8.1 Warranty:
 (a)
 (b)
 8.1.1 Return on Shipped Products:
 [ * ] = 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.




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8.1.2 RMA Procedure:
 8.2 Exclusion:
 ARTICLE 9
Delays
 9.1 Force Majeure:
 [ * ] = 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.




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9.2 NGST Delays:
 ARTICLE 10
Transfers and Assignments
 10.1 Transfer:
 10.2 Release of Obligations:
 ARTICLE 11
Default
 11.1 Event of Default:
 (a)
 (b)
 [ * ] = 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.




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11.2 Remedies Available for Default:
 ARTICLE 12
Limitation of Liability; Damages
 12.1 Limitation of Liability:
 12.2 Damages:
 ARTICLE 13
Notices
 :
 If to NGST:
    
    Northrop Grumman Space TechnologyMicroelectronics Products & Services (MPS)One Space Park Drive, D1-1024Redondo Beach, California 90278Attention: ContractsPhone:       (310) 812-2789FAX:         (310) 812-7011
 [ * ] = 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.




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If to Buyer:
    
    Endwave Corporation130 Baytech Dr.San Jose, CA 95134Attention: James R. CrossenPhone:       (408) 522-3177Fax:           (408) 522-3181jim.crossen@endwave.com
 ARTICLE 14
Contract Change Procedure
 14.1 Changes: :
 14.2 Contract Changes:
 14.3 Contract Chance Notice: CCN
 14.4 Exception:
 ARTICLE 15
Intellectual Property
 15.1 Proprietary Information:
 (a)
 (b)
 15.2 Nondisclosure:
 [ * ] = 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.




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(a)
 (b)
 (c)
 (d)
 (e)
 (f)
 (g)
  15.3 Marking:
 
  [ * ] = 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.




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15.4 Compensation:
 15.5 Survival:
 15.6 Ownership of Masksets: Masksets
 15.7 Ownership of MIMIC Designs: MMIC
 ARTICLE 16
Indemnification
 16.1 Indemnification by NGST:
 [ * ] = 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.




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(a)
 (b)
 (c)
 (d)
  1.
 2.
 3.
  16.2 Indemnification by Buyer:
 ARTICLE 17
Miscellaneous
 17.1 Headings:
 17.2 Remedies:
 [ * ] = 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.




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17.3 Modification and Waiver:
 17.4 Entire Agreement:
 17.5 Severability:
 17.6 Controlling Law:
 17.7 Successors and Assigns:
 17.8 Counterparts:
 17.9 Language:
 17.10 Negotiated Terms:
 17.11 Disputes:
 [ * ] = 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.




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In Witness Whereof
 ENDWAVE CORPORATIONBy:
    /s/ [*]NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP.
Northrop Grumman Space TechnologyBy:
    /s/ [*] [ * ] = 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.




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EXHIBIT A
 PRODUCTS AND PRICING
 1. Products
 [*]APPROVED:Endwave Corporation
    
    
    
    Northrop Grumman Space &
Mission Systems Corp., Space Technology/s/ [*]
    
    
    
    /s/ [*]Date
    
    
    
    Date
 2. Optional Products.
 3. Engineering Support. .
 [ * ] = 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.




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EXHIBIT A-1
PRODUCTS AND PRICING
INTERIM FIXED WAFER PRICING
 [*]APPROVED:
    
    
    
    APPROVED:Endwave Corporation
    
    
    
    NGST/s/ [*]
    
    
    
    /s/ [*]Date
    
    
    
    Date
 [ * ] = 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.




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EXHIBIT B
LIST OF DELIVERABLES, QUANTITY COMMITMENTS,
DELIVERY SCHEDULE AND BUYER SITE
 1. Deliverables
   .
    2. Quantity Commitments.
 3. Delivery Schedule.
 4. Buyer Sites
 Billing and Notices:
    
    Delivery of Products:
    
    Engineering/Procurement:Endwave Corporation
    
    Endwave Corporation
    
    Endwave Corporation130 Baytech Dr.
    
    6425 Capitol Avenue, Bldg 2
    
    130 Baytech Dr.San Jose, CA 95134
    
    Diamond Springs CA 95619
    
    San Jose, CA 95134Att: [*]
    
    Att: [*]
    
    Att: [*] (unless otherwise specified in the Order)Phone: [*]
    
    Phone: [*]
    
    Phone: [*]
 [ * ] = 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.




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EXHIBIT C
BUFFER INVENTORY
   *NOTE: .
 Estimated Initial buffer Inventory value
 Replenishment Rate:
  APPROVED:Endwave Corporation
    
    
    
    NGST/s/ [*]
    
    
    
    /s/ [*]
 [ * ] = 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.




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EXHIBIT D
[*]
 [ * ] = 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.