MANUFACTURING SERVICES AGREEMENT THIS AGREEMENT

Exhibit 10.64

** - indicates portions for which confidential treatment is requested.

MANUFACTURING SERVICES AGREEMENT

THIS AGREEMENT (the “Agreement”) is effective as of December 30, 2007 (the “Effective Date”), by and between POWERWAVE TECHNOLOGIES, INC. a Delaware corporation having a principal place of business at 1801 East Saint Andrew Place, Santa Ana, California 92705, on behalf of itself and its affiliates or majority-owned subsidiaries (collectively “CUSTOMER”) and SANMINA-SCI CORPORATION , a Delaware corporation having its principal place of business at 2700 North First Street, San Jose, California 95134, on behalf of itself and its affiliates or subsidiaries (“SANMINA-SCI”). CUSTOMER and SANMINA-SCI are sometimes referred to herein as a “Party” and the “Parties.”

For the purpose of this Agreement:

0.1 “ Best Efforts ” shall mean, with respect to a given obligation, the efforts that a reasonable person in the promisor’s position would use so as to perform that obligation as expeditiously as reasonably possible.

0.2 “ Business Day ” shall mean any day other than a Saturday, Sunday or a national holiday in the applicable country where the specific obligation is to be performed. Any reference to “days” (unless “Business Days” are specified) shall mean calendar days.

0.3 “ Manufacturing Specifications ” shall mean the Specifications which relate to the manufacture and testing of the Products, and shall exclude any other Specifications (including those relating to the design, function and performance of the Product).

0.4 “ Material ” shall mean any subassemblies, components, parts or raw materials and other materials comprising or comprised in Products.

0.5 “ Products ” shall have the meaning set forth in Section 1.2.

0.6 “ Product and Process Documentation ” shall mean the documentation provided by CUSTOMER to be used to manufacture Products including bills of material, approved vendor list (AVL), assembly drawings, line layouts, process documentation, quality and inspection plans, test processes, and packaging requirements.

0.7 “ Specifications ” shall mean those physical, mechanical, electrical and other characteristics intended to define the performance, form, fit and function of a Product and which are: (i) set forth in the documents provided by CUSTOMER or (ii) are otherwise agreed to in writing by the Parties.

0.8 All references in the Agreement to “quarter” or “quarterly” shall refer to calendar quarters. All references in the Agreement to “year” or “yearly” (including numeric references to a year) shall refer to calendar years.

1.1 Term . The initial term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue through the fifth anniversary of the Effective Date, and thereafter, this Agreement shall be automatically renewed for successive one year terms unless terminated by either Party with 90 days’ prior written notice before the end of any renewal term. In addition, the Agreement may be terminated at any time by mutual written agreement or in

accordance with this Agreement. Notwithstanding the foregoing, the term of this Agreement shall automatically extend to include the term of any purchase order issued hereunder.

1.2 Scope . During the Term, CUSTOMER shall purchase from SANMINA-SCI and SANMINA-SCI shall sell to CUSTOMER all of CUSTOMER’s requirements for those products that are referenced in Exhibit A as well as any future revisions, releases, or upgrades of these products (collectively the “Products”). CUSTOMER agrees that, during the Term, it shall not shift production of the Products to another geographic location. The Parties understand that the Products are manufactured for customers in the European market and that there is no guarantee that demand for the Products from customers in the European market will continue at the current level expected.

1.3 Last Right of Refusal . In addition to the Products described in Section 1.2, CUSTOMER shall allow SANMINA-SCI to win a minimum of ** of CUSTOMER’s worldwide outsourced contract manufacturing business, provided that SANMINA-SCI’s quotations for such business are competitive in terms of price, quality and on time delivery. The Parties agree that any additional Products that are added to the Agreement shall be documented in amendments to Exhibit A. In this regard, if CUSTOMER provides SANMINA-SCI an opportunity to quote new business that fits with SANMINA-SCI’s capabilities and SANMINA-SCI refuses to quote, then the amount of the business opportunity will count towards the minimum ** share referenced above. SANMINA-SCI will have the right of last refusal on CUSTOMER’s future products in the custom filter and Rf conditioning portfolio for the European market. Also, SANMINA-SCI will have the last right of refusal regarding the supply of ** for CUSTOMER’s total spend.

1.4 Hungary Exhibit . The specific terms and conditions governing the pricing model, payment terms and warranty for the Products manufactured by SANMINA-SCI for CUSTOMER in Hungary are set forth in Exhibit A-1, which is attached hereto and incorporated herein by this reference. In the event of any conflict between the terms of this Agreement and Exhibit A-1, the terms of Exhibit A-1 shall govern.

2.1 Pricing . During the term, CUSTOMER may purchase from SANMINA-SCI the products specified in Exhibit A hereto, as such Exhibit may be amended from time to time (the “Products”) at the prices set forth in Exhibit A (the “Prices”). Prices (a) are in U.S. Dollars, (b) include CUSTOMER’s standard packaging, marking and labeling, (c) exclude the items set forth in Section 2.2, and (d) are based on the configuration set forth in the Specifications. The Parties shall implement the pricing model set forth in Exhibit A-2, which is attached hereto and incorporated herein by this reference. The Parties will review pricing on a quarterly basis and any mutually agreed changes set forth in writing shall be considered updates to Exhibit A even if the Parties do not adopt a formal amendment to this Agreement. SANMINA-SCI also agrees to provide costed bills of material (“BOM’s”) as requested by CUSTOMER during the entire life cycle of any given Product; provided, however, that nothing herein shall require SANMINA-SCI to breach any nondisclosure or similar agreement with its suppliers.

2.2 Exclusions from Price . Prices specifically exclude (a) export licensing of the Product and payment of broker’s fees, duties, tariffs and other similar charges; (b) taxes or charges (other than those based on net income of SANMINA-SCI) imposed by any taxing authority upon the manufacture, sale, shipment, storage, “value add” or use of the Product; and (c) setup, tooling, or non-recurring engineering activities (collectively “NRE Charges”).

2.3 Other Price Adjustments :

(a) Either Party may request a price change in the event of (i) a change in market conditions, anticipated volumes, manufacturing time, the Specifications or Material costs, (ii) currency rate fluctuations, or (iii) other reasonable factors at any time.

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Absent unusual circumstances, the Parties shall discus requested price changes every three (3) months at a mutually agreed upon time and location; the Parties agree to negotiate price changes in good faith.

(b) For all future business opportunities excluding the Hungary Products (as defined in Exhibit A-1), SANMINA-SCI and CUSTOMER agree to implement an aggressive price reduction program that targets specific areas of the Product that shall include, but is not limited to, a pass-through of cost savings derived from manufacturing efficiency improvements, quality improvements and material cost savings. Except as set forth in Exhibit A-1, any cost savings which are achieved by SANMINA-SCI as a result of changes proposed by SANMINA-SCI will be dealt with in the following manner and the calculation of such cost savings sharing will commence in the quarter following the quarter in which SANMINA-SCI’s implementation costs were fully recovered: (a) SANMINA-SCI will retain ** of the cost savings to the end of the first full quarter after SANMINA-SCI fully recovers any costs of implementation; (b) the savings will be shared by SANMINA-SCI and CUSTOMER on a ** basis in the subsequent quarter: and (c) thereafter, 100% of the savings will be to the benefit of CUSTOMER.

2.4 **.

2.5 Foreign Exchange . On the last business day of the second month of a calendar quarter prior to the quarter of application, the Parties shall establish the exchange rate (“Contract Rate”) to be applied to the following quarter’s cost (denominated in currency different from revenue). Each month of the following quarter, Sanmina-SCI will calculate the changes between the Contract Rate and the three month-end exchange rates (“Market Rates”). If the currency movement is greater than 2% between the Contract Rate and the monthly Market Rate, Sanmina-SCI will issue a Credit/Debit currency adjustment representing the full currency % movement (Contract Rate vs. Market Rate) for that month multiplied by the Exposure Amount. For administrative ease, the sum of the Credit/Debit currency adjustments for the 3 months of the quarter will be netted and settled at the end of each quarter. For any particular currency, the Exposure Amount is determined by applying the estimated product cost percentage (including labor, overhead and materials in the currency different from revenue invoiced) of total sales (for the particular currency), as determined by SSCI on the date the Contract Rate is determined, multiplied by the total invoice amount (for the currency involved) for each month of the applicable quarter. Note: The source for Contract Rates and Market Rates is the interbank rate as reported on Oanda (http://www.oanda.com).

3.1 Payment Terms .

3.1.1 Payment terms are ** days after the date of the invoice, except as set forth in Exhibit A, Exhibit A-1 or unless otherwise mutually agreed by the Parties. Unless otherwise stated, payment shall be made in U.S. Dollars. The Parties will work together to modify this Agreement as necessary to add future Products, Prices and payment terms. The Parties shall use their Best Efforts to implement EDI and other electronic methods of processing orders, invoices and payment into their invoicing and payment processes.

3.1.2 If CUSTOMER in good faith disputes any portion of any SANMINA-SCI invoice, CUSTOMER shall submit to SANMINA-SCI (i) as soon as possible, but no later than the due date, written documentation identifying and substantiating the disputed amount and (ii) by the due date, full payment of the undisputed portion of the invoice. SANMINA-SCI and CUSTOMER agree to use their respective Best Efforts to resolve any dispute within thirty (30) days after SANMINA-SCI receives written notice of a dispute from CUSTOMER. Any disputed amounts resolved in favor of CUSTOMER shall be

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credited to CUSTOMER’s account within five Business Days following resolution of the dispute. Any disputed amounts determined to be payable to SANMINA-SCI shall be paid within the terms set forth in Section 3.1.1 or five Business Days after resolution of the dispute, whichever is later.

3.2 Setoffs . Each Party shall be entitled at all times to set-off any amount owing from the other Party to such Party against any amount payable to the other Party from such Party, arising out of this or any other transaction, provided that (i) the Party desiring to set off an amount notifies the other Party of the desired set off and, (ii) prior to the setoff, the Parties use their respective Best Efforts to mutually agree to an alternative to the set off. In the event the Parties fail to reach an alternative to the setoff, the setoff shall occur. For purposes hereof, (i) the term “Party” shall include the Parties to this transaction and each Party’s Affiliates and (ii) a Party’s “Affiliate” shall mean any entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control by such Party, including but not limited to a Party’s subsidiaries.

3.3 Credit Limit . SANMINA-SCI’s Credit Department shall provide CUSTOMER with an initial credit limit, which shall be reviewed (and, if necessary, adjusted) from time to time. SANMINA-SCI shall have the right to reduce the credit limit upon thirty (30) days’ prior written notice to CUSTOMER in the event of a change in CUSTOMER’s credit status, ability to pay, or SANMINA-SCI exposure (e.g., the forecast increases to a level not supported by CUSTOMER’s current credit status). In the event CUSTOMER exceeds this credit limit or has any outstanding, undisputed invoice more than fifteen Business Days past due after notice of default, and in addition to the remedies provided under Section 2-609 of the Uniform Commercial Code as adopted in State of California (and related sections), SANMINA-SCI shall have the right to stop shipments of Product to CUSTOMER until CUSTOMER makes a sufficient payment to bring its account within the credit limit provided. Nothing herein shall prohibit a Party from exercising any remedy permitted under the Uniform Commercial Code as adopted in the State of California.

4.1 Blanket Purchase Orders; Confirmations .

(a) The principal forecast and delivery notification method to be used between CUSTOMER and Sanmina-SCI is described below. CUSTOMER will place a Blanket Purchase Order (“Blanket Order”) for Products, and the Blanket Order typically covers a period of one quarter. The Blanket Order covers the purchase of Products up to the maximum quantity specified in the Blanket Order. SANMINA-SCI agrees that the quantities listed in the Blanket Order are the maximum quantities of Products that can be purchased by CUSTOMER under the particular Blanket Order and are not commitments to buy any quantity of Products. This Agreement does not create any obligation on the part of CUSTOMER to purchase any particular quantity of Products from SANMINA-SCI. Each Blanket Order shall be in the form of a written or electronic communication and shall contain the following information: (i) the part number of the Product; (ii) the quantity of the Product; (iii) the delivery date (provided, that the actual delivery dates and shipping schedule shall be included in the VDS, as defined herein); (iv) the location to which the Product is to be shipped (provided that the actual location to which the product is to be shipped shall be included in the VDS); (v) transportation instructions; and (vi) the mutually agreed unit price of the Product. Each Blanket Order shall contain an order number for billing purposes and may include other instructions and terms (provided that such terms do not conflict with this Agreement) as may be appropriate under the circumstances. SANMINA-SCI shall not rely on oral statements of CUSTOMER employees, as CUSTOMER only places Blanket Orders for Products with firm quantities and delivery schedules through a Vendor Delivery Schedule (“VDS”) placed against a Blanket Order. Notwithstanding the foregoing, CUSTOMER shall be financially liable for all Material ordered to support

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CUSTOMER’s Blanket Order and VDS and any discreet Purchase Orders provided that such Material was ordered in accordance with Section 4.3.

(b) Blanket Order Confirmation . All Blanket Orders shall be confirmed by SANMINA-SCI within ** Business Days of receipt. If SANMINA-SCI does not accept or reject the Blanket Order within the ** Business Day period, the Blanket Order shall be deemed rejected by SANMINA-SCI (and CUSTOMER shall promptly follow up on such Blanket Order to ensure receipt). SANMINA-SCI may not reject a Blanket Order that complies with the terms of the Agreement.

4.2 Vendor Delivery Schedules; Order Confirmations; Discreet Purchase Orders .

(a) Orders for Products can only be placed by submitting a discreet Purchase Order or by submitting a Blanket Order. For Blanket Orders, CUSTOMER will communicate and update its requirements for Products on a weekly basis by providing SANMINA-SCI with a VDS. The VDS contains two columns under each Product number. The column entitled “Released to Ship” shows the quantity of the Product to be released to CUSTOMER for delivery on a specific date. The heading “Forecast” shows CUSTOMER’s forecasted needs for the supply of Product on a weekly basis for the first ** weeks and then on a monthly basis for the next ** months or such other time period as made available by CUSTOMER’s end customer. CUSTOMER forecasts under a VDS will be loaded by SANMINA-SCI in weekly increments in SANMINA-SCI’s material planning system. The VDS is typically provided on the close of business on every Monday or the first business day of a standard work week and updated on a weekly basis. The first ** weeks on the VDS under the forecast heading represents a binding commitment as to the quantity of Products ordered by CUSTOMER of which the first ** weeks may not be rescheduled or cancelled (“Firm Commitment.”) Provided the “release to ship” or “forecast” columns on the VDS are not revised upward in excess of the flexibility parameters described below, the “release to ship” and “forecast” columns will roll forward such that at the end of a week there will be a new binding commitment for the next ** weeks and a new Firm Commitment of ** weeks. SANMINA-SCI is authorized to ship only the quantity listed under the “Released to Ship” heading. The quantity under the heading “Forecast” is for SANMINA-SCI’s planning purposes only to assure manufacturing capacity and material planning and procurement and not to be released to build.

(b) VDS Confirmation . All VDS shall be confirmed by SANMINA-SCI through the issuance of a Factory Load Plan (“FLP”) within ** business days of receipt. SANMINA-SCI shall confirm all delivery dates for a VDS within the FLP. SANMINA-SCI may not reject a VDS that complies with the terms of the Agreement. The Parties agree that they will work together in good faith to achieve the ** Business Day response time for the FLP as soon as possible.

(c) Discreet Purchase Orders . CUSTOMER may also purchase Products via the placement of a Purchase Order (a “Purchase Order” or “Order”) with SANMINA-SCI. Each Purchase Order shall be in the form of a written or electronic communication and shall contain the following information: (i) the part number of the Product; (ii) the quantity of the Product; (iii) the delivery date or shipping schedule; (iv) the location to which the Product is to be shipped; (v) transportation instructions; and (vi) the mutually agreed unit price of the Product. Each Purchase Order shall contain an order number for billing purposes and may include other instructions and terms (provided that such terms do not conflict with this Agreement) as may be appropriate under the circumstances. All Purchase Orders shall be confirmed by SANMINA-SCI within ** Business Days of receipt. If SANMINA-SCI does not accept or reject the Purchase Order within the ** Business Day period, the Purchase Order shall be deemed rejected by SANMINA-SCI (and CUSTOMER shall promptly follow up on such Purchase Order to ensure receipt).

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SANMINA-SCI may not reject a Purchase Order that complies with the terms of the Agreement.

4.3 Material Acquisition and Liability .

(a) Overview . CUSTOMER acknowledges that each of the Material suppliers (the “Vendors”) require orders for Material to be placed in advance of the required delivery date for the Material. The time period between the date on which SANMINA-SCI places the order with the Vendor and the date on which the Material is received at SANMINA-SCI is the “Vendor Leadtime.” In addition to the Vendor Leadtime, CUSTOMER acknowledges that SANMINA-SCI requires a certain amount of leadtime to manufacture and test the Product (the “Manufacturing Leadtime”). The sum of the Vendor Leadtime and the Manufacturing Leadtime is the “Material Leadtime” or “Leadtime.” The Parties shall mutually agree on the Leadtime required for each Product as well as the “minimum order quantities” and “economic order quantities” (collectively “MOQ’s”), and these Leadtimes and MOQ’s shall be updated at least quarterly. On a quarterly basis, SANMINA-SCI and CUSTOMER shall discuss and agree upon strategies for managing and/or shortening the Leadtimes, including but not limited to the placement of contingency arrangements, MOQ’s, extended periods of purchase for supply, special safety stock and/or the purchase of NCNR Material as hedging for allocation or price consideration.

(b) Material Acquisition . CUSTOMER hereby authorizes SANMINA-SCI to purchase Material based on the quantities set forth in the Purchase Order and VDS provided that the Material is ordered in accordance with the Leadtimes. This authorization shall include without limitation, additional Materials as are reasonably required, taking into account any SANMINA-SCI minimum order requirements, packaging sizes and economic order quantities. In addition, SANMINA-SCI shall be entitled to order the quantity of Material contemplated in the A/B/C Classification Process described in Section 4.3(c).

(c) A/B/C Classification Process . CUSTOMER acknowledges that SANMINA-SCI will order Material in quantities sufficient to support CUSTOMER’s Purchase Orders and VDS. In determining the quantity of Material to order, SANMINA-SCI divides the Material into three classes, “Class A,” “Class B” and “Class C.” Class A Material are comprised of the approximately ** percent ( ** %) of Material constituting approximately ** percent ( ** %) of the Product’s total Material cost. Class C Material are comprised of the approximately ** percent ( ** %) of Material constituting approximately ** percent ( ** %) of the Product’s total Material cost. Class B Material are comprised of the remaining ** percent ( ** %) of Material constituting approximately ** percent ( ** %) of the Product’s total Material cost. Both Parties agree that even though periods of supply of Class A and Class B Material will be bought pursuant to the table below, deliveries for the supply will be scheduled by SANMINA-SCI in weekly increments, unless weekly increments are not feasible due to MOQ’s. A summary of SANMINA-SCI’s purchase commitments is set forth in the table below.

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(d) NCNR Material . For the purpose of this Agreement, “NCNR Material” shall mean those Materials which are non cancellable/non-returnable at the time the order is placed, and for the purposes of this Agreement, the initial list of NCNR Material is attached hereto as Exhibit B and is incorporated herein by this reference. If SANMINA-SCI needs to purchase any Materials that are non-cancellable or non-returnable and not included on Exhibit B, then it must obtain prior written approval from CUSTOMER to add such Materials to Exhibit B and any mutually agreed changes set forth in writing shall be considered updates to Exhibit B even if the Parties do not adopt a formal amendment to this Agreement. The Parties will meet on a quarterly basis to review and update the NCNR Material list as necessary. NCNR Material shall not include Materials which are on order (not yet received) and are manufactured to the CUSTOMER’s Specifications and, therefore, become “custom” and essentially “noncancelable” as value is added to the Material. Once received, these Materials shall be considered NCNR Material. By way of example, printed circuit boards are not considered “NCNR Material” while on order because they can be cancelled with little or no cancellation charge at the time of the order, but the cancellation charge increases as the Vendor adds value to the board and the board becomes customized.

(e) Flexibility . SANMINA-SCI commits to maintain the capacity to deliver the Products according to the flexibility parameters detailed below in Table 4.4. The flexibility parameters define the quantity of Products above the forecast level that SANMINA-SCI shall ensure that it has the capacity to manufacture. SANMINA-SCI shall maintain sufficient production capacity to handle a sustained increase of up to ** % per week, not to exceed ** % in any month provided that CUSTOMER gives SANMINA-SCI one week prior written notice. For increases that exceed the above flexibility, SANMINA-SCI and CUSTOMER shall agree upon production and delivery schedules on a case by case basis. The Parties acknowledge that the commitment described herein is solely a capacity commitment, and that SANMINA-SCI’s ability to timely deliver the Product shall be subject to Material availability (CUSTOMER acknowledging that any “premium” charges by the Vendor for expediting the Material and any additional costs (e.g., freight) incurred by SANMINA-SCI to expedite the Material shall be paid by CUSTOMER) as well as the capacity of CUSTOMER-Furnished Items and/or CUSTOMER financed tooling.

4.4 Reschedule and Cancellation

(a) CUSTOMER may delay or reschedule deliveries in advance of agreed delivery dates as follows.

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Table 4.4

(b) Rescheduling . The delivery of Product subject to a VDS or a Purchase Order (excluding the Firm Commitment) may, at the discretion of CUSTOMER, be revised or delayed once for up to ** calendar days without penalty or cost from original scheduled delivery date based on the percentages in Table 4.4. However, all Excess and Obsolete Materials will be dealt with in accordance with Section 4.5. Any commitment to delayed Products shall be considered met once CUSTOMER takes delivery of the delayed items. If CUSTOMER does not take delivery of the delayed Products within ** days, the Products will be cancelled and dealt with in accordance with this Section 4.

(c) Cancellation .

(1) If CUSTOMER cancels a Purchase Order or changes the VDS, or makes an engineering change (collectively “Cancellation”), SANMINA-SCI shall use commercially reasonable mitigation measures and prudent material management techniques to minimize the impact of the Cancellation, including canceling outstanding orders for Material, returning Material to the Vendor, and using the Material for other customers where feasible.

(2) In the event of CUSTOMER’s Cancellation:

(i) in the event a VDS or a Purchase Order or part thereof is cancelled within ** Business Days of the originally scheduled delivery date (or weeks ** (or any portion thereof) of the VDS are rescheduled and subsequently cancelled), CUSTOMER is liable for ** % of the current price of all finished Product in SANMINA-SCI’s possession plus work in process;

(ii) in the event CUSTOMER’s forecast set forth in the VDS is reduced, CUSTOMER makes an engineering change or CUSTOMER cancels an Order more than ** Business Days outside of the originally scheduled delivery date, CUSTOMER shall be liable for ** % of the affected Material ordered pursuant to Section 4.3 which SANMINA-SCI is unable to mitigate in accordance with this Agreement and any

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documented Vendor cancellation charges incurred by SANMINA-SCI with respect to Material that SANMINA-SCI is permitted to cancel and/or return to the Material Vendor. SANMINA-SCI shall provide itemized detail of all vendor cancellation charges and the reasons for such charges.

(d) SANMINA-SCI shall use its commercially reasonable efforts to mitigate the costs of Excess Material caused by any such delay or rescheduling. Any Excess or Obsolete Material created as a result of such delay or rescheduling will be dealt with in accordance with Section 4.5.

4.5 Excess and Obsolete Material

(1) “Excess Material” means the quantity of Material that SANMINA-SCI has on hand, which has been ordered, manufactured or acquired, based on VDS and which has no demand in the next ** days. SANMINA-SCI shall carry Excess Material at no cost to CUSTOMER for a period not to exceed ** days after the date SANMINA-SCI receives the first VDS of the current month. To the extent that CUSTOMER has not consumed such Excess Material by the end of this ** day period, the Parties shall implement SANMINA-SCI’s prepaid inventory reserve account model (the “Prepaid Account”) as follows:

(i) Within ** calendar days after receiving CUSTOMER’s first VDS of the first month of each calendar quarter, SANMINA-SCI shall advise CUSTOMER in writing of any Excess Material and their Delivered Cost (the “Excess List”). For the purpose of this Agreement, “Delivered Cost” shall mean SANMINA-SCI’s quoted cost of Material as stated on the bill of materials.

(ii) Within ** calendar days of receiving SANMINA-SCI’s Excess List, CUSTOMER shall advise SANMINA-SCI of any Material on the Excess List that it believes is not excess, and the Parties shall work together in good faith to resolve any outstanding issues.

(iii) Within ** calendar days of CUSTOMER’s issuance of the response to the Excess List, CUSTOMER and SANMINA-SCI will agree on the disposition of the Excess List at a Material level (hereafter the “Mutually Agreed Excess”) and shall enter into transactions to settle the Mutually Agreed Excess.

(iv) Within ** calendar days of the Parties’ agreement on the Mutually Agreed Excess, CUSTOMER will pay SANMINA-SCI the amount equal to the Mutually Agreed Excess. SANMINA-SCI will deposit these funds in the CUSTOMER’s Prepaid Account.

(v) Beginning with the initial calendar month of this Agreement, the Parties shall use the processes outlined in this Section each calendar month. After the new Mutually Agreed Excess is determined, the Parties will compare funding required versus the amount in the Prepaid Account and determine if there is a shortfall or overage. Thereafter, within ** calendar days, the Parties will fund the difference.

(vi) Excess Material shall be kept in the Prepaid Account for a maximum period of ** months, at which time such Excess Material will be deemed to be either scrap or Obsolete Material, unless otherwise mutually agreed by the Parties. Once Excess Material is deemed to be

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scrap or Obsolete Material, it shall be resolved pursuant to the process set forth in Section 4.5(2).

(2) “Obsolete Material” means: the quantity of Material that SANMINA-SCI has on hand, which has been ordered, manufactured or acquired, based on preceding VDS which SANMINA-SCI no longer requires based on CUSTOMER’s announcement or notification of the following: (i) Formal announcement of End of Life (“EOL”) or (ii) a change in specification of Engineering Change Notice. Within ** Business Days of notice, CUSTOMER shall issue to SANMINA-SCI an Order for all Obsolete Material. SANMINA-SCI shall invoice CUSTOMER for the Delivered Cost of the Obsolete Material **. CUSTOMER shall pay SANMINA-SCI’s its Delivered Cost for Obsolete Material invoice within ** Business Days of the date of invoice. SANMINA-SCI will ship the Obsolete Material or dispose of same per the CUSTOMER’s instructions.

4.6 Supplier Managed Inventory Program . The Parties acknowledge that SANMINA-SCI offers a Supplier Managed Inventory Program (“SMI Program”). If the Parties desire to use the SMI Program, the Parties will mutually agree on the terms of the SMI Program and amend or supplement this Agreement accordingly.

5.1 Delivery . All Product shipments (including shipments made in accordance with Section 7 (Warranty)) shall be FCA (Incoterms 2000) SANMINA-SCI’s facility of manufacture (or repair). Title to and risk of loss or damage to the Product shall pass to CUSTOMER upon SANMINA-SCI’s tender of the Product to the common carrier. SANMINA-SCI shall mark, pack, package, crate, transport, ship and store Product to ensure (a) delivery of the Product to its ultimate destination in safe condition, (b) compliance with all requirements of the carrier and destination authorities, and (c) compliance with any special instructions of CUSTOMER.

5.2 Delayed Delivery . As used herein, the term “delivery date” means the date on which SANMINA-SCI delivers the Product to the common carrier in accordance with Section 5.1. SANMINA-SCI shall use its Best Efforts to give CUSTOMER advance notice of any prospective failure to ship Product in time to meet the committed delivery date specified in any Purchase Order or VDS. SANMINA-SCI will use its Best Efforts to meet agreed delivery dates and, in the event the failure to timely deliver the Product is due to SANMINA-SCI’s delay, as CUSTOMER’s sole remedy for delayed delivery, SANMINA-SCI will bear the cost of any reasonable premium freight charges, Material expediting fees, and overtime labor necessarily incurred by SANMINA-SCI to mitigate the impact on CUSTOMER of actual or impending late deliveries. In the event the failure to timely deliver the Product is not due to SANMINA-SCI’s delay, CUSTOMER shall be responsible for these charges.

5.3 Acceptance. Acceptance of the Product shall occur no later than twenty (20) days after shipment of Product and shall be based solely on whether the Product passes a mutually agreeable acceptance test procedure or inspection designed to demonstrate compliance with the Manufacturing Specifications. Product cannot be rejected based on criteria that were unknown to SANMINA-SCI or based on test procedures that SANMINA-SCI has not approved or does not conduct. Notwithstanding anything to the contrary, Product shall be deemed accepted if not rejected within this twenty-day period. Once a Product is accepted, all Product returns shall be handled in accordance with Section 7 (Warranty). Prior to returning any rejected Product, CUSTOMER shall obtain an Authorized Return Material (“RMA”) number from SANMINA-SCI, and shall return such Product in accordance with SANMINA-SCI’s instructions; CUSTOMER shall specify the reason for such rejection in all RMA’s. In the event a Product is rejected, SANMINA-SCI shall have a reasonable opportunity to cure any defect which led to such rejection.

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6.1 General . CUSTOMER reserves the right at any time to make changes within the general scope of this Agreement. Such changes may include, but are not limited to changes in (1) drawings, plans, designs, procedures, (2) Specifications, test specifications or BOMs, (3) methods of packaging and shipment (4) Approved Vendor Lists, (5) the amount of any property or services furnished by CUSTOMER. All changes shall be requested pursuant to an Engineering Change Notice (“ECN”) and through CUSTOMER’s Product Documentation Management (PDM) system.

6.2 SANMINA-SCI may not discontinue the manufacture of any Product nor make any changes that affect the form, fit, function quality, reliability, or interchangeability of any Product without the prior written approval of CUSTOMER’s authorized representative. SANMINA-SCI shall notify CUSTOMER of any proposed change to any Product and shall supply a written description of the expected effect of the change, including the effect on price, and any cost savings permitted by the change. In addition, SANMINA-SCI shall provide CUSTOMER with sample builds reflecting the change as well as a product evaluation test for the sample builds that includes yield and test results for the sample builds. CUSTOMER shall approve or disapprove the proposed changes within ** Business Days after receipt of SANMINA-SCI’s written request and the supporting information described above. SANMINA-SCI may not change or modify the Product without CUSTOMER’s prior written consent. Changes shall not be binding upon CUSTOMER except when specifically confirmed in writing signed by CUSTOMER’s authorized representative. Information, advice, approvals or inspections given by CUSTOMER’s technical personnel or other representatives shall be deemed expressions of personal opinions only and shall not affect CUSTOMER and SANMINA-SCI’s rights and obligations. Upon approval by CUSTOMER’s authorized representative, such changes shall be documented and incorporated into the Specification and Product and Process Documentation via an ECN. In addition SANMINA-SCI may not change SANMINA-SCI’s manufacturing site or process without the prior written approval of CUSTOMER’s authorized representative, which will not be unreasonably withheld, conditioned or delayed and will not apply to the planned movement of the Products from Szekesfehervar to Tatabanya.

6.3 When SANMINA-SCI receives an ECN related to a Product’s BOM, it will provide a detailed response within ** Business Days of receipt. When SANMINA-SCI receives an ECN related to a process issue, it will provide a detailed response within ** Business Days of receipt. If any such change causes an increase or decrease in the price of Products under this Agreement or in the time required for SANMINA-SCI’s performance, SANMINA-SCI shall promptly notify CUSTOMER and assert its claim for adjustment within ** Business Days after the change is ordered, and the Parties shall meet in good faith to agree upon an equitable adjustment. CUSTOMER will issue a purchase order upon acceptance of the ECN, and pay for all Materials rendered Obsolete or Excess due to any accepted change per Section 4.5. All costs of implementing ECN’s (including without limitation: premium costs of Materials; Material handling charges; process and tooling charges and evaluation and testing costs) will be the responsibility of CUSTOMER, except for ECN’s initiated by SANMINA-SCI solely to improve its manufacturing processes.

7.1 SANMINA-SCI Warranty . SANMINA-SCI warrants that, for a period of ** years from the date of manufacture of the Product: the Product will be (i) free from defects in workmanship; (ii) new and unused (or, if the Product was a “hot swap” reworked and retested); (iii) manufactured in accordance and shall conform, in all mater