GUARANTEE AGREEMENT
In order to induce Summit Design, Inc., a Delaware corporation, and Anam
S&T Co., Ltd., a Korean corporation (each a "Lender" and together, "Lenders")
to make certain loans (the "Loans") to Summit Design Asia, Ltd., a Hong Kong
corporation ("SDA"), the undersigned ("Guarantor") desires to guarantee SDA's
repayment of the Loans and other obligations to Lenders. Therefore,
Guarantor agrees as follows:
1. Guarantor hereby absolutely, unconditionally and irrevocably
guarantees to Lenders the due and punctual payment by SDA of (a) all amounts
now or hereafter owed by SDA to Lenders in respect of the Loans and (b) all
late charges, interest, collection costs and other costs and expenses in
respect thereof.
2. Guarantor waives all rights to require Lenders to proceed against
SDA or to exhaust any remedy prior to enforcing this Guarantee. Guarantor
waives any defense based on the cessation for any cause whatsoever of the
liability of SDA. Guarantor waives all demands, presentments and notices of
every kind. Lenders may at any time and from time to time alter, amend,
renew, or extend the time for payment of any obligation of SDA and may
otherwise deal with SDA as Lenders may elect, all without notice to Guarantor
and without diminishing, releasing or discharging the liability of Guarantor.
Guarantor agrees not to enforce any claim it may have against SDA, including,
but not limited to, any rights acquired by way of subrogation under this
Guarantee, until all obligations of SDA to Lenders have been paid in full.
3. This Guarantee shall be binding upon and shall inure to the benefit
of the parties and their heirs, successors and assigns. If Guarantor refuses
payment under this Guarantee, Guarantor shall pay the reasonable costs and
expenses, including attorney's fees, incurred by Lenders in the enforcement
of this Guarantee.
4. This Guarantee shall be governed by the laws of the State of Oregon.
DATED May 12, 1998
GUARANTOR:
ASIA DESIGN CORPORATION, LTD.,
a Korean corporation
By: /s/ X.X. Xxxx
-----------------------------------------
Name: Ki Hong Kwon
Title: President
