EXHIBIT
10.2


 


	
   

  	
   

  	
  /s/ KIRK A.
  WALDRON

  
	
   

  	
  [SEAL]

  	
  6/5/49

  



 


GUARANTEE AGREEMENT


 


 


THIS AGREEMENT is
made on this day of
                                        
at BankThai Public Company Limited witness:


 


SMTEK International, Inc.
residing at 200 Science Drive Moorpark, California The United States of
America (hereinafter referred to as the “Guarantor”) hereby guarantees the
performance of all obligations of SMTEK International (Thailand), Co., Ltd.
(hereinafter referred to as the “Borrower”) to the BankThai Public Company
Limited (hereinafter referred to as the “Bank”) for the aggregate principal
amount not exceeding Baht –68,000,000-(Baht Sixty eight Million only) under the
facility agreementdated
                              
entered into by the Bank and the Borrower (hereinafter referred to as the
“Facility Agreement”) in accordance with the following terms and conditions:


 


1.  The
obligations hereunder shall be the obligations under the overdraft, loan,
letter of credit, trust receipt, promissory note, packing credit, FX forward
contracts, discount or rediscount of bills, obligations arising from an
aval/acceptance of bills given by the Bank at the request of the Borrower or
any other obligations relating to bills, obligations under letters of guarantee
issued by the Bank and all other indebtedness which the Borrower has towards
the Bank of all kinds of obligations and liabilities at present and in the
future.


 


It is hereby
agreed that the Guarantor’s liabilities hereunder shall not be limited only to
the aggregate principal amount specified above (Baht 68,000,000), but shall
include any other accessories of the debts, such as interest, compensation due
by the Borrower on account of such obligation, all charges accessory to it
including all expenses and damages of any kinds incurred by the Bank in making
demand of instituting legal proceeding against the Borrower for the enforcement
of the performance of such obligations


 


2.  The
Guarantor agrees to bind itself as joint and primary obligor with the Borrower
in respect of the obligations referred to in Clause 1 and agrees to immediately
pay to the Bank for all indebtedness which remains outstanding.


 


3.  This
Guarantee shall be irrevocable and shall remain in full force and effect until
all obligations referred to Clause 1 shall have been performed in full as
described by the Bank


 


4.  The
Guarantor shall not be discharged from any or all obligations hereunder
notwithstanding that such obligation shall be void, unrecoverable or
unenforceable against the Borrower by reason of mistake or incapacity and
regardless of whether or not the Guarantor is, at the time of execution of this
Guarantee, aware of such mistake or incapacity.


 


	
   

  	
   

  	
  /s/ KIRK A. WALDRON

  
	
   

  	
   

  	
  KIRK A. WALDRON

  



 

















 


5.  The Bank reserves its right whether or not
to make a demand against or to release or discharge any of the guarantor from
any or all obligations hereunder without prior consent from the Guarantor, in
which event the Guarantor agrees that its guarantee liabilities in respect of
the Borrower’s obligations which remains outstanding and unpaid shall not be
affected, reduced or impaired but shall remain in full force and effect.


 


6.  The Guarantor hereby consents to any
extension of time of payment granted by the Bank to the Borrower as the Bank
deems appropriate and without prior notice to the Guarantor and in such event
it shall be deemed that the Guarantor has agreed thereto. The Guarantor hereby
waives any and all defense of the Borrower which may be raised against the Bank
when making demand against the Guarantor.


 


7.  The Guarantor hereby agrees that if, due to
the Bank’s own acts, the Guarantor cannot be subrogated wholly or partially to
the Bank’s right or mortgage, pledge or preferential rights given to the Bank
prior to or at the time of this Guarantee, the Guarantor shall not be
discharged from its guarantee obligations hereunder whether in whole or in
part. In addition, the Guarantor will not exercise any rights which it may
acquire by way of subrogation until all obligations to the Bank shall have been
paid in full settlement.


 


8.  The Guarantor hereby consents for the Bank
to immediately set off any or all amounts from any accounts which the Guarantor
may have with the Bank and apply the same as repayment of the indebtedness
hereunder. If the credit balance in all such accounts is in sufficient to cover
such indebtedness, the Guarantor consents to the Bank to include the amount of
such indebtedness which shall be the remaining of outstanding unpaid from any
or all of the Guarantor’s current accounts maintained at the Bank whereby the
Guarantor shall be liable to pay off the outstanding amount in such current
accounts in full.


 


9.  The Guarantor hereby accepts that the
interruption of prescription against the Borrower due to any acts of the Borrower
or any third person shall be the interruption of prescription against the
Guarantor as well.


 


10. Any
correspondence, demand, notice or written instrument to be given to any or all
the Guarantor whether sent by registered post or ordinary post or by hand,
shall be deemed to have been duly served if it is sent to the Guarantor’s
address as shown herein, whether or not it is actually received by any person.
If it remains undelivered because such addresses have been changed or removed
without any notice in writing from the Guarantor to the Bank or such place as
indicated herein could not be found, it shall be deemed that the Guarantor have
been informed of the contents of such correspondence, demand, notice or written
instrument.


 

















 


11. This Guarantee shall be governed and
construed in accordance with the laws of Thailand.


 


IN WITNESS WHEREOF,
the Guarantor has hereunto executed his signature(s) on the day, month and year
as written hereabove.


 


[SEAL]


 


 


	
   

  	
  SMTEK
  International, Inc

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed

  	
  /s/ KIRK A. WALDRON

  	
  Guarantor

  
	
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  Signed

  	
   

  	
  Witness

  
	
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  Signed

  	
   

  	
  Witness

  
	
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