CONTINUING
GUARANTEE
This Continuing Guarantee
("Guarantee") is made as of May 18th, 2009, by ASTRATA GROUP, INC.,
a Nevada corporation ("Guarantor"), in favor of Fame Trading Ltd.,
a British Virgin Islands company ("Lender").
RECITALS
A. The Guarantor is the owner of
100% of the equity interests of Astrata (Asia Pacific) Pte Ltd
("Borrower"). Concurrently herewith, Borrower has executed a Loan
Letter, a Debenture and Facility Agreement ("Loan"), dated May 15,
2009, in favor of the Lender for the principal sum of
$8,500,000.
B. In order to induce Lender to enter into the
Loan and make the loans provided for thereunder, and for other
valuable consideration, receipt of which is hereby acknowledged,
Guarantor has agreed to guarantee Borrower's obligations to Lender
under the Loan and to indemnify Lender as set forth in this
Guarantee.
GUARANTEE
1. Guarantee of Obligations .
For valuable consideration, receipt of which is hereby
acknowledged. and subject to the provisions of this Guarantee,
Guarantor hereby irrevocably and unconditionally guarantees and
promises to pay to Lender, or order, on demand in lawful money of
the United States of America, any and all of Borrower's Obligations
(as defined below) to Lender arising from or in connection with the
Loan in the event of Borrower's default under the Loan. The word
"Obligations" means (a) any and all existing and future obligations
of Borrower to Lender under the Loan and any and all other existing
and future obligations and liabilities of Borrower made, incurred
or created in connection with the Loan whether such obligations are
absolute or contingent, voluntary or involuntary, liquidated or
unliquidated, determined or undetermined, whether Borrower may be
liable individually or jointly with others, whether recovery upon
such indebtedness may be or hereafter become barred by any statute
of limitations, or whether such indebtedness may be or hereafter
become invalid or otherwise unenforceable; (b) any and all
amendments, modifications, renewals and/or extensions of any of the
foregoing, including, without limitation, amendments,
modifications, renewals or extensions which arc evidenced by a new
or additional instrument, document or agreement or which change the
rate of interest on any such indebtedness; and (c) any and all
interest that accrues on all or any part of such indebtedness after
the filing of any petition or pleading against Borrower or any
other person for a proceeding under any chapter or provision of any
present or future federal bankruptcy legislation or amendments
thereto.
2. Independent Obligations .
The Guarantor's obligations hereunder are independent of the
obligations of Borrower, any other guarantor or any other person,
and upon the occurrence of a default under the Loan, Lender may
enforce any of its rights hereunder independently of any other
right or remedy that Lender may at any time hold with respect to
the Obligations or any security or other guarantee therefor.
Without limiting the generality of the foregoing, Lender may bring
a separate action against Guarantor without first proceeding
against Borrower, any other guarantor or any other person, or any
security held by Lender, and regardless of whether Borrower or any
other guarantor or any other person is joined in any such action.
Guarantor's liability hereunder shall at all times remain effective
with respect to the full amount of the Obligations notwithstanding
any limitations on the liability of Borrower to Lender contained in
the Loan or elsewhere. Lender's rights hereunder shall not be
exhausted by any action taken by Lender until all Obligations have
been hilly paid and performed. The liability of Guarantor hereunder
shall be reinstated and revived, and the rights of Lender shall
continue, with respect to any amount at any time paid on account of
the Obligations which shall thereafter be required to be restored
or returned by Lender upon the bankruptcy, insolvency or
reorganization of Borrower, any other guarantor or any other
person, or otherwise, all as though such amount had not been
paid.
This is an
irrevocable and unconditional Guarantee of payment and
performance.
3. Authority to Modify
Obligations . Guarantor authorizes Lender, at any time and from
time to time without notice to Guarantor and without affecting the
liability of Guarantor hereunder, to: (a) alter the terms of all or
any part of the Obligations and any security and Guarantee
therefor, including, without limitation, modification of times for
payment and rates of interest; (b) accept new or additional
instruments, documents, agreements, security or guaranties in
connection with all or any part of the Obligations; (c) waive,
release, reconvey, terminate, abandon, subordinate, exchange,
substitute, transfer, compound, liquidate and enforce all or any
part of the Obligations and any security or guaranties therefor,
and apply any such security and direct the order or manner of sale
thereof (and bid and purchase at any such sale), as Lender in its
discretion may determine; (d) release Borrower, any guarantor or
any other person from any personal liability with respect to all or
any part of the Obligations; and (e) assign this Guarantee in whole
or in part.
4.
Waivers . Guarantor hereby waives each of the following, to
the fullest extent allowed by law:
(a) all statutes of limitations as a
defense to any action brought against Guarantor;
(b) any defense based upon:
(i) the unenforceability or
invalidity of all or any part of the Obligations or any security or
other guarantee for the Obligations or the lack of perfection or
failure of priority of any security for the Obligations;
or
(ii) any act or omission of Lender
or any other person that directly or indirectly results in the
discharge or release of Borrower or any other person with respect
to any of the Obligations or any security therefor; or
(iii) any disability or any
other defense of Borrower or any other person with respect to the
Obligations, whether consensual or arising by operation of law or
any bankruptcy, insolvency or debtor-relief proceeding, or from any
other cause;
(c) any right (whether now or hereafter
existing) to require Lender, as a condition to the enforcement of
this Guarantee, to:
(i) accelerate the Obligations;
or
(ii) give
notice to Guarantor of the terms, time and place of any public or
private sale of any security for the Obligations; or
(iii) proceed against Borrower, any other
guarantor or any other person, or proceed against or exhaust any
security for the Obligations.
(d) until all Obligations are
paid in full, (i) all rights of subrogation, (ii) all rights to
enforce any remedy that Lender now or hereafter has against
Borrower or any other person, and (iii) any benefit of, and right
to participate in, any security now or hereafter held by Lender
with respect to the Obligations;
(e) presentment, demand, protest and notice
of any kind, including, without limitation, notices of default and
notice of acceptance of this Guarantee;
(f) all suretyship defenses of
every nature otherwise available under California law and the laws
of any other state, including, without limitation, all defenses
arising under Sections 2787 through 2855 of the California Civil
Code and any successor provisions to these Sections, and any and
all benefits which might otherwise be available under California
Civil Code Sections 2809, 2810, 2819, 2845, 2847, 2848, 2850, 2899
and 3433, or under California Code of Civil Procedure Sections
580(a), 580(b), 580(d) and 726 and any successor provisions to
these Sections;
(g) any duty of Lender to
disclose to Guarantor any facts that they presently have knowledge
of or may hereafter acquire knowledge of regardless of whether
Lender has reason to believe that had Guarantor known of such facts
they would have affected Guarantor's decision to enter into this
Guarantee ; and
(h) all other rights and
defenses the assertion or exercise of
