Exhibit 10.2


 


GUARANTY


 


Nassau County, New
York


December 1, 2005


 


WHEREAS, HAUPPAUGE COMPUTER WORKS, INC., a
New York corporation (hereinafter called the “Borrower”), desires to transact
business with and to obtain credit or a continuation of credit or other
financial accommodations from JPMORGAN CHASE
BANK, N.A., a banking association organized under the laws of the
United States (hereinafter called the “Bank”); and


 


WHEREAS, the Bank is
unwilling to extend or continue to extend credit to or other financial
accommodations to the Borrower, unless it receives the following guaranty of
the undersigned;


 


NOW, THEREFORE, in consideration of the premises and
of other good and valuable consideration and in order to induce the Bank from
time to time, in its discretion, to extend or continue credit or other
financial accommodations to the Borrower, the undersigned hereby guarantees,
absolutely and unconditionally, to the Bank the payment of all liabilities of
the Borrower to the Bank of whatever nature, whether now existing or hereafter
incurred, whether created directly or acquired by the Bank by assignment or
otherwise, whether matured or unmatured, joint, several or joint and several,
secured or unsecured and whether absolute or contingent, including, without limitation,
all interest or other claims which may accrue or arise after the commencement
of bankruptcy, insolvency, reorganization, liquidation or other similar
proceedings (all of which are hereinafter collectively referred to as the “Liabilities
of the Borrower”).


 


In order to further secure the payment of the
Liabilities of the Borrower, the undersigned does hereby give the Bank a
continuing lien and right of set-off for the amount of the Liabilities of the
Borrower upon any and all monies, securities and any and all other property of
the undersigned and the proceeds thereof, now or hereafter actually or
constructively held or received by or in transit in any manner to or from the
Bank, J.P. Morgan Securities Inc., or any other affiliate of the Bank from or for
the undersigned, whether for safekeeping, custody, pledge, transmission,
collection or otherwise or coming into the possession of the Bank, J.P. Morgan
Securities Inc., or any other affiliate of the Bank in any way, or placed in
any safe deposit box leased by the Bank, J.P. Morgan Securities Inc., or any
other affiliate of the Bank to the undersigned. The Bank is also given a
continuing lien and right of set-off for the amount of said Liabilities of the
Borrower upon any and all deposits (general and special) and credits of, or for
the benefit of the undersigned with, and any and all claims of the undersigned
against, the Bank, J.P. Morgan Securities Inc., or any other affiliate of the
Bank at any time existing. The Bank is hereby authorized at any time or times,
without prior notice, to apply such deposits or credits, or any part thereof,
to such Liabilities of the Borrower and, although said Liabilities of the
Borrower may be contingent or unmatured, and whether the collateral security
therefor is deemed adequate or not. The undersigned authorizes the Bank to
deliver a copy of this guaranty to others as written notification of the
undersigned’s transfer of a security interest in the collateral described
herein to the Bank.


 


The undersigned agrees that, with or without notice
or demand, the undersigned 


 





















 


shall
reimburse the Bank for all the Bank’s expenses (including reasonable fees of
counsel for the Bank who may be employees thereof) incurred in connection with
any of the Liabilities of the Borrower or the collection thereof.


 


This guaranty is a continuing guaranty and shall
remain in full force and effect irrespective of any interruptions in the
business relations of the Borrower with the Bank; provided, however, that the
undersigned may, by notice in writing, delivered personally or received by
certified mail, return receipt requested, addressed to the Bank’s office at 395
North Service Road, Melville, New York 11747, Attention: Christopher
Jantzen/Relationship Officer - Hauppauge Computer Works, Inc., terminate
this guaranty, but any such termination shall have no effect with respect to
the Liabilities of the Borrower (including contingent liabilities) existing on
the date on which such notice is so delivered or received or which on such date
the Bank is obligated (including on a conditional basis) to provide or acquire
thereafter, or with respect to any interest, fees, indemnities, charges,
expenses or costs payable thereon or attributable thereto even if arising or
incurred after such date, and this guaranty and the obligations of the undersigned
hereunder with respect to the foregoing Liabilities of the Borrower shall
continue notwithstanding any such termination until all such amounts are fully
and finally paid.


 


All monies available to the Bank for application in
payment or reduction of the Liabilities of the Borrower may be applied by the
Bank in such manner and in such amounts and at such time or times as it may see
fit to the payment or reduction of such of the Liabilities of the Borrower as
the Bank may elect.


 


The undersigned hereby waives: (a) notice of
acceptance of this guaranty and of extensions of credit or other financial
accommodations by the Bank to the Borrower; (b) presentment and demand for
payment of any of the Liabilities of the Borrower; (c) protest and notice
of dishonor or default to the undersigned or to any other party with respect to
any of the Liabilities of the Borrower; (d) all other notices to which the
undersigned may otherwise be entitled; and (e) any demand for payment hereunder.


 


All liabilities of the undersigned to the Bank
hereunder or otherwise, whether or not then due or absolute or contingent,
shall without notice or demand become due and payable immediately upon the
occurrence of any default or event of default with respect to any Liabilities
of the Borrower (or the occurrence of any other event which results in
acceleration of the maturity of any thereof) or the occurrence of any default
hereunder. This is a guaranty of payment and not of collection and the undersigned
further waives unconditionally and irrevocably any right to require that any
action be brought against the Borrower or any other person or to require that
resort be had to any security or any other property or asset or to any balance
of any deposit account or credit on the books of the Bank in favor of the
Borrower or any other person prior to any payment under this guaranty being
made or enforced.


 


The undersigned hereby consents that from time to
time, before or after any default by the Borrower or any notice of termination
hereof, with or without further notice to or assent from the undersigned, any
security at any time held by or available to the Bank for any obligation of the
Borrower, or any security at any time held by or available to the Bank for any
obligation of any other person secondarily or otherwise liable for any of the
Liabilities of the Borrower, may be exchanged, surrendered or released and any
obligation of the Borrower, or of any such other person, may be changed,
altered, renewed, extended, continued, surrendered, compromised, 


 


2





















 


waived,
discharged or released in whole or in part (including without limitation any
such event resulting from any insolvency, bankruptcy, reorganization or other
similar proceeding affecting the Borrower or its assets) or any default with
respect thereto waived, and the Bank may fail to set off and may release, in
whole or in part, any balance of any deposit account or credit on the Bank’s
books in favor of the Borrower, or of any such other person, and may extend
further credit in any manner whatsoever to the Borrower, and generally deal or
take action or no action with regard to the Borrower or any such security or
other person as the Bank may see fit; and the undersigned shall remain bound
under this guaranty notwithstanding any such exchange, surrender, release,
change, alteration, renewal, extension, continuance, compromise, waiver,
discharge, inaction, extension of further credit or other dealing.


 


The obligations of the undersigned are absolute and
unconditional and are valid irrespective of any amendment, modification,
waiver, consent or other change, discharge or release (including by operation
of law, regulation or legal proceedings) with respect to, or any lack of
validity or enforceability of, any Liabilities of the Borrower, or with respect
to any other guaranty thereof or other credit support thereto or any collateral
securing any of the foregoing, or any other agreement or circumstance which might
otherwise constitute a defense to the obligations hereunder to any of the
Liabilities of the Borrower or to the obligations of others related hereto or
thereto and the undersigned irrevocably waives the right to assert defenses,
set-offs and counterclaims in any litigation relating to this guaranty and the
Liabilities of the Borrower. This guaranty sets forth the entire understanding
of the parties, and the undersigned acknowledges that no oral or other
agreements, conditions, promises, understandings, representations or warranties
exist in regard to the obligations hereunder, except those specifically set
forth herein.


 


The undersigned irrevocably waives and shall not
seek to enforce or collect upon any rights which it now has or may acquire
against the Borrower, either by way of subrogation, indemnity, reimbursement or
contribution, or any other similar right, for any amount paid under this
guaranty or by way of any other obligations whatsoever of the Borrower to the
undersigned. In the event either a petition is filed under the Bankruptcy Code
in regard to the Borrower or an action or proceeding is commenced for the
benefit of the creditors of the Borrower, this agreement shall at all times
thereafter remain effective in regard to any payments or other transfers of
assets to the Bank received from or on behalf of the Borrower prior to notice
of termination of this guaranty and which are or may be held voidable or
otherwise subject to recission or return on the grounds of preference,
fraudulent conveyance or otherwise, whether or not the Liabilities of the
Borrower have been paid in full.


 


Each reference herein to the Bank shall be deemed to
include its successors and assigns, in whose favor the provisions of this
guaranty shall also inure.  Each
reference herein to the undersigned shall be deemed to include the heirs,
executors, administrators, legal representatives, successors and assigns of the
undersigned, all of whom shall be bound by the provisions of this guaranty.


 


The term “undersigned” as used herein shall, if this
instrument is signed by more than one party, mean the “undersigned and each of
them” and each undertaking herein contained shall be their joint and several
undertaking, provided, however, that in the next succeeding paragraph hereof
the term “undersigned” shall mean the “undersigned or any of them”. If any
party hereto shall be a partnership, the agreements and obligations on the part
of the 


 


3





















 


undersigned
herein contained shall remain in force and applicable against the partnership
and all of its partners (notwithstanding any changes in the individuals
composing the partnership or any release of one or more partners) and the term “undersigned”
shall include any altered or successive partnership but, the predecessor
partnerships and their partners shall not thereby be released from any
obligation or liability.


 


No delay on the part of the Bank in exercising any
rights hereunder or failure to exercise the same shall operate as a waiver of
such rights; no notice to or demand on the undersigned shall be deemed to be a
waiver of the obligation of the undersigned or of the right of the Bank to take
further action without notice or demand as provided herein; nor in any event
shall any modification or waiver of the provisions of this guaranty be
effective unless in writing signed by an authorized officer of the Bank; nor
shall any such waiver be applicable except in the specific instance for which
given.


 


This guaranty is, and shall be deemed to be, a contract
entered into under and pursuant to the laws of the State of New York and shall be in all respects governed, construed, applied
and enforced in accordance with the laws of the State of New York; and
no defense given or allowed by the laws of any other State or Country shall be
interposed in any action hereon unless such defense is also given or allowed by
the laws of the State of New York.


 


The 
undersigned  hereby
unconditionally WAIVES ANY RIGHT TO JURY
TRIAL in connection with actions by or against the Bank arising out
of or in connection with the Liabilities of the Borrower and this guaranty.


 


	
   

  	
   

  	
  Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HAUPPAUGE DIGITAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gerald Tucciarone

  	
   

  
	
   

  	
   

  	
   

  	
   Name: Gerald
  Tucciarone

  
	
   

  	
   

  	
   

  	
   Title: Chief
  Financial Officer and Treasurer

  



 


 


[Corporate Seal]


 


4





















 


Corporate Acknowledgment


 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS:

  
	
  COUNTY OF NASSAU

  	
  )

  	
   

  



 


On
the 1st day of December in the year 2005 before me, the undersigned,
personally appeared Gerald Tucciarone, personally known to me or proved to me
on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.


 


 


	
   

  	
   

  	
  /s/ Fred S. Skolnik

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Notary Stamp]

  



 


5