Guaranty



 Exhibit 10.2 
 GUARANTY 
 GUARANTY, dated as of October 11, 2011 by
ANA/DVENTURE 3 CORPORATION, a Massachusetts corporation (the “Guarantor”), in favor of (a) Sovereign Bank as administrative agent (hereinafter, in such capacity, the “Administrative Agent”) for
itself, the other lending institutions (hereinafter, collectively, the “Lenders”) which are or may become parties to that certain Credit Agreement dated as of the date hereof (as amended and in effect from time to time, the
“Credit Agreement”), among ANALOGIC CORPORATION, a Massachusetts corporation (the “Borrower”), the Lenders, the Administrative Agent, Sovereign Bank as L/C Issuer and TD Bank, N.A. as Documentation
Agent and the other Secured Parties (as such term is defined in the Credit Agreement), and (b) each of the Secured Parties. 
 WHEREAS, the Borrower and the Guarantor are members of a group of related entities, the success of any one of which is dependent in part on the success of the other members of such group;

 WHEREAS, the Guarantor expects to receive substantial direct and indirect benefits from the extensions of credit to
the Borrower by the Secured Parties pursuant to the Credit Agreement, the other Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements (which benefits are hereby acknowledged); 

WHEREAS, it is a condition precedent to the Lenders’ and the L/C Issuer making any loans or otherwise extending credit to the
Borrower under the Credit Agreement and the other Secured Parties extending any credit to the Borrower under the Secured Cash Management Agreements and the Secured Hedge Agreements that the Guarantor execute and deliver to the Administrative Agent,
for the benefit of the Secured Parties a guaranty substantially in the form hereof; and 
 WHEREAS, the Guarantor wishes
to guaranty the Borrower’s obligations to the Secured Parties under or in respect of the Credit Agreement, the other Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements as provided herein; 

NOW, THEREFORE, the Guarantor hereby agrees with the Administrative Agent and the other Secured Parties as follows: 

1. Definitions. The term “Obligations” and all other capitalized terms used herein without definition
shall have the respective meanings provided therefor in the Credit Agreement. 
 2. Guaranty of Payment and
Performance. The Guarantor hereby guarantees to the Secured Parties the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the
Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code. This
Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that any








 
Secured Party first attempt to collect any of the Obligations from the Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the
payment or performance of any of the Obligations, the obligations of the Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent,
for the benefit of the Secured Parties, without any additional demand or notice of any nature, all of which is expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Administrative Agent on any number of
occasions. All payments by the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the applicable Secured Parties. Notwithstanding
anything to the contrary contained herein, the obligations of the Guarantor hereunder shall be limited to an amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or
conveyance under §548 of the Federal Bankruptcy Code or any comparable provisions of any similar federal or state law. Without limiting the foregoing, the Guarantor represents and warrants that it is organized and resident in the United States
of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or
conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding. If any such
obligation is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor, to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, will pay to the Administrative Agent,
for the account of the applicable Secured Parties, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Secured Parties to receive the same net amount which the
Secured Parties would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted
from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Obligations and termination of this Guaranty. 

3. Guarantor’s Agreement to Pay Enforcement Costs, etc. The Guarantor further agrees, as the principal obligor and not
as a guarantor only, to pay to the Administrative Agent, on demand, all costs and expenses (including court costs and legal expenses) incurred or expended by any Secured Party in connection with the Obligations, this Guaranty and the enforcement
thereof, together with interest on amounts recoverable under this §3 from the time when such amounts become due until payment, whether before or after judgment, at the rate of interest for overdue principal set forth in the Credit Agreement,
provided that if such interest exceeds the maximum amount permitted to be paid under applicable law, then such interest shall be reduced to such maximum permitted amount. 
 4. Waivers by Guarantor; Secured Parties’ Freedom to Act. The Guarantor agrees that the Obligations will be paid and performed strictly in accordance with their respective terms,
regardless of any law, regulation or order now or hereafter in effect in any jurisdiction 

  
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affecting any of such terms or the rights of any Secured Party with respect thereto. The Guarantor waives, to the extent permitted by applicable law, promptness, diligence, presentment, demand,
protest, notice of acceptance, notice of any Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to
require the marshalling of assets of the Borrower or any other entity or other person primarily or secondarily liable with respect to any of the Obligations, and all suretyship defenses generally. Without limiting the generality of the foregoing,
the Guarantor agrees to the provisions of any instrument evidencing, securing or otherwise executed in connection with any Obligation and agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in
part, or otherwise affected by (i) the failure of any Secured Party to assert any claim or demand or to enforce any right or remedy against the Borrower or any other entity or other person primarily or secondarily liable with respect to any of
the Obligations; (ii) any extensions, compromise, refinancing, consolidation or renewals of any Obligation; (iii) any change in the time, place or manner of payment of any of the Obligations or any rescissions, waivers, compromise,
refinancing, consolidation or other amendments or modifications of any of the terms or provisions of the Credit Agreement, the Note, the other Loan Documents or any other agreement evidencing, securing or otherwise executed in connection with any of
the Obligations, (iv) the addition, substitution or release of any entity or other person primarily or secondarily liable for any Obligation; (v) the adequacy of any rights which any Secured Party may have against any collateral security
or other means of obtaining repayment of any of the Obligations; (vi) the impairment of any collateral securing any of the Obligations, including without limitation the failure to perfect or preserve any rights which any Secured Party might
have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security; or (vii) any other act or omission which might in any manner or to any extent vary the risk of the
Guarantor or otherwise operate as a release or discharge of the Guarantor, all of which may be done without notice to the Guarantor. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising
by reason of (A) any “one action” or “anti-deficiency” law which would otherwise prevent any Secured Party from bringing any action, including any claim for a deficiency, or exercising any other right or remedy (including
any right of set-off), against the Guarantor before or after such Secured Party’s commencement or completion of any foreclosure action, whether judicially, by exercise of power of sale or otherwise, or (B) any other law which in any other
way would otherwise require any election of remedies by any Secured Party. 
 5. Unenforceability of Obligations Against
Borrower. If for any reason the Borrower has no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of the Obligations have become irrecoverable from the Borrower by reason of the Borrower’s
insolvency, bankruptcy or reorganization or by other operation of law or for any other reason, this Guaranty shall nevertheless be binding on the Guarantor to the same extent as if the Guarantor at all times had been the principal obligor on all
such Obligations. In the event that acceleration of the time for payment of any of the Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, or for any other reason, all such amounts otherwise subject to
acceleration under the terms of the Credit Agreement, the Notes, the other Loan Documents or any other agreement evidencing, securing or otherwise executed in connection with any Obligation shall be immediately due and payable by the Guarantor.


  
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 6. Subrogation; Subordination. 

6.1. Waiver of Rights Against Borrower. Until the final payment and performance in full of all of the
Obligations, the Guarantor shall not exercise and hereby waives any rights against the Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and will not
prove any claim in competition with any Secured Party in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; the Guarantor will not claim any setoff, recoupment or counterclaim against
the Borrower in respect of any liability of the Guarantor to the Borrower; and the Guarantor waives any benefit of and any right to participate in any collateral security which may be held by any Secured Party. 

6.2. Subordination. The payment of any amounts due with respect to any indebtedness of the Borrower for
money borrowed or credit received now or hereafter owed to the Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. The Guarantor agrees that, after the occurrence of any default in the payment of any of the
Obligations, the Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness of the Borrower to the Guarantor until all of the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, the
Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still outstanding, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties and be
paid over to the Administrative Agent, for the benefit of the Secured Parties, on account of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty. Nothing in this Guaranty shall
restrict the advance or payment of any extension of credit or financial accommodation by the Guarantor to or for the account of the Borrower prior to any default in the payment of the Obligations. 

6.3. Provisions Supplemental. The provisions of this §6 shall be supplemental to and not in derogation
of any rights and remedies of the Secured Parties under any separate subordination agreement which the Administrative Agent may at any time and from time to time enter into with the Guarantor for the benefit of the Secured Parties. 

7. Setoff. Regardless of the adequacy of any collateral security or other means of obtaining payment of any of the
Obligations, if a payment default or Event of Default shall have occurred and be continuing, each of the Secured Parties and their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by
applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Secured Party or any
such Affiliate to or for the credit or the account of the Guarantor against any and all of the obligations of the Guarantor now or 

  
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hereafter existing under this Guaranty to such Secured Party, irrespective of whether or not such Secured Party shall have made any demand under this Guaranty and although such obligations of the
Guarantor may be contingent or unmatured or are owed to a branch or office of such Secured Party different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Secured Party and their respective
Affiliates hereunder are in addition to other rights and remedies (including other rights of setoff) that such Secured Party or their respective Affiliates may have. Each Secured Party agrees to notify the Guarantor and the Administrative Agent
promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. 
 8. Further Assurances. The Guarantor agrees that it will from time to time, at the request of the Administrative Agent, do all such things and execute all such documents as the
Administrative Agent may consider necessary or desirable to give full effect to this Guaranty and to perfect and preserve the rights and powers of the Secured Parties and the Administrative Agent hereunder. The Guarantor acknowledges and confirms
that the Guarantor itself has established its own adequate means of obtaining from the Borrower on a continuing basis all information desired by the Guarantor concerning the financial condition of the Borrower and that the Guarantor will look to the
Borrower and not to the Administrative Agent or any other Secured Party in order for the Guarantor to keep adequately informed of changes in the Borrower’s financial condition. 

9. Termination; Reinstatement. This Guaranty shall remain in full force and effect as to the Guarantor until the
Administrative Agent is given written notice of the Guarantor’s intention to discontinue this Guaranty, notwithstanding any intermediate or temporary payment or settlement of the whole or any part of the Obligations. No such notice shall be
effective unless received and acknowledged by an officer of the Administrative Agent at the address of the Administrative Agent for notices set forth in Section 10.02 of the Credit Agreement. No such notice shall affect any rights of any
Secured Party, including without limitation the rights set forth in §§4 and 6, with respect to any Obligations incurred or accrued prior to the receipt of such notice or any Obligations incurred or accrued pursuant to any contract or
commitment in existence prior to such receipt. This Guaranty shall continue to be effective or be reinstated, notwithstanding any such notice, if at any time any payment made or value received with respect to any Obligation is rescinded or must
otherwise be returned by any Secured Party upon the insolvency, bankruptcy or reorganization of the Borrower, or otherwise, all as though such payment had not been made or value received. 

10. Successors and Assigns. This Guaranty shall be binding upon the Guarantor, its successors and assigns, and shall inure
to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing sentence, each Secured Party may assign or otherwise transfer the Credit Agreement, the Notes, the other
Loan Documents or any other agreement or note held by it evidencing, securing or otherwise executed in connection with the Obligations, or sell participations in any interest therein, to any other entity or other person, and such other entity or
other person shall thereupon become vested, to the extent set forth in the agreement evidencing such assignment, transfer or participation, with all the rights in respect thereof granted to such Secured Party herein, all in accordance with the
Credit Agreement. The Guarantor many not assign any of its obligations hereunder. 

  
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 11. Amendments and Waivers. No amendment or waiver of any provision of this
Guaranty nor consent to any departure by the Guarantor therefrom shall be effective unless the same shall be in writing and signed by the Administrative Agent with the consent of the Required Lenders (if required). No failure on the part of any
Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other
right. 
 12. Notices. All notices and other communications called for hereunder shall be made in writing and,
unless otherwise specifically provided herein, shall be deemed to have been duly made or given when delivered by hand or mailed first class, postage prepaid, or, in the case of telegraphic or telexed notice, when transmitted, answer back received,
addressed as follows: if to the Guarantor, at the address set forth beneath its signature hereto, and if to the Administrative Agent, at the address for notices to the Administrative Agent set forth in Section 10.02 of the Credit Agreement, or
at such address as either party may designate in writing to the other. 
 13. Governing Law; Consent to
Jurisdiction. THIS GUARANTY IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. The Guarantor agrees that any suit for the enforcement
of this Guaranty may be brought in the courts of the Commonwealth of Massachusetts or any federal court sitting therein and consents to the nonexclusive jurisdiction of such court and to service of process in any such suit being made upon the
Guarantor by mail at the address specified by reference in §12. The Guarantor hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit was brought in an inconvenient court.

 14. Waiver of Jury Trial. THE GUARANTOR AND EACH SECURED PARTY, BY ITS ACCEPTANCE OF THIS GUARANTY, EACH HEREBY
WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS GUARANTY, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY OF SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by
law, the Guarantor hereby waives any right which it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual
damages. The Guarantor (i) certifies that neither the Administrative Agent or any other Secured Party nor any representative, agent or attorney of the Administrative Agent or any other Secured Party has represented, expressly or otherwise, that
the Administrative Agent or any other Secured Party would not, in the event of litigation, seek to enforce the foregoing waivers and (ii) acknowledges that, in entering into the Credit Agreement and the other Loan Documents to which the
Administrative Agent or any Secured Party is a party, the Administrative Agent and the other Secured Parties are relying upon, among other things, the waivers and certifications contained in this §14. 

  
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 15. Miscellaneous. This Guaranty constitutes the entire agreement of the
Guarantor with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Guaranty shall be in addition to any other guaranty of
or collateral security for any of the Obligations. The invalidity or unenforceability of any one or more sections of this Guaranty shall not affect the validity or enforceability of its remaining provisions. Captions are for the ease of reference
only and shall not affect the meaning of the relevant provisions. The meanings of all defined terms used in this Guaranty shall be equally applicable to the singular and plural forms of the terms defined. 

  
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 IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed and
delivered as of the date first above written. 
  

					
	ANA/DVENATURE 3 CORPORATION
		
	 By:
	 	 /s/ Michael L. Levitz

	 Name: Michael L. Levitz

	Title: Treasurer



  
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