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Exhibit 99.3
CONTINUING UNCONDITIONAL GUARANTY
This CONTINUING UNCONDITIONAL GUARANTY dated as of March 29,
2005 (the
"Guaranty"), is executed by ROCKWELL TRANSPORTATION, INC., a
Michigan
corporation (the "Guarantor"), whose address is 30142 Wixom
Road, Wixom,
Michigan 48393, to and for the benefit of STANDARD FEDERAL BANK
NATIONAL
ASSOCIATION, a national banking association (together with any
of its affiliate
or subsidiary corporations, or their successors or assigns,
being collectively
referred to herein as the "Bank"), whose address is 2600 West
Big Beaver Road,
Troy, Michigan 48084.
WHEREAS, Rockwell Medical Technologies, Inc., a Michigan
corporation (the
"Borrower"), whose address is 30142 Wixom Road, Wixom, Michigan
48393, desires
or may desire at some time and/or from time to time to obtain
financial
accommodations from the Bank; and
WHEREAS, the Guarantor is a subsidiary of the Borrower, and
desires the
Bank to extend or continue the extension of credit to the
Borrower and the Bank
has required that Guarantor execute and deliver this Guaranty to
the Bank as a
condition to the extension and continuation of credit by the
Bank; and
WHEREAS, the extension or continued extension of credit, as
aforesaid, by
the Bank is necessary and desirable to the conduct and operation
of the
business of the Borrower and will inure to the financial benefit
of the
Guarantor;
NOW, THEREFORE, FOR VALUE RECEIVED, it is agreed that the
preceding
provisions and recitals are an integral part hereof and that
this Guaranty shall
be construed in light thereof, and in consideration of advances,
credit or other
financial accommodation heretofore afforded, concurrently
herewith being
afforded or hereafter to be afforded to the Borrower by the
Bank, the Guarantor
hereby unconditionally and absolutely guarantees to the Bank or
other person
paying or incurring the same, irrespective of the validity,
regularity or
enforceability of any instrument, writing, arrangement or credit
agreement
relating to or the subject of any such financial accommodation,
the prompt
payment in full of: (a) any and all indebtedness, obligations
and liabilities of
every kind and nature of the Borrower to the Bank (including all
indebtedness,
obligations and liabilities of partnerships created or arising
while the
Borrower may have been or may be a member thereof), howsoever
evidenced, whether
now existing or hereafter created or arising, direct or
indirect, primary or
secondary, absolute or contingent, due or to become due, joint,
several or joint
and several, and howsoever owned, held or acquired, whether
through discount,
overdraft, purchase, direct loan or as collateral, or otherwise,
plus (b) all
costs, legal expenses and attorneys' and paralegals' fees of
every kind
(including those costs, expenses and fees of attorneys and
paralegals who may be
employees of the Bank, its parent or affiliates), paid or
incurred by the Bank
in endeavoring to collect all or any part of the foregoing
indebtedness, or in
enforcing its rights in connection with any collateral therefor,
or in enforcing
this Guaranty, or in defending against any defense,
counterclaim, setoff or
crossclaim based on any act of commission or omission by the
Bank with respect
to the
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foregoing indebtedness, any collateral therefor, or in
connection with any
Repayment Claim (as hereinafter defined), plus (c) interest on
the foregoing
from and after demand from the Bank to the Guarantor for payment
of the
foregoing, at a floating per annum rate of interest equal to
four percent
(4.00%) over the Prime Rate (as hereinafter defined)
(collectively, the
"Guaranteed Debt"). In addition, the Guarantor hereby
unconditionally and
absolutely guarantees to the Bank the prompt, full and faithful
performance and
discharge by the Borrower of each of the terms, conditions,
agreements,
representations and warranties on the part of the Borrower
contained in any
agreement, or in any modification or addenda thereto or
substitution thereof in
connection with any of the Guaranteed Debt.
As used herein, "Prime Rate" shall mean the floating per annum
rate of
interest which at any time, and from time to time, shall be most
recently
announced by the Bank as its Prime Rate, which is not intended
to be the Bank's
lowest or most favorable rate of interest at any one time. The
effective date of
any change in the Prime Rate shall for purposes hereof be the
date the Prime
Rate is changed by the Bank. The Bank shall not be obligated to
give notice of
any change in the Prime Rate. The Prime Rate shall be computed
on the basis of a
year consisting of 360 days and shall be paid for the actual
number of days
elapsed.
Notwithstanding any other provision of this Guaranty to the
contrary, the
maximum liability of the Guarantor hereunder shall be limited to
the greater of
(i) the proceeds of credit extended by the Bank under the Loan
Agreement dated
March 29, 2005 to the extent such proceeds are advanced,
transferred or applied
to or for the benefit of the Guarantor, and (ii) ninety-five
percent (95.00%) of
the difference between (a) the present fair salable value of the
Guarantor's
assets as of the date of this Guaranty, and (b) the amount of
all liabilities of
the Guarantor, including probable exposure under contingent
liabilities
(including this Guaranty), as of such date.
In case of any bankruptcy, reorganization, debt arrangement or
other
proceeding under any bankruptcy or insolvency law, any
dissolution, liquidation
or receivership proceeding is instituted by or against either
the Borrower or
the Guarantor, or any default by the Guarantor of any of the
covenants, terms
and conditions set forth herein, all of the Guaranteed Debt
shall, without
notice to anyone, immediately become due or accrued and shall be
payable by the
Guarantor. The Guarantor hereby expressly and irrevocably: (a)
waives, to the
fullest extent possible, on behalf of itself and its successors
and assigns
(including any surety) and any other person, any and all rights
at law or in
equity to subrogation, reimbursement, exoneration,
contribution,
indemnification, set off or to any other rights that could
accrue to a surety
against a principal, a guarantor against a maker or obligor, an
accommodation
party against the party accommodated, a holder or transferee
against a maker, or
to the holder of a claim against any person, and which the
Guarantor may have or
hereafter acquire against any person in connection with or as a
result of the
Guarantor's execution, delivery and/or performance of this
Guaranty, or any
other documents to which the Guarantor is a party or otherwise;
(b) waives any
"claim" (as such term is defined in the United States Bankruptcy
Code) of any
kind against the Borrower, and further agrees that it shall not
have or assert
any such rights against any person (including any surety),
either directly or as
an attempted set off to any action commenced against the
Guarantor by the Bank
or any other person; and (c) acknowledges and agrees (i) that
foregoing
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waivers are intended to benefit the Bank and shall not limit or
otherwise
affect the Guarantor's liability hereunder or the enforceability
of this
Guaranty, (ii) that the Borrower and its successors and assigns
are intended
third party beneficiaries of the foregoing waivers, and (iii)
the agreements
set forth in this paragraph and the Bank's rights under this
paragraph shall
survive payment in full of the Guaranteed Debt.
All dividends or other payments received by the Bank on account
of the
Guaranteed Debt, from whatever source derived, shall be taken
and applied by the
Bank toward the payment of the Guaranteed Debt and in such order
of application
as the Bank may, in its sole discretion, from time to time
elect. The Bank shall
have the exclusive right to determine how, when and what
application of payments
and credits, if any, whether derived from the Borrower or any
other source,
shall be made on the Guaranteed Debt and such determination
shall be conclusive
upon the Guarantor.
This Guaranty shall in all respects be continuing, absolute
and
unconditional, and shall remain in full force and effect with
respect to the
Guarantor until: (i) written notice from the Bank to the
Guarantor by United
States certified mail of its discontinuance as to the Guarantor;
or (ii) until
all Guaranteed Debt created or existing before receipt of either
such notice
shall have been fully paid. In the event of the dissolution of
the Guarantor,
this Guaranty shall continue as to all of the Guaranteed Debt
theretofore
incurred by the Borrower even though the Guaranteed Debt is
renewed or the time
of maturity of the Borrower's obligations is extended without
the consent of the
administrators, successors or assigns of the Guarantor.
No compromise, settlement, release or discharge of, or
indulgence with
respect to, or failure, neglect or omission to enforce or
exercise any right
against any other guarantor shall release or discharge the
Guarantor.
The Guarantor's liability under this Guaranty shall in no way
be
modified, affected, impaired, reduced, released or discharged by
any of the
following (any or all of which may be done or omitted by the
Bank in its sole
discretion, without notice to anyone and irrespective of whether
the Guaranteed
Debt shall be increased or decreased thereby): (a) any
acceptance by the Bank of
any new or renewal note or notes of the Borrower, or of any
security or
collateral for, or other guarantors or obligors upon, any of the
Guaranteed
Debt; (b) any compromise, settlement, surrender, release,
discharge, renewal,
refinancing, extension, alteration, exchange, sale, pledge or
election with
respect to the Guaranteed Debt, or any note by the Borrower, or
with respect to
any collateral under Section 1111 or take any action under
Section 364, or any
other section of the United States Bankruptcy Code, now existing
or hereafter
amended, or other disposition of, or substitution for, or
indulgence with
respect to, or failure, neglect or omission to realize upon, or
to enforce or
exercise any liens or rights of appropriation or other rights
with respect to,
the Guaranteed Debt or any security or collateral therefor or
any claims against
any person or persons primarily or secondarily liable thereon;
(c) any failure,
neglect or omission to perfect, protect, secure or insure any of
the foregoing
security interests, liens, or encumbrances of the properties or
interests in
properties subject thereto; (d) the granting of credit from time
to time
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