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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
