Exhibit 99.2
REVOLVING NOTE
No. _____________
$2,750,000.00 Date: as of March 29, 2005
Troy, Michigan Due Date: March 31, 2006
FOR VALUE RECEIVED, ROCKWELL MEDICAL TECHNOLOGIES, INC., a Michigan
corporation (the "Borrower"), whose address is 00000 Xxxxx Xxxx, Xxxxx, Xxxxxxxx
00000, promises to pay to the order of STANDARD FEDERAL BANK NATIONAL
ASSOCIATION, a national banking association (hereinafter, together with any
holder hereof, the "Bank"), whose address is 0000 Xxxx Xxx Xxxxxx Xxxx, Xxxx,
Xxxxxxxx 00000, on or before March 31, 2006 ("Revolving Loan Maturity Date"),
the lesser of (i) Two Million Seven Hundred Fifty Thousand and 00/100 DOLLARS
($2,750,000.00), or (ii) the aggregate principal amount of all Revolving Loans
outstanding under and pursuant to that certain Loan and Security Agreement dated
as of March 29, 2005, executed by and between the Borrower and the Bank, as
amended from time to time (as amended, supplemented or modified from time to
time, the "Loan Agreement"), and made available by the Bank to the Borrower at
the maturity or maturities and in the amount or amounts stated on the records of
the Bank, together with interest (computed on the actual number of days elapsed
on the basis of a 360 day year) on the aggregate principal amount of all
Revolving Loans outstanding from time to time as provided in the Loan Agreement.
Capitalized words and phrases not otherwise defined herein shall have the
meanings assigned thereto in the Loan Agreement.
This Revolving Note evidences the Revolving Loans Letters of Credit and
other indebtedness incurred by the Borrower under and pursuant to the Loan
Agreement, to which reference is hereby made for a statement of the terms and
conditions under which the Revolving Loan Maturity Date or any payment hereon
may be accelerated. The holder of this Revolving Note is entitled to all of the
benefits and security provided for in the Loan Agreement. All Revolving Loans
shall be repaid by the Borrower on the Revolving Loan Maturity Date, unless
payable sooner pursuant to the provisions of the Loan Agreement.
Principal and interest shall be paid to the Bank at its address set forth
above, or at such other place as the holder of this Revolving Note shall
designate in writing to the Borrower. Each Revolving Loan made, and all Letters
of Credit issued by, the Bank and all payments on account of the principal and
interest thereof shall be recorded on the books and records of the Bank and the
principal balance as shown on such books and records, or any copy thereof
certified by an officer of the Bank, shall be rebuttably presumptive evidence of
the principal amount owing hereunder.
Except for such notices as may be required under the terms of the Loan
Agreement, the Borrower waives presentment, demand, notice, protest, and all
other demands, or notices, in connection with the delivery, acceptance,
performance, default, or enforcement of this Revolving
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Note, and assents to any extension or postponement of the time of payment or
any other indulgence.
The Revolving Loans and the Letters of Credit evidenced hereby have been
made and/or issued and this Revolving Note has been delivered at the Bank's
main office set forth above. This Revolving Note shall be governed and construed
in accordance with the laws of the State of Michigan, in which state it shall be
performed, and shall be binding upon the Borrower, and its legal
representatives, successors, and assigns. Wherever possible, each provision of
the Loan Agreement and this Revolving Note shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of the
Loan Agreement or this Revolving Note shall be prohibited by or be invalid under
such law, such provision shall be severable, and be ineffective to the extent of
such prohibition or invalidity, without invalidating the remaining provisions of
the Loan Agreement or this Revolving Note. The term "Borrower" as used herein
shall mean all parties signing this Revolving Note, and each one of them, and
all such parties, their respective successors and assigns, shall be jointly and
severally obligated hereunder.
IN WITNESS WHEREOF, the Borrower has executed this Revolving Note as of
the date set forth above.
BORROWER:
ROCKWELL MEDICAL TECHNOLOGIES, INC.
A MICHIGAN CORPORATION
By: /s/ XXXXXX X. XXXXX
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Name: XXXXXX X. XXXXX
Title: CHIEF FINANCIAL OFFICER
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