SECOND AMENDED AND RESTATED REVOLVING









EXHIBIT

10(b)




 




THIRD AMENDED AND RESTATED

REVOLVING


CREDIT PROMISSORY NOTE




 




	

  $3,150,000.00


  	

   


  	

  Stamford,

  Connecticut


  
	

   


  	

   


  	

  April

  30, 2002


  





 




FOR VALUE RECEIVED, ASTREX,

INC., a Delaware corporation (the “Borrower”), hereby unconditionally promises

to pay to the order of FLEET CAPITAL CORPORATION (the “Lender”), at the office

of the Lender located at 200 Glastonbury Boulevard, Glastonbury, Connecticut

06033, or such other office as the holder hereof may designate, in lawful money

of the United States and in immediately available funds, the principal sum of

Three Million One Hundred Fifty Thousand Dollars ($3,150,000.00) or, if less,

the aggregate unpaid amount of all Revolving Credit Loans (as defined in the

Credit and Security Agreement referred to below) made by the Lender to the

Borrower pursuant to the Credit and Security Agreement, together with interest

thereon as provided for below.  All

capitalized terms unless defined herein shall have the meanings assigned to

them in the Credit and Security Agreement.




 




1.             Payment of Principal.  Borrower shall pay the outstanding principal balance of each

Revolving Credit Loan in full on the Revolving Credit Maturity Date.




 




2.             Interest Rate: Payment of Interest.  Borrower shall pay interest on the aggregate unpaid principal balance

of the Revolving Credit Loans outstanding from time to time at the applicable

rate or rates set forth in the Credit and Security Agreement dated July 9, 1997

between the Borrower, T.F. Cushing, Inc. and the Lender, as amended,

supplemented or otherwise modified from time to time (the “Credit and Security

Agreement”).  Interest shall be payable,

in arrears, and on each Revolving Credit Interest Payment Date and shall also

be payable on the Revolving Credit Maturity Date.  Anything contained in this Note to the contrary notwithstanding,

during any period in which an Event of Default is continuing, the interest rate

hereunder shall, at the option of the Lender, be increased to the Default Rate,

and all interest accruing at such rate shall be payable upon demand by the

Lender.




 




Interest shall commence to

accrue on the date hereof and shall continue to accrue until all principal

hereof is paid in full (whether before or after maturity or judgment).  Interest under this Note shall be computed

on the basis of a year of three hundred sixty (360) days and the actual number

of days elapsed.




 




3.             Optional and Mandatory Prepayments.  Optional and mandatory prepayments of the Revolving Credit Loans

shall be made in accordance with Section 1.7 of the Credit and Security

Agreement.




 





























 




4.             Expenses.  Borrower

shall pay or reimburse the Lender, on demand, for all costs and expenses,

including, but not limited to, the reasonable fees and disbursements of legal

counsel, appraisers, accountants and other experts employed by the Lender,

incurred in the administration, preservation, defense, protection, or

collection or other enforcement of this Note or in foreclosing or otherwise

enforcing any security interest securing the payment of this Note or in

sustaining or protecting the lien or priority of any such security interest, or

in attempting to do any of the foregoing.




 




5.             Credit and Security Agreement; Lender’s Records.  This Note evidences Revolving Credit Loans

under, and has been executed and delivered by the Borrower in accordance with,

the terms and conditions of the Credit and Security Agreement, which Credit and

Security Agreement, among other things, contains provisions with respect to

prepayment (optional and mandatory), and the acceleration of the unpaid

principal of, and accrued and unpaid interest on the Revolving Credit Loans

upon the occurrence and at any time during the continuance of any Event of

Default.  The Lender is entitled to the

benefits of the Credit and Security Agreement and the other Financing Documents

and may enforce the covenants and other agreements of the Borrower contained

therein, and the Lender may exercise the respective rights, remedies and powers

provided for thereby or otherwise available in respect thereof, all in

accordance with the respective terms thereof.




 




The records of the Lender

shall be prima facie evidence of the Revolving Credit Loans, any accrued

interest thereon and all principal and interest payments made in respect

thereof; provided, that no failure of the Lender to timely record any

transaction, or any error therein, shall in any way affect or impair any

liability or other obligation of the Borrower to the Lender.




 




6.             Certain Waivers. 

Borrower and any indorser hereof or any other party hereto or any

guarantor hereof (collectively, the “Obligors”) and each of them (i) waive(s)

presentment, diligence, protest, demand, notice of demand, notice of acceptance

or reliance, notice of non-payment, notice of dishonor, notice of protest and

all other notices to parties in connection with the delivery, acceptance,

performance, default or enforcement of this Note, any indorsement or guaranty

of this Note, or any collateral or other security; (ii) consent(s) to any and

all delays, extensions, renewals or other modifications of this Note, any other

Financing Document or the debt(s) or collateral evidenced hereby or thereby or

any waivers of any term hereof or thereof, any release, surrender, taking of

additional, substitution, exchange, failure to perfect or record any interest

in, failure to preserve or realize upon, failure to lawfully dispose of, or any

other impairment of, any collateral or other security, or any other failure to

act by the Lender or any other forbearance or indulgence shown by the Lender,

from time to time and in one or more instances (without notice to or assent

from any of the Obligors) and agree(s) that none of the foregoing shall

release, discharge or otherwise impair any of their liabilities; (iii) agree(s)

that the full or partial release or discharge of any Obligor(s) shall not

release, discharge or otherwise impair the liabilities of any other Obligor(s);

and (iv) waive(s) any defenses based on suretyship or impairment of collateral.




 




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7.             Commercial Transaction: Jury Waiver.  (a) THE BORROWER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS

NOTE IS A PART IS A “COMMERCIAL TRANSACTION” WITHIN THE MEANING OF CHAPTER 903a

OF THE CONNECTICUT GENERAL STATUTES, AS AMENDED, AND THAT ANY MONIES, PROPERTY

OR SERVICES WHICH ARE THE SUBJECT OF SUCH TRANSACTION ARE NOT FOR PERSONAL,

FAMILY OR HOUSEHOLD PURPOSES.  THE

BORROWER HEREBY WAIVES ANY RIGHT WHICH BORROWER MIGHT HAVE TO A NOTICE AND A

HEARING, UNDER SECTIONS 52-278a-52-278g, INCLUSIVE, OF THE CONNECTICUT GENERAL

STATUTES, AS AMENDED, OR OTHER APPLICABLE FEDERAL OR STATE LAW.  IN THE EVENT THE LENDER (OR ITS SUCCESSORS

OR ASSIGNS) SEEKS ANY PREJUDGMENT REMEDY IN CONNECTION WITH THIS NOTE, THE

CREDIT AND SECURITY AGREEMENT OR ANY OTHER FINANCING DOCUMENT.




 




(b)           THE BORROWER HEREBY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY

JURY AND THE RIGHT THERETO IN ANY ACTION OR PROCEEDING OF ANY KIND, ARISING

UNDER OR OUT OF, OR OTHERWISE RELATED TO OR OTHERWISE CONNECTED WITH THIS NOTE

OR ANY OTHER FINANCING DOCUMENT.




 




8.             Binding Nature.  This

Note shall bind the Borrower and Borrower’s successors and assigns and shall

inure to the benefit of the Lender and its successors and assigns.  The term “Lender” as used herein shall

include, in addition to the Lender, any successors, indorsees, or other

assignees of Lender and shall also include any other holder of this Note.  Any transferee of this Note shall have the

rights of a holder in due course under Article 3 of the Connecticut Uniform

Commercial Code if the transferee took rights under this Note in good faith for

value and without notice of a claim or defense.




 




9.             Governing Law.  This Note

shall be governed by, and construed and interpreted in accordance with the laws

the State of Connecticut, without regard to its rules pertaining to conflicts

of laws thereunder.




 




10.           Amended and Restated Note.  This Note (i) amends and restates the Second Amended and Restated

Revolving Credit Promissory Note, dated May 14, 1999, from the Borrower to

Fleet National Bank (the “Existing Note”), (ii) evidences, in addition to any

Revolving Credit Loans made by the Lender on or after the date hereof, any

Revolving Credit Loans outstanding as of the date hereof and previously

evidenced by the Existing Note and (iii) and is a modification with respect to,

and does not constitute a novation of, any such outstanding Revolving Credit

Loans.




 




Anything contained herein to

the contrary notwithstanding, and in addition to, and not in limitation of, any

other obligations of the Borrower hereunder, the Borrower shall pay to the

Lender in accordance with the Credit and Security Agreement any unpaid interest

which has accrued under the Existing Note, as of the date hereof, on any

outstanding Revolving Credit Loans.




 




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IN WITNESS WHEREOF, the

Borrower has executed and delivered this Note as of the day and year first

written above.




 




 




	

  WITNESSES:


  	

  ASTREX, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

  /s/ Mary Murphy


  	

   


  	

  By:


  	

  /s/ Michael

  McGuire


  	

   


  
	

  Name:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  /s/ Lori A. Sarnataro


  	

   


  	

   


  
	

  Name:


  	

   


  





 




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