DRAFT–FOR









Exhibit 10(a)




 




AMENDMENT NO. 4




 




TO




 




CREDIT AND SECURITY

AGREEMENT




 




AMENDMENT NO.

4 to CREDIT AND SECURITY AGREEMENT 

(this “Amendment”), dated as of April 30, 2002, by and between ASTREX,

INC. (“Borrower”), T.F. CUSHING, INC (“TFCI”), AVEST, INC. (“Avest”), and FLEET

CAPITAL CORPORATION, a Rhode Island corporation (the “Lender”).  All capitalized terms unless defined herein

shall have the meanings assigned to them in the Credit Agreement (as defined

below).




 




WITNESSETH:




 




WHEREAS, the

Borrower, TFCI and Fleet National Bank (the “Bank”) executed and delivered a

certain Credit and Security Agreement, dated as of July 9, 1997, which was

amended by an Amendment No. 1 (“Amendment No.1”), dated as of August 31, 1998,

by an Amendment No. 2 (“Amendment No. 2”), dated as of December 18, 1998, and

by an Amendment No. 3 (“Amendment No. 3”), dated as of May 14, 1999 (as so

amended, the “Credit Agreement”); and




 




WHEREAS, the

Bank has assigned its rights under the Credit Agreement to the Lender; and




 




WHEREAS, the

Credit Agreement provides for, among other things, a $3,150,000 revolving

credit facility and an $850,000 term loan facility; and




 




WHEREAS, TFCI

and Avest have each guaranteed repayment of the Borrower’s obligations to the

Lender under the Credit Agreement pursuant to their respective Guaranty

Agreements, each dated as of July 9, 1997; and




 




WHEREAS, the

Borrower and TFCI have requested that the Lender provide for a $550,000 letter

of credit sub-facility under the existing revolving credit facility, extend the

Revolving Credit Loan Termination Date and the Term Loan Maturity Date, and

agree to certain other amendments to the Credit Agreement; and




 




WHEREAS, the

Lender has agreed to such request provided that, among other conditions

precedent, (a) the Borrower and TFCI execute and deliver this Amendment and (b)

TFCI and Avest execute and deliver a Guaranty Confirmation Agreement of even

date herewith (the “Guaranty Confirmation Agreement”).




 





























 




NOW THEREFORE,

in consideration of the premises and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Borrower and

the Lender hereby agree as follows:




 




PART I.  

AMENDMENTS TO THE CREDIT AGREEMENT




 




Section 1.  Section 1.2 of the Credit Agreement is

hereby amended and restated to read in its entirety as follows:




 




1.2           Revolving Credit Loans and Reserves.




 




(a)           Subject to the terms and conditions

of this Agreement and in reliance on the representations and warranties of the

Borrower contained herein, the Lender agrees to make available to the Borrower

from time to time, prior to the Revolving Credit Loan Termination Date, upon

the request of the Borrower, revolving credit loans (each a “Revolving Credit

Loan” and collectively the “Revolving Credit Loans”) in an aggregate principal

amount not to exceed, at any one time outstanding, the Revolving Credit Maximum

Amount and, provided, that at no time shall the sum of (i) the then aggregate

outstanding Revolving Credit Loans plus (ii) the then aggregate outstanding

Letter of Credit Obligations exceed the Revolving Credit Maximum Amount.




 




(b)           In addition to any of its other

rights hereunder, the Borrower, pursuant to said terms and subject to said

conditions, may borrow, repay and reborrow the Revolving Credit Loans up to, at

any one time outstanding, the Revolving Credit Maximum Amount.  Lender shall have the right to establish

reserves in such amounts, and with respect to such matters, as Lender shall

deem necessary or appropriate in its reasonable credit judgment, against the

amount of Revolving Credit Loans and/or Letters of Credit which Borrower may

otherwise request hereunder.  Such

reserves shall be calculated (as deductions) in determining the Borrowing Base.




 




Section 2.  Section 1.5 of the Credit Agreement is

hereby amended and restated to read in its entirety as follows:  




 




1.5           Payment of Principal and Interest and

Other Amounts.  The Borrower shall pay the unpaid principal

of all Revolving Credit Loans on the Revolving Credit Maturity Date and of the

Term Loan on the Term Loan Maturity Date. 

Interest on the Revolving Credit Loans shall be due and payable, in

arrears, on each Revolving Credit Interest Payment Date and also on the

Revolving Credit Maturity Date. 

Interest on the Term Loan shall be due and payable, in arrears, on each

Term Loan Interest Payment Date and also on the Term Loan Maturity Date.  (The Lender in its sole and absolute

discretion may make a Revolving Credit Loan to cover an interest payment due on

a




 




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Revolving

Credit Interest Payment Date and/or on a Term Loan Interest Payment Date;

provided, that it is understood and agreed that the Lender shall have no

obligation to do so).  Payments of the

Reimbursement Obligations shall be made as set forth in Sections 1.14 and 1.16

below.  All payments of principal,

interest, Reimbursement Obligations and other amounts due hereunder or under

any of the Notes shall be made without any deductions whatsoever, including,

but not limited to, any deduction for any set-off, recoupment, or

counterclaim.  All payments shall be

made in United States Dollars and immediately available funds.  Unless the Lender otherwise agrees (and

subject to Section 1.8 below), all payments shall first be applied to fees,

costs and expenses which the Borrower is obligated to pay under the Financing

Documents, then to accrued and unpaid interest and then to unpaid principal and

Reimbursement Obligations (nothing contained herein shall limit the rights of

the Lender under Section 7.4).  If any

payment hereunder or under any of the Notes or other Financing Documents shall

be specified to be made upon a day which is not a Business Day, it shall

(subject to the provisions regarding Business Days in the definition of

Interest Period) be made on the next succeeding day which is a Business Day and

such extension of time shall in such case, to the extent applicable, be

included in computing any interest in connection with such payment.  The records of the Lender shall be prima

facie evidence of the making of any Loans, any accrued interest thereon, any

drawings on any Letters of Credit, the amount of Loans bearing interest at the

Prime Rate or with reference to the Libor Rate, and all principal and interest

payments made in respect thereof including with respect to Reimbursement

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

transaction, or any error in any such recordation, shall in any way affect or

impair any liability or other obligation of the Borrower to the Lender.




 




Section 3.  Section 1.6(b)(iii) of the Credit Agreement

is hereby amended and restated in its entirety to read as follows:




 




(iii)          If any change in

any Legal Requirement shall (1) make it unlawful for Lender to fund through the

purchase of U.S. Dollar deposits any LIBOR Revolving Credit Portion or LIBOR

Term Loan Portion or otherwise give effect to its obligations as contemplated

under this Section 1.6(b) (or other applicable provision hereof) or (2) shall

impose on Lender any additional restrictions on the amount of such a category

of liabilities or assets which Lender may hold, then, in each such case, Lender

may, by notice thereof to Borrower, terminate the LIBOR Option.  If any change in any Legal Requirement shall

impose on Lender (or Lender’s holding company) any additional costs (not

already taken into account under Eurocurrency Reserve Requirements) based on or

measured by the excess above a specified level of the amount of a category of

deposits or other liabilities of Lender which includes deposits by reference to

which the LIBOR Rate is determined as provided herein or a category of

extensions of credit or other assets of Lender which includes any LIBOR

Revolving Credit Portion or LIBOR Term Loan




 




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Portion or there

shall be imposed on Lender (or Lender’s holding company) or the London

interbank market any other condition (with respect to a Legal Requirement or

otherwise and including without limitation any conditions relating to capital

adequacy) with respect to or affecting this Agreement or the Loans or any

Letter of Credit issued by the Lender and the result of such condition is to

impose any additional costs on the Lender (including, without limitation, any

reduction in Lender’s return), then Borrower shall, upon demand of Lender, pay

to Lender the amount of any and all such additional costs.  Also, at the Lender’s option, the LIBOR

Revolving Credit Portion or LIBOR Term Loan Portion subject thereto shall

immediately bear interest thereafter at the rate and in the manner provided for

Prime Rate Revolving Credit Portions or the Prime Rate Term Loan Portion, as

the case may be, pursuant to Section 1.4 above.  Borrower shall indemnify Lender against any loss, penalty or expense

incurred by Lender due to liquidation or redeployment of deposits or other

funds acquired by Lender to fund or maintain any LIBOR Revolving Credit Portion

or LIBOR Term Loan Portion that is terminated under this paragraph.




 




Section 4.  Section 1.7(d) of the Credit Agreement is

hereby amended and restated in its entirety to read as follows:




 




(d)           To the extent that

at any time the sum of (i) the aggregate unpaid principal amount of the

Revolving Credit Loans, plus (ii) the then outstanding Letter of Credit

Obligations shall exceed the Borrowing Base or otherwise shall exceed the

Revolving Credit Maximum Amount, the Borrower shall immediately prepay the

Revolving Credit Loans (with such prepayment to be in the amount of such

excess); provided, that, if the Borrower prepays the Revolving Credit Loans in

full and any part of such excess still remains, the Borrower shall deliver to

the Lender cash in an amount equal to such remaining part, with such cash to be

held as collateral by the Lender for the payment of any Letter of Credit

Obligations (and any other Secured Obligations).  The Borrower shall specify in writing that a prepayment is being

made pursuant to this Section 1.7(d).




 




Section 5.  Section 1.7 of the Credit Agreement is

hereby amended by adding the following clause (f):




 




(f)            Notwithstanding

anything to the contrary in this Agreement, at the effective date of

termination of this Agreement by reason of the Borrower’s prepayment of the

Loans in full, Borrower shall pay to Lender (in addition to the then

outstanding principal, accrued interest and other charges owing under the terms

of this Agreement and any of the other Financing Documents) as liquidated

damages for the loss of the bargain and not as a penalty, an amount equal to 3%

of the aggregate outstanding amount of the Loans and the Letter of Credit

Obligations (collectively, the “Obligations”) if termination occurs between the

date hereof and




 




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April 1, 2003, 2% of the

aggregate outstanding amount of the Obligations if termination occurs between

April 2, 2003 and April 1, 2004, and 1% of the aggregate outstanding amount of

the Obligations if termination occurs between April 2, 2004 and April 1, 2005.




 




Section 6.  With respect to Sections 1.7(c) and 1.8 of

the Credit Agreement, it is hereby agreed that monies in the cash collateral

account may, in addition to being applied to other Secured Obligations, also be

applied to outstanding Reimbursement Obligations and, if there is an Event of

Default, also held as cash collateral for (among other obligations) any and all

Letter of Credit Obligations.




 




Section 7.  Section 1.10 of the Credit Agreement is

hereby amended and restated in its entirety to read as follows:




 




1.10         Further Assurances.  Each of the Borrower and TCFI hereby agrees

to do and perform any and all acts and to execute any and all further

instruments from time to time reasonably requested by the Lender or Issuer to

more fully effect the purposes of this Agreement and the issuance of any

Letters of Credit.




 




Section 8.  Section 1.11 of the Credit Agreement is

hereby amended and restated in its entirety to read as follows:




 




1.11         Fees.  The Borrower shall pay to the Lender (a)

quarterly in arrears on the first Business Day of each January, April, July,

and October of each year commencing on                            April 1, 2002 (and also on the

Revolving Credit Maturity Date), a letter of credit fee, for each day, equal to

the product of (i) a per annum rate of one and one-half percent (1.50%) multiplied

by (ii) the average daily aggregate amount available to be drawn under all

outstanding Letters of Credit, and (b) all amounts due Lender in accordance

with Section 1.14(a) of this Agreement.




 




Section 9.  Sections 1.12, 1.13, 1.14, 1.15 and 1.16 of

the Credit Agreement are hereby inserted after Section 1.11:




 




1.12         Letters of Credit.  (a) The

Lender, subject to the terms and conditions of this Agreement and in reliance

on the representations and warranties of Borrower contained herein, shall, upon

the request of the Borrower, issue for the account of the Borrower letters of

credit, in favor of such beneficiaries as the Borrower shall specify from time

to time (which shall be reasonably satisfactory to the Lender) (such letters of

credit being referred to herein as the “Letters of Credit”); provided

that on the date of the issuance of any Letter of Credit, and after giving

effect to such issuance, the then outstanding Letter of Credit Obligations

shall not exceed $550,000.00; and, provided, further that at no time shall the

sum of (i) the aggregate outstanding Revolving Credit




 




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Loans plus

(ii) the then outstanding Letter of Credit Obligations exceed the

Revolving Credit Maximum Amount.




 




(b)  Each Letter of Credit

shall, unless the Lender otherwise agrees, (i) have an expiry date no later

than one (1) year from the date of issuance thereof, but in no case, shall such

expiry date be later than the Revolving Credit Loan Termination Date; (ii) be

denominated in Dollars (unless the Lender otherwise agrees), and (iii) be in a

form acceptable to the Lender.




 




1.13         Procedure for Issuance of Letters of

Credit.  The Borrower may

from time to time, upon at least two (2) Business Days’ notice, request the

Lender to cause to be issued a Letter of Credit by delivering to the Lender a

letter of credit application (with accompanying reimbursement agreement), on a

form provided by the Lender, completed to the reasonable satisfaction of the

Lender, together with (unless the Lender otherwise agrees) a current Borrowing

Base Certificate and such other certificates, documents and other papers and

information as the Lender may reasonably request.  Upon receipt of any such letter of credit application, the Lender

will process such application, and the other certificates, documents and other

papers delivered in connection therewith, and determine whether the requested

Letter of Credit will be issued on the date specified in the notice (but in no

event (unless the Lender otherwise agrees) earlier than two (2) Business Days after

receipt by the Lender of such letter of credit application and accompanying

certificates, documents, and other papers relating thereto) by the Lender

issuing the original of such Letter of Credit to the beneficiary thereof and by

furnishing a copy thereof to the Borrower (provided, that, failure to supply

such copy shall not impair any obligation of the Borrower, including any

Reimbursement Obligation).




 




1.14         Payments.  (a) The Borrower shall respectively pay

to the Lender any commissions, amounts and other fees charged by the Lender in

connection with the issuance, maintenance or amendment of, or drawings on, any

of the Letters of Credit.




 




(b)  The Borrower shall be

obligated to reimburse the Lender for drawings under the Letters of Credit in

accordance with the reimbursement agreement executed by the Borrower in

connection with such Letter of Credit (if a reimbursement agreement is not so

executed, reimbursement of the applicable drawing shall be immediately made by

the Borrower upon the Lender notifying the Borrower that any such drawing has

been made (and any such notification shall be deemed a demand by the Lender for

such reimbursement)).  If the Borrower

does not so immediately reimburse the Lender for the amount of the applicable

drawing, the Borrower shall be deemed, under Section 1.6 hereof (and any other

applicable provision hereof), to have requested the Lender to make a Revolving

Credit Loan to the Borrower in an amount equal to the amount of such drawing

and the Borrower hereby authorizes the Lender to make any such Revolving




 




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Credit Loan and Borrower’s obligation to

repay such Loan (with interest) shall be absolute and unconditional.  The proceeds of any such Loan shall be used

to pay such Reimbursement Obligation. 

Any such deemed request shall (unless the Lender otherwise agrees) be

accompanied by a current Borrowing Base Certificate executed and delivered by

Borrower.  Nothing contained herein

shall, or shall be interpreted to, obligate the Lender to make such a Loan if

the conditions under Article 3 hereof are not satisfied and if such Loan is not

made, the Borrower shall still have the unconditional obligation to reimburse

the Lender, on demand, for any drawing(s) under any Letter of Credit and the

Borrower shall be further obligated to pay interest on the outstanding amount

of any such reimbursement amount at a per annum rate equal to the Prime Rate

(or, if an Event of Default then exists, at the Default Rate).




 




1.15         Letter of Credit Application.  The provisions of this Agreement with

respect to any Letter of Credit shall be supplemental to, and not in derogation

of, any rights and remedies of the Lender under any letter of credit

application and/or reimbursement agreement or any other agreement or instrument

related to the Letters of Credit or under Applicable Law.




 




1.16         Reimbursement.  The Borrower’s obligation to repay the

Lender for Reimbursement Obligations with respect to any Letters of Credit

shall be absolute, unconditional and irrevocable under any and all

circumstances and irrespective of (among other things):




 




(a)           any lack of validity

or enforceability of any Letter of Credit;




 




(b)           the existence of any

claim, defense or other right that the Borrower or any other Person may at any

time have against the beneficiary or the Issuer under any Letter of Credit or

any other Person;




 




(c)           any draft or other

document presented under a Letter of Credit proving to be forged fraudulent,

invalid or insufficient in any respect or any statement therein being untrue or

inaccurate in any respect; or




 




(d)           payment by the

Issuer under a Letter of Credit against presentation of a draft or other

document that does not comply with the terms of such Letter of Credit.




 




The Borrower acknowledges and agrees that the rights and protections of

the Lender set forth in this Section 1.16 are in addition to, and shall not be

interpreted in any way to limit, any and all rights and protections afforded

the Lender or Issuer in any letter of credit application, reimbursement

agreement or other document executed by the Borrower in connection with any

Letter of Credit.




 




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Section

10.                  (a)  The phrase “make the Loans” in the opening

paragraph of Article 2 of the Credit Agreement is hereby deleted and inserted

in lieu thereof shall be the phrase “make the Loans or issue any Letter of

Credit”.




 




(b)  Section 2.2 of the Credit Agreement is

hereby amended and restated in its entirety to read as follows:




 




2.2           Corporate Authority; No Conflicts;

Binding Agreements.  The

execution, delivery and performance by the Borrower and each Guarantor of this

Agreement, the Note and any other Financing Document to which Borrower and/or

any such Guarantor is a party, and any borrowings hereunder, and the issuance

of any Letter of Credit, have been duly authorized by all necessary corporate

and, if required, stockholder action. 

The execution, and delivery and performance of this Agreement, the Note,

and any other Financing Document to which Borrower and/or any Guarantor is a

party, and any borrowings hereunder, and the issuance of any Letter of Credit,

are and will be within the Borrower’s or any such Guarantor’s, as the case may

be, powers, corporate and otherwise, and do not and will not (i) violate

any Applicable Law or Borrower’s or such Guarantor’s certificate of

incorporation, by-laws or other organizational document or (ii) result in

the breach of, conflict with, constitute a default under, or give rise to the

right of acceleration or mandatory prepayment under, any material Contract or

any judgment, decree or order which is binding upon the Borrower or any such

Guarantor or to which the Borrower or any Guarantor or any of their respective

properties may be subject, or result in the creation of any Lien (other than in

favor of the Lender) upon any property or assets of the Borrower or any

Guarantor pursuant to any Contract or any such judgment, decree or order.  This Agreement has been, and the Note and

each other Financing Document to which the Borrower and/or any Guarantor is a

party will be, duly executed and delivered on behalf of the Borrower or such

Guarantor, as the case may be.  This

Agreement constitutes, and the Note and each other Financing Document to which

the Borrower and/or any Guarantor is a party when executed and delivered, will

constitute, a legal, valid and binding obligation of the Borrower or such

Guarantor, as the case may be, enforceable against the Borrower in accordance

with its terms.  No Governmental

Approval is or will be required in connection with the execution, delivery and

performance of this Agreement or any other Financing Document or any borrowing

hereunder.




 




(c)           The following sentence is hereby

inserted at the end of Section 2.12:




 




The Borrower

shall use the Letters of Credit for general business purposes.




 




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Section 11.            (a)           Section 3.1 of the Credit Agreement

is hereby amended and restated in its entirety to read as follows:




 




3.1           Initial Extension of Credit.  The effectiveness of the

amendments set forth in this Agreement and the making of the first Revolving

Credit Loan made on or after the date hereof and the issuance of the first

Letter of Credit issued on or after the date hereof shall be subject (in

addition to the conditions precedent set forth in Section 3.2 below) to the

Borrower fulfilling the following conditions precedent:




 




(b)           Section 3.2 of the

Credit Agreement is hereby amended and restated to read in its entirety as

follows:




 




3.2           All Loans.  The making of each Revolving Credit Loan (whether the

initial Revolving Credit Loan or any subsequent Revolving Credit Loan) and the

making of the Term Loan and the issuance of any Letter of Credit shall be

subject to the following additional conditions precedent:




 




(a)           Representations and Warranties True and

Correct; No Event of Default.  (i) All of the representations and

warranties made or deemed to be made under this Agreement or any other

Financing Document shall be true and correct at the time of the disbursement of

such Revolving Credit Loan, the issuance of any Letter of Credit or the

disbursement of the Term Loan, as the case may be (except for the

representation or warranty contained in Section 2.4 with respect to

distributions to the extent it is no longer true by reason of a distribution

made in accordance with, and permitted by, Section 5.7 below), with and without

giving effect to the making of such Revolving Credit Loan, issuance of such

Letter of Credit or the making of the Term Loan, as the case may be, and the

application of the proceeds thereof, and (ii) no Event of Default or

Default, shall have occurred and be continuing at such time, with and without

giving effect to the making of such Loan or the issuance of such Letter of

Credit, as the case may be, and the application of the proceeds thereof.  The Lender may, without waiving this

condition, consider it fulfilled, and a representation and warranty by the

Borrower to such effect made to the Lender, if no written notice to the

contrary is received by the Lender from the Borrower prior to the making of the

such Loan or the issuance of such Letter of Credit, as the case may be.




 




(b)           Documents in Full Force and Effect.  All Financing Documents shall remain in full

force and effect and not be terminated.  The Lender may, without waiving this condition, consider it

fulfilled, and a representation and warranty by the Borrower to the Lender to

such effect made, if no written notice to the contrary is received from the Borrower

prior to the making of the applicable Loan or the issuance of the applicable

Letter of Credit, as the case may be.




 




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(c)           Corporate Actions in Full Force and

Effect.  The corporate

actions of the Borrower referred to in Section 3.1(a) shall remain in full

force and effect and the incumbency of officers shall be as stated in the

certificates of incumbency delivered pursuant to Section 3.1(a) or as

subsequently modified and reflected in a certificate of incumbency delivered to

the Lender.  The Lender may, without

waiving this condition, consider it fulfilled, and a representation and

warranty by the Borrower to the Lender to such effect made, if no written

notice to the contrary is received from the Borrower prior to the making of the

applicable Loan or the issuance of the applicable Letter of Credit, as the case

may be.




 




(d)           No Material Adverse Change.  There has been no material

adverse change in the business, assets, liabilities, financial condition,

results of operations or business prospects of the Borrower or any Guarantor

since the date of any financial statements delivered to the Lender prior to or

after the date of this Agreement.  The

Lender may, without waiving this condition, consider it fulfilled, and a

representation and warranty by the Borrower to the Lender to such effect made,

if no written notice to the contrary is received from the Borrower prior to the

making of the applicable Loan or the issuance of the applicable Letter of

Credit, as the case may be.




 




(e)           Request and Borrowing Base Certificate.  The Borrower shall have requested the

applicable Loan or the issuance of the applicable Letter of Credit, as the case

may be, and Borrower shall have also supplied and/or executed any other

applicable documentation, including, in the case of such Revolving Credit Loan

or Letter of Credit, a Borrowing Base Certificate, in accordance with the

applicable terms and provisions hereof (provided, however, that so long as the

Borrowing Base equals or exceeds $1,000,000, the Borrower shall be permitted to

submit Borrowing Base Certificates on a monthly basis within fifteen days after

the end of each month; and provided further, that at any time during which the

Borrowing Base is less than $1,000,000, Borrower shall furnish a Borrowing Base

Certificate to the Lender on a daily basis).




 




(f)            Not Exceed

Revolving Credit Maximum Amount. 

In the case of any Revolving Credit Loan or Letter of Credit,

immediately prior to and after the applicable Revolving Credit Loan is made or

Letter of Credit is issued, the sum of outstanding Revolving Credit Loans plus

the outstanding Letter of Credit Obligations shall not exceed the Revolving

Credit Maximum Amount.  The Lender may,

without waiving this condition, consider it fulfilled, and a representation and

warranty by the Borrower to the Lender to such effect made, if no written

notice to the contrary is received from the Borrower prior to the making of the

applicable Revolving Credit Loan.




 




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Any request by the Borrower for the borrowing of a Loan or the issuance

of a Letter of Credit shall be deemed a representation and warranty hereunder

that the conditions precedent under Sections 3.2(a), (b) (c), (d) and (f) above

are satisfied with respect to such borrowing.




 




Section 12.            Section 3.3 of the Credit Agreement

is hereby amended and restated in its entirety to read as follows:




 




3.3           Waiver.  The Lender,

in its sole and absolute discretion, may waive a condition(s) precedent with

respect to the making of any Loan or the issuance of any Letter of Credit.  The giving of a waiver on one occasion shall

not obligate the Lender to grant a waiver on any other occasion.




 




Section 13.            The opening paragraph of Article 4

of the Credit Agreement is hereby amended and restated in its entirety to read

as follows:




 




The Borrower (and to the fullest extent applicable, TFCI) covenants and

agrees with the Lender that, until payment in full of the Loans and Letter of

Credit Obligations, payment and performance by the Borrower and Guarantors of

all of their other obligations under the Financing Documents and the

termination of the Revolving Credit Facility and the Letter of Credit Facility

and the expiration of all Letters of Credit, unless the Lender otherwise

consents in writing, the Borrower shall and shall cause its Subsidiaries to:




 




Section 14.            Section 4.2.A of the Credit

Agreement is amended by amending and restating clause (iv) thereof to read in

its entirety as follows:




 




(iv) within 15

days after the end of each month, a Borrowing Base Certificate as of the end of

such month, in form and substance acceptable to the Lender (provided, however,

that at any time during which the Borrowing Base is less than $1,000,000,

Borrower shall submit such Borrowing Base Certificates on a daily basis).




 




Section 15.            With respect to the second paragraph

of Section 4.3 of the Credit Agreement, it is hereby agreed that the crediting

against Secured Obligations shall be in such order as the Lender may direct and

may include holding the applicable proceeds (or portion thereof) as cash

collateral for the Letter of Credit Obligations.




 




Section 16.            The opening paragraph of Article 5

of the Credit Agreement is hereby amended and restated in its entirety to read

as follows:




 




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The Borrower (and, to the fullest extent applicable, TFCI) covenants

and agrees with the Lender that, until payment in full of all Loans and all

Letter of Credit Obligations, payment and performance by the Borrower and

Guarantors of all of their other obligations under the Financing Documents and

the termination of the Revolving Credit Facility, the Term Loan Facility and

the Letter of Credit Facility and expiration of all Letters of Credit, unless

the Lender otherwise consents in writing, the Borrower shall not, and shall

cause its Subsidiaries not to (directly or indirectly):




 




Section 17.            The phrase “Revolving Credit

Facility exists” in the second line of Section 6.4 of the Credit Agreement is

hereby deleted and inserted in lieu thereof shall be the phrase “Revolving

Credit Facility or Term Loan Facility exists or any Letter of Credit Obligation

remains outstanding”.




 




Section 18.            Section 7.1(a) of the Credit

Agreement is hereby amended and restated in its entirety to read as follows:




 




(a)                                  Borrower shall fail

to make any payment of any interest or principal, or to pay any Reimbursement

Obligation, when any of same shall become due under this Agreement or any other

Financing Document (whether due at maturity or by reason of acceleration or demand

or as part of any prepayment or otherwise); provided, however,

that with respect to payments of interest only, Borrower shall have five (5)

Business Days after such payment has become due in which to make such payment

to Lender in full before such overdue payment shall constitute an Event of

Default hereunder (it being agreed that there shall be no grace period for

failure to pay principal or any Reimbursement Obligation).




 




Section 19.            Section 7.2 of the Credit Agreement

is hereby amended and restated in its entirety to read as follows:




 




7.2           Acceleration.  Upon the occurrence and at any time during

the continuance of any Event of Default, the Lender, by written notice to the

Borrower, may (i) terminate the right of the Borrower to borrow any further

Loans under the Revolving Credit Facility and Term Loan Facility or to request

any Letters of Credit under the Letter of Credit Facility, and/or (ii) declare

the entire unpaid principal balance of the Notes and all Loans and any or all

other Secured Obligations, and all accrued and unpaid interest under the Notes

and on all Loans, to be due and payable immediately, and upon any such

declaration the entire unpaid principal balance of the Notes and all Loans and

all accrued and unpaid interest under the Notes and on all Loans (and any other

Secured Obligations so declared by the Lender) shall become and be immediately

due and payable and/or (iii) require the Borrower to deposit additional cash

with the Lender in an amount equal to the Letter of Credit Obligations (which

cash may, at the Lender’s discretion, be applied to




 




12





























 




payment or

repayment of any Reimbursement Obligation or other Secured Obligations, or be

held as additional Collateral (and subsequently so applied at any time)), all

without the need for presentment, demand for payment, protest, notice of

dishonor or protest or other notice of any kind all of which are expressly

waived by the Borrower; provided, however, that upon the occurrence of any of

the events specified in subparagraphs (i) and (j) above, (i) the right of the

Borrower to borrow under the Revolving Credit Facility and Term Loan Facility

or request Letters of Credit under the Letter of Credit Facility shall

automatically be terminated, (ii) the entire unpaid principal balance of the

Loans and the Notes, and all unpaid and accrued interest under the Notes and

all Loans and all other Secured Obligations, shall be immediately due and

payable without any notice whatsoever, and (iii) the Borrower shall be required

to deposit additional cash with the Lender, in an amount equal to the Letter of

Credit Obligations (which cash may, at the Lender’s discretion, be applied to

payment or prepayment of any Reimbursement Obligation or other Secured

Obligations, or be held as additional Collateral (and subsequently so applied

at any time), all without the need for presentment, demand for payment,

protest, notice of dishonor or protest or other notice of any kind all of which

are hereby expressly waived by the Borrower, and Lender shall have, upon the

occurrence and during the continuance of any Event of Default, all other

rights, remedies, and powers provided to the Lender under the Financing

Documents, any other agreement, instrument or other document or Applicable Law.




 




Section 20.            Section 8.6 of the Credit Agreement

is amended by substituting the following as the address for notices to the

Lender:




 




Fleet Capital

Corporation




Attention:  Mary G. Murphy, Vice President




200

Glastonbury Boulevard




Glastonbury,

Connecticut 06033




Telecopy:  (860) 368-6029




 




With a copy

to:




 




Tyler Cooper

& Alcorn, LLP




CityPlace — 35th

Floor




Hartford,

Connecticut 06103-3488




Attention:  Thomas S. Marrion




Telecopy:

(860) 278-3802




 




Section 21.  Section 8.7 of the Credit Agreement is

hereby amended by inserting at the end of clause (c)(i), after the words

“Financing Documents”, the phrase “or any Letter of Credit”.




 




13





























 




Section 22.  The following respective definitions shall

be added to and included in Appendix A to the Credit Agreement, which

definitions shall be inserted in their proper alphabetical order therein:




 




“Letters of Credit”: as defined in Section 1.12 of the Credit

Agreement.




 




“Letters of Credit Facility”: 

the letter of credit facility established pursuant to the

Credit Agreement.




 




“Letter of Credit Obligations”: shall mean, at any particular

time, the sum of (i) the aggregate amount available to be drawn under all

Letters of Credit then outstanding and (ii) the aggregate amount of all then

unpaid Reimbursement Obligations.




 




“Reimbursement Obligations”: all obligations of the Borrower to

reimburse the Lender for any and all payments made by the Lender pursuant to

any and all Letters of Credit.




 




Section 23.  The

following definitions contained in Appendix A to the Credit Agreement are

hereby amended and restated to read in their entirety as follows:




 




“Borrowing Base”:  as of

any particular time, the sum of (i) eighty-five percent (85%) of the then

Eligible Receivables and (ii) the lesser of (a) twenty-five percent (25%) of

the amount of the then Eligible Inventory or (b) $1,500,000; provided that it

is further understood and agreed that for purposes of calculating the Borrowing

Base, (1) Eligible Inventory of TFCI shall not exceed $500,000, (2) Eligible

Receivables of TFCI shall not exceed $500,000, and (3) Eligible Inventory at

the Massachusetts Site shall not exceed $500,000.  The Lender shall have the right to decrease any such percentages

provided that the Lender acts in good faith in doing so.




 




“Financing Documents”:         (a)       this

Agreement, the Note, the Guaranty Agreement, of even date herewith, between

TFCI and the Lender, and the Guaranty Agreement, of even date herewith, between

Avest, and the Lender, the Pledge Agreement, of even date herewith, from the

Borrower to the Lender, the Borrower’s Questionnaire, and the Company’s

Questionnaire, any landlord’s waiver(s), any reimbursement agreements and/or

letter of credit applications, and (b) any other written agreement,

instrument, certificate, financing statement, landlord waiver(s), the Mortgage,

any and all swap or hedging agreements between the Borrower and the Lender and

any related documents or other document, whether now or hereafter existing,

executed or delivered in connection with or otherwise related to any of the

agreements, instruments or other documents referred to in clause (a) or

otherwise relating in any way to any of the




 




14





























 




Loans, Letters

of Credit or any Collateral, as any of the foregoing referred to in clause (a)

or (b) may be amended, supplemented or otherwise modified from time to time.




 




“Permitted Indebtedness”:




 




(a)           any Loans, the

Reimbursement Obligations and any other Indebtedness owed to the Lender;




 




(b)           annual real property

rental expenses of Borrower permitted under Section 5.14 of the Credit

Agreement;




 




(c)           Indebtedness in

respect of taxes, assessments, governmental charges, levies and claims which at

the time are not required to be paid under Section 4.4 of the Credit Agreement;




 




(d)           Indebtedness secured

by Permitted Liens; and




 




(e)           operating leases for

personal property entered into in the ordinary course of business consistent

with the Borrower’s past practices and permitted under Section 5.14 of the

Credit Agreement.




 




“Revolving Credit Loan Termination Date”:  April 30, 2005.




 




“Revolving Credit Maturity Date”:  April 30, 2005.




 




“Secured Obligations”: (a) all indebtedness, obligations

and liabilities of the Borrower to the Lender under this Agreement or the Notes

(including, but not limited to, any and all principal, interest, Reimbursement

Obligations and all amounts under Section 8.7 of the Credit Agreement) or any

other Financing Documents, whether now existing or hereafter arising and

whether for payment or performance; and (b)all other indebtedness, obligations,

and liabilities of Borrower to the Lender of every kind, nature and

description, direct or indirect, secured or unsecured, joint or several,

absolute or contingent, due or to become due, whether for payment or

performance, now existing or hereafter arising (including, but not limited to,

any and all future advances), regardless of how the same arise or by what

instrument, agreement, or book account they may be evidenced, or whether

evidenced by any instrument, agreement, or book account, including, but not

limited to, all loans (including any loan by renewal or extension), all other

indebtedness, all guarantees, all reimbursement obligations or other

obligations relating to letters of credit and the like, and all obligations

under swap and hedging agreements and other swap and hedging arrangements and

the like; provided that, with respect to TFCI and the Security Interest it

grants hereunder in its Collateral, Secured




 




15





























 




Obligations

shall also mean, in addition to the above, all indebtedness, obligations, and

liabilities of TFCI to the Lender of every kind, nature and description, direct

or indirect, secured or unsecured, joint or several, absolute or contingent,

due or to become due, whether for payment or performance, now existing or

hereafter arising (including, but not limited to, any and all future advances),

regardless of how the same arise or by what instrument, agreement, or book

account they may be evidenced, or whether evidenced by any instrument,

agreement, or book account, including, but not limited to, all loans (including

any loan by renewal or extension), all other indebtedness, all guarantees, all

reimbursement obligations or other obligations relating to letters of credit

and the like, and all obligations under swap and hedging agreements and other

swap and hedging arrangements and the like, including without limitation any

guaranty of TFCI under any of the Financing Documents.




 




“Term Loan Maturity Date”: 

April 30, 2005.




 




Section 24.  The definition of “Eligible Receivables” in

Appendix A of the Credit Agreement is hereby amended by amending and restating

clause (vii) thereof to read in its entirety as follows:




 




(vii)  The Account is not due from (a) the United

States or any agency, department or subdivision thereof unless the rights to

such Account have been validly assigned to the Lender in accordance with all

applicable requirements of Applicable Law; or (b) any state or municipality or

any agency, department or subdivision thereof; or (c) any account debtor

located outside the United States unless such Account is secured by a letter of

credit from a bank acceptable to the Lender and which letter of credit is in

form and substance acceptable to the Lender (provided, however, that

notwithstanding clauses (a) and (b), above, Eligible Receivables may include

Accounts due from the United States and any state or municipality or any

agency, department or subdivision thereof, in an amount up to the lesser of (x)

$250,000 or (y) ten percent (10%) of the then total amount of Eligible

Receivables, so long as such Accounts otherwise qualify as Eligible Receivables

in accordance with the requirements of this Agreement).




 




Section 25.  Exhibit A-1 to the Credit Agreement

(form of Revolving Credit Note) is amended and restated as set forth in Exhibit

A-1 attached hereto, and Exhibit A-2 to the Credit Agreement (form

of Term Loan Note) is amended and restated as set forth in Exhibit A-2

attached hereto.




 




16





























 




PART II.   REPRESENTATIONS AND WARRANTIES




 




Section

1.              To induce the Lender to enter into this Agreement, each

of the Borrower and TFCI hereby represents and warrants and covenants to the

Lender that:




 




(i)    The

execution, delivery and performance by the Borrower, TFCI, and Avest of this

Amendment, the Guaranty Confirmation Agreement (in the case of TFCI and Avest)

and any related documents have been duly authorized by all necessary corporate

action on the part of the Borrower, TFCI, or Avest, as the case may be, and do

not violate, conflict with, or result in a breach of the certificate of

incorporation or by-laws of Borrower, TFCI, or Avest, as the case may be, or

any agreement or instrument or court order or judgment to which Borrower, TFCI,

or Avest, as the case may be, is a party or which is binding upon Borrower,

TFCI, or Avest, as the case may be, or any of their properties.  This Amendment, and any related documents to

which the Borrower, TFCI, or Avest is a party are the respective legal, valid

and binding obligations of the Borrower, TFCI, or Avest, as the case may be,

enforceable in accordance with their respective terms.




 




(ii)   The

Credit Agreement as amended hereby and all other Financing Documents (as defined

in the Credit Agreement) to which the Borrower, TFCI, or Avest, as the case may

be, is a party are the respective legal, valid and binding obligations of the

Borrower, TFCI, or Avest, as the case may be, enforceable in accordance with

their respective terms.




 




(iii)  The

security interests granted by the Borrower and TFCI, pursuant to the Credit

Agreement, in the Collateral (as defined in the Credit Agreement) remain in

full force and effect and secure the payment and performance of all Secured

Obligations (as defined in the Credit Agreement).




 




(iv)  Neither

the Borrower, TFCI, nor Avest, as of the date hereof, has any claim, defense,

counterclaim, or right of offset against the Lender, whether relating to the

Credit Agreement or otherwise.




 




(v)   All

representations and warranties of the Borrower, TFCI, or Avest, as the case may

be, under the Credit Agreement and the other Financing Documents to which it is

a party are true and correct as of the date hereof.




 




(vi)  All

interests of the Borrower, as lessee, in the Plainview Real Estate are

subordinate to the Mortgage.




 




17





























 




PART III.  

CONDITIONS PRECEDENT




 




Section

1.      The Lender’s agreement to enter into

the amendments set forth in this Amendment is contingent upon the following

conditions precedent being satisfied by the Borrower:




 




(a)   The

Borrower, TFCI, and Avest shall execute and deliver this Amendment and such

other documents as the Bank may reasonably require, including without

limitation the documents listed in the Closing Checklist attached hereto as Exhibit

B.




 




(b)   TFCI

and Avest shall execute and deliver a Guaranty Confirmation Agreement in form

and substance reasonably satisfactory to the Lender and such other documents as

the Bank may reasonably request.




 




(c)   Each

of the Borrower, TFCI, and Avest shall cause the delivery of a certificate of

its corporate secretary or assistant secretary (i) certifying (and attaching)

resolutions adopted by its Board of Directors authorizing the execution,

delivery and performance of this Amendment and the Guaranty Confirmation

Agreement (in the case of TFCI and Avest) and any related documentation, (ii)

certifying that no amendments have been made to the certificate of

incorporation or by-laws of the Borrower, TFCI, or Avest (or, if such changes

have been made, attaching copies of the relevant amendment documents), and

(iii) certifying as to the incumbency (and signature) of any officer of the

Borrower, TFCI, or Avest, as the case may be, which executes and delivers this Amendment

(or in the case of TFCI and Avest, the Guaranty Confirmation Agreement) and any

related documentation.




 




(d)   The

Borrower shall pay the fees and disbursements of the Lender’s legal counsel

incurred in connection with this Amendment and any related documents and

matters.




 




PART

IV.   MISCELLANEOUS




 




Section

1.      Except as amended hereby, the Credit

Agreement (as previously amended by Amendment No.1, Amendment No.2, and

Amendment No.3) shall remain in full force and effect.




 




Section

2.      This Amendment (i) may be executed in any

number of counterparts, each of which shall be deemed to be an original but all

of which together shall be considered one instrument and (ii) shall be binding

upon and inure to the benefit of the parties hereto and their respective successors

and assigns.




 




Section

3.      This Amendment shall be construed in

accordance with and governed by the laws of the State of Connecticut.




 




18





























 




Section

4.      The

Borrower shall pay all of the fees and disbursements of the Lender’s legal

counsel incurred in connection with this Amendment and any related documents

and matters.




 




[Remainder of Page Intentionally Left Blank]




 




19





























 




IN WITNESS

WHEREOF, the parties hereto have caused this Amendment to be executed and

delivered by their duly authorized officers as of the day and year first above

written.




 




 




	

   


  	

  ASTREX, INC.


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/


  	

  Michael McGuire


  
	

   


  	

   


  	

  Michael

  McGuire


  
	

   


  	

   


  	

  President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  T.F.

  CUSHING, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/


  	

  Michael McGuire


  
	

   


  	

   


  	

  Michael

  McGuire


  
	

   


  	

   


  	

  President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  AVEST, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/


  	

  Michael

  McGuire


  
	

   


  	

   


  	

  Michael

  McGuire


  
	

   


  	

   


  	

  President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  FLEET

  CAPITAL CORPORATION


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/


  	

  Mary G.

  Murphy


  
	

   


  	

   


  	

  Mary G.

  Murphy


  
	

   


  	

   


  	

  Vice

  President


  





 




20





























 




EXHIBIT

A-1




FORM OF AMENDED AND RESTATED




REVOLVING

CREDIT NOTE




 




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.




 




21





























 




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




 




22





























 




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.




 




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




 




23





























 




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.




 




24





























 




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:


  	

   


  





 




25





























 




EXHIBIT A-2




FORM

OF AMENDED AND RESTATED




TERM

NOTE




 




AMENDED AND RESTATED TERM LOAN PROMISSORY NOTE




 




	

  $850,000.00


  	

   


  	

  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 Eight Hundred Fifty Thousand Dollars ($850,000.00),

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 the Term Loan in full on the

Term Loan Maturity Date.




 




2.             Interest Rate; Payment of Interest.  Borrower shall pay interest on

the aggregate unpaid principal balance of the Term Loan outstanding from time

to time at the applicable rate or rates set forth in 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 Term Loan Interest

Payment Date and shall also be payable on the Term Loan 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 Term Loan shall be made

in accordance with Section 1.7 of the Credit and Security Agreement.




 




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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 interest, or in attempting to do any of the foregoing.




 




5.             Credit and Security Agreement; Lender’s Records.  This Note evidences the Term Loan 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 Term Loan 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 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 Term Loan, 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 waives

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




 




27





























 




impair the liabilities of any

other Obligor(s); and (iv) waive(s) any defenses based on suretyship or

impairment of collateral.




 




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 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 Term

Loan Promissory Note, dated May 14, 1999, from the Borrower to Fleet National

Bank (the “Existing Note”), (ii) evidences, in addition to any portion of the

Term Loan made by the Lender on or after the date hereof, any portion of the

Term Loan 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 portion of the Term Loan.




 




28





























 




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 portion of the Term Loan.




 




29





























 




IN WITNESS

WHEREOF, the Borrower has executed and delivered this Note as of the day and

year first written above.




 




 




	

  WITNESS:


  	

  ASTREX, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

  /s/


  	

  Mary Murphy


  	

   


  	

  By:


  	

  /s/


  	

  Michael

  McGuire


  	

   


  
	

  Name:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  /s/


  	

  Lori A.

  Sarnataro


  	

   


  	

   


  
	

  Name:


  	

   


  





 




30





























 




EXHIBIT B




CLOSING CHECKLIST




 




1.               Assignment of Loan Documents (Fleet

National Bank to Fleet Capital Corporation)




2.               Amendment No. 4 to Credit Agreement




3.               Third Amended and Restated Revolving

Credit Note




4.               First Amended and Restated Term Loan

Promissory Note




5.               Guaranty Confirmation Agreement




6.               Mortgage Modification Agreement — Avest,

Inc.




7.               Endorsement to Title Insurance Policy

(Avest Mortgage)




8.               UCC, judgment lien, and tax lien

searches




a.               Astrex, Inc.




b.              T.F. Cushing, Inc.




c.               Avest, Inc.




9.               Corporate Documents




a.               Astrex, Inc.




i.                                          Certificate

of Legal Existence (Delaware)




ii.                                       Certificate of

Qualification as a Foreign Corporation (New York)




iii.                                    Secretary’s

Certificate (Certificate of Incorporation, Bylaws, Resolutions, Incumbency)




b.              T.F. Cushing, Inc.




i.                                          Certificate

of Legal Existence (Massachusetts)




ii.                                       Secretary’s

Certificate (Certificate of Incorporation, Bylaws, Resolutions, Incumbency)




c.               Avest, Inc.




i.                                          Certificate

of Legal Existence (Delaware)




ii.                                       Secretary’s

Certificate (Certificate of Incorporation, Bylaws, Resolutions, Incumbency)




10.         Evidence of Continuing Insurance Coverage




 




31