EXHIBIT 10(d)




 




GUARANTY

CONFIRMATION AGREEMENT




 




AGREEMENT, dated as of April 30, 2002, by and between T. F.

CUSHING, INC. and AVEST, INC. (each a “Guarantor” and collectively the

“Guarantors”) and FLEET CAPITAL CORPORATION (the “Lender”).




 




R

E C I T A L S




 




Each Guarantor executed and delivered to Fleet National Bank (the

“Bank”) a Guaranty Agreement, dated as of July 9, 1997 (each, a “Guaranty”)

pursuant to which each Guarantor absolutely and unconditionally guaranteed to

the Bank the full and prompt payment and performance when due of the

“Guaranteed Obligations” of ASTREX INC. (the “Borrower”) to the Bank, all as

set forth in more detail therein.  On or

about August 31, 1998, the Bank, T. F. Cushing, Inc. and the Borrower entered

into a certain Amendment No. 1 to Credit and Security Agreement, dated as of

August 31, 1998 (“Amendment No. 1”), and each Guarantor executed and delivered

a Guaranty Confirmation Agreement dated as of August 31, 1998 in connection

therewith.  On or about December 18,

1998, the Bank, T. F. Cushing, Inc. and the Borrower entered into a certain

Amendment No. 2 to Credit and Security Agreement, dated as of December 18,

1998  (“Amendment No. 2”), and each

Guarantor executed and delivered a Guaranty Confirmation Agreement dated as of

December 18, 1998 in connection therewith. On or about May 14, 1999, the Bank,

T. F. Cushing, Inc. and the Borrower entered into a certain Amendment No. 3 to

Credit and Security Agreement, dated as of May 14, 1999  (“Amendment No. 3”), and each Guarantor executed

and delivered a Guaranty Confirmation Agreement (With Modifications) dated as

of May 14, 1999 in connection therewith. 

The Bank has assigned its rights with respect to the Guaranteed

Obligations to the Lender, and the Lender, the Guarantors, and the Borrower now

desire to enter into a certain Amendment No. 4 to Credit and Security Agreement

dated of even or substantially even date herewith (“Amendment No. 4”).




 




Each Guarantor shall derive substantial benefits, financial and

otherwise, from the execution and delivery of such Amendment No. 4 and any

agreement or instrument executed in connection therewith (including without

limitation any and all amended and restated revolving credit notes and any and

all term loan notes).




 




The Lender is only willing to enter into such Amendment No. 4  if, among other things, each Guarantor

executes and delivers this Agreement.




 




NOW, THEREFORE, in consideration of the premises, and for other

good and valuable consideration, the receipt and sufficiency which are hereby

acknowledged, and to induce the granting of any further credit by the Lender to

the Borrower, the parties hereto hereby agree as follows:




 




1.             Each Guarantor

hereby represents, warrants, confirms and covenants to the Lender that (i) its

Guaranty (and any related mortgage) remains in full force and effect, (ii) its

Guaranty (and any related mortgage) remains the legal, valid and binding

obligation of such




 





























 




Guarantor,

enforceable in accordance with its terms, (iii) such Guarantor has no claims, counterclaims,

defenses or offsets against the Lender, whether relating to its Guaranty (or

any mortgage) or otherwise and (iv) pursuant to the provisions of

the Guaranty of such Guarantor, the obligations of the Borrower guaranteed by

the Guarantor pursuant to the Guaranty include without limitation, for the

avoidance of any doubt, all principal, interest, costs and expenses (including

attorneys’ fees) under the Notes and any and all obligations under any swap or

hedging agreements.  Pursuant to the

applicable terms and provisions of each Guaranty, neither the modifications set

forth or to be set forth in said Amendment No. 1, Amendment No. 2, Amendment

No. 3 or Amendment No. 4 (or in any other agreement or instrument) shall impair

the obligations of each Guarantor under its Guaranty.




 




2.             Each of the

Guarantors acknowledges to the Lender that the Guaranteed Obligations include

(without limitation) any and all Letter of Credit Obligations (as defined in

Amendment No. 4).




 




3.             The execution

and delivery of this Agreement (or any other confirmation (past, present or

future)) shall not be construed or interpreted to create a custom or course of

dealing or performance (or any duty or obligation) pursuant to which the Lender

is required to obtain a confirmation or consent from the Guarantor, or to

notify the Guarantor, with respect to any modification or other event or

circumstance.  No such consent or

confirmation or notice shall be necessary in connection with any such

modification or other event or circumstance in order to keep the obligations of

each Guarantor under its Guaranty in full force and effect, said obligations

being unconditional as set forth therein.




 




4.             No amendment,

waiver or other modification of this Agreement shall be effective against a

party hereto unless set forth in writing signed by such party.  This Agreement may be executed in

counterparts.




 




5.             This Agreement

shall (i) be binding upon and inure to the benefit of the parties hereto

and their respective successors and assigns and (ii) shall be governed by

and construed in accordance with the internal laws of the State of Connecticut.




 




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IN WITNESS WHEREOF, the parties hereto have executed and delivered

this Agreement as of the day and year first written above.




 




	

   


  	

   


  
	

   


  	

  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


  
						





 




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