AMENDED AND RESTATED TERM LOAN PROMISSORY NOTE









EXHIBIT 10(c)




 




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.




 




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 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




 




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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.




 




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.




 




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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:


  	

   


  





 




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