**EXHIBIT 10(c)**

 

AMENDEDAND 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 promisesto pay to the order of FLEET CAPITAL CORPORATION (the “Lender”), at the officeof the Lender located at 200 Glastonbury Boulevard, Glastonbury, Connecticut06033, or such other office as the holder hereof may designate, in lawful moneyof the United States and in immediately available funds, the principal sum ofEight Hundred Fifty Thousand Dollars ($850,000.00), together with interestthereon as provided for below.  Allcapitalized terms unless defined herein shall have the meanings assigned to themin the Credit and Security Agreement.

 

1.             **Payment of Principal.**  Borrower shall pay the outstanding principalbalance 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 balanceof the Term Loan outstanding from time to time at the applicable rate or ratesset forth in Credit and Security Agreement, dated July 9, 1997 between theBorrower, T.F. Cushing, Inc. and the Lender, as amended, supplemented orotherwise modified from time to time (the “Credit and SecurityAgreement”).  Interest shall be payable,in arrears, and on each Term Loan Interest Payment Date and shall also bepayable on the Term Loan Maturity Date. Anything contained in this Note to the contrary notwithstanding, duringany period in which an Event of Default is continuing, the interest ratehereunder 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 theLender.

 

Interest shall commence toaccrue on the date hereof and shall continue to accrue until all principalhereof is paid in full (whether before or after maturity or judgment).  Interest under this Note shall be computedon the basis of a year of three hundred sixty (360) days and the actual numberof days elapsed.

 

3.             **Optional and Mandatory Prepayments.**  Optional and mandatory prepayments of theTerm Loan shall be made in accordance with Section 1.7 of the Credit andSecurity Agreement.

 

4.             **Expenses.**  Borrower shall pay or reimburse the Lender,on demand, for all costs and expenses, including, but not limited to, thereasonable fees and disbursements of legal counsel, appraisers, accountants andother experts employed by the Lender, incurred in the administration,preservation, defense, protection, or collection or other enforcement of thisNote or in foreclosing or otherwise enforcing any security interest securingthe payment of this Note or in sustaining or protecting the lien or priority ofany such interest, or in attempting to do any of the foregoing.

 

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5.             **Credit and Security Agreement; Lender’s Records.**  This Note evidences the Term Loan under, andhas been executed and delivered by the Borrower in accordance with, the termsand conditions of the Credit and Security Agreement, which Credit and SecurityAgreement, among other things, contains provisions with respect to prepayment(optional and mandatory), and the acceleration of the unpaid principal of, andaccrued and unpaid interest on the Term Loan upon the occurrence and at anytime during the continuance of any Event of Default.  The Lender is entitled to the benefits of the Credit and SecurityAgreement and other Financing Documents and may enforce the covenants and otheragreements of the Borrower contained therein, and the Lender may exercise therespective rights, remedies and powers provided for thereby or otherwiseavailable in respect thereof, all in accordance with the respective termsthereof.

 

The records of the Lendershall be prima facie evidence of the Term Loan, any accrued interest thereonand all principal and interest payments made in respect thereof; provided, thatno failure of the lender to timely record any transaction, or any errortherein, shall in any way affect or impair any liability or other obligation ofthe Borrower to the Lender.

 

6.             **Certain Waivers. **Borrower andany 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 othernotices 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 FinancingDocument or the debt(s) or collateral evidenced hereby or thereby or any waivesof any term hereof or thereof, any release, surrender, taking of additional,substitution, exchange, failure to perfect or record any interest in, failureto preserve or realize upon, failure to lawfully dispose of, or any otherimpairment of , any collateral or other security, or any other failure to actby the Lender or any other forbearance or indulgence shown by the Lender, fromtime to time, and in one or more instances (without notice to or assent fromany 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 thefull 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 ACKNOWLEDGESTHAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A “COMMERCIAL TRANSACTION”WITHIN THE MEANING OF CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES, ASAMENDED, AND THAT ANY MONIES, PROPERTY OR SERVICES WHICH ARE THE SUBJECT OFSUCH TRANSACTION ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES.  THE BORROWER HEREBY WAIVES ANY RIGHT WHICHBORROWER MIGHT HAVE TO A NOTICE AND A HEARING, UNDER

 

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SECTIONS 52-278a-52-278g.  INCLUSIVE, OF THE CONNECTICUT GENERALSTATUTES, AS AMENDED, OR OTHER APPLICABLE FEDERAL OR STATE LAW, IN THE EVENTTHE LENDER (OR ITS SUCCESSORS OR ASSIGNS) SEEKS ANY PREJUDGMENT REMEDY INCONNECTION WITH THIS NOTE.  THE CREDITAND SECURITY AGREEMENT OR ANY OTHER FINANCING DOCUMENT.

 

(b)           **THE BORROWER HEREBY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BYJURY AND THE RIGHT THERETO IN ANY ACTION OR PROCEEDING OF ANY KIND, ARISINGUNDER OR OUT OF, OR OTHERWISE RELATED TO OR OTHERWISE CONNECTED WITH THIS NOTEOR ANY OTHER FINANCING DOCUMENT.**

 

8.             **Binding Nature.**  ThisNote shall bind the Borrower and Borrower’s successors and assigns and shallinure to the benefit of the Lender and its successors and assigns.  The term “Lender” as used herein shallinclude, in addition to the Lender, any successors, indorsees, or otherassignees of Lender and shall also include any other holder of this Note.  Any transferee of this Note shall have therights of a holder in due course under Article 3 of the Connecticut UniformCommercial Code if the transferee took rights under this Note in good faith forvalue and without notice of claim or defense.

 

9.             **Governing Law. **This Note shallbe governed by, and construed and interpreted in accordance with the laws theState of Connecticut, without regard to its rules pertaining to conflicts oflaws 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 “ExistingNote”), (ii) evidences, in addition to any portion of the Term Loan made by theLender on or after the date hereof, any portion of the Term Loan outstanding asof the date hereof and previously evidenced by the Existing Note and (iii) andis a modification with respect to, and does not constitute a novation of, anysuch outstanding portion of the Term Loan.

 

Anything contained herein tothe contrary notwithstanding, and in addition to, and not in limitation of, anyother obligations of the Borrower hereunder, the Borrower shall pay to theLender in accordance with the Credit and Security Agreement any unpaid interestwhich has accrued under the Existing Note, as of the date hereof, on anyoutstanding portion of the Term Loan.

 

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IN WITNESS WHEREOF, theBorrower has executed and delivered this Note as of the day and year firstwritten above.

 

 
| WITNESS: | ASTREX, INC.      |
|----------|-------------------|
|     |              |
|     |              |
| /s/      | Mary Murphy       |   | By: | /s/ | Michael  McGuire |   |
| Name:    |              |
|     |              |
|     |              |
| /s/      | Lori A. Sarnataro |   |   |
| Name:    |              |

 

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