**EXHIBIT10(b)**

** **

**THIRD AMENDED AND RESTATEDREVOLVINGCREDIT PROMISSORY NOTE**

 
| $3,150,000.00 |   | 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 ofThree 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 theCredit and Security Agreement referred to below) made by the Lender to theBorrower pursuant to the Credit and Security Agreement, together with interestthereon as provided for below.  Allcapitalized terms unless defined herein shall have the meanings assigned tothem in the Credit and Security Agreement.

 

1.             **Payment of Principal.**  Borrower shall pay the outstanding principal balance of eachRevolving 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 balanceof the Revolving Credit Loans outstanding from time to time at the applicablerate or rates set forth in the Credit and Security Agreement dated July 9, 1997between the Borrower, T.F. Cushing, Inc. and the Lender, as amended,supplemented or otherwise modified from time to time (the “Credit and SecurityAgreement”).  Interest shall be payable,in arrears, and on each Revolving Credit Interest Payment Date and shall alsobe 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 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 the Revolving Credit Loansshall be made in accordance with Section 1.7 of the Credit and SecurityAgreement.

 

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4.             **Expenses.**  Borrowershall pay or reimburse the Lender, on demand, for all costs and expenses,including, but not limited to, the reasonable fees and disbursements of legalcounsel, appraisers, accountants and other experts employed by the Lender,incurred in the administration, preservation, defense, protection, orcollection or other enforcement of this Note or in foreclosing or otherwiseenforcing any security interest securing the payment of this Note or insustaining or protecting the lien or priority of any such security interest, orin attempting to do any of the foregoing.

 

5.             **Credit and Security Agreement; Lender’s Records.**  This Note evidences Revolving Credit Loansunder, and has been executed and delivered by the Borrower in accordance with,the terms and conditions of the Credit and Security Agreement, which Credit andSecurity Agreement, among other things, contains provisions with respect toprepayment (optional and mandatory), and the acceleration of the unpaidprincipal of, and accrued and unpaid interest on the Revolving Credit Loansupon the occurrence and at any time during the continuance of any Event ofDefault.  The Lender is entitled to thebenefits of the Credit and Security Agreement and the other Financing Documentsand may enforce the covenants and other agreements of the Borrower containedtherein, and the Lender may exercise the respective rights, remedies and powersprovided for thereby or otherwise available in respect thereof, all inaccordance with the respective terms thereof.

 

The records of the Lendershall be prima facie evidence of the Revolving Credit Loans, any accruedinterest thereon and all principal and interest payments made in respectthereof; provided, that no failure of the Lender to timely record anytransaction, or any error therein, shall in any way affect or impair anyliability or other obligation of the Borrower to the Lender.

 

6.             **Certain Waivers.** Borrower and any indorser hereof or any other party hereto or anyguarantor hereof (collectively, the “Obligors”) and each of them (i) waive(s)presentment, diligence, protest, demand, notice of demand, notice of acceptanceor reliance, notice of non-payment, notice of dishonor, notice of protest andall other notices to parties in connection with the delivery, acceptance,performance, default or enforcement of this Note, any indorsement or guarantyof this Note, or any collateral or other security; (ii) consent(s) to any andall delays, extensions, renewals or other modifications of this Note, any otherFinancing Document or the debt(s) or collateral evidenced hereby or thereby orany waivers of any term hereof or thereof, any release, surrender, taking ofadditional, substitution, exchange, failure to perfect or record any interestin, failure to preserve or realize upon, failure to lawfully dispose of, or anyother impairment of, any collateral or other security, or any other failure toact 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 assentfrom any of the Obligors) and agree(s) that none of the foregoing shallrelease, discharge or otherwise impair any of their liabilities; (iii) agree(s)that the full or partial release or discharge of any Obligor(s) shall notrelease, discharge or otherwise impair the liabilities of any other Obligor(s);and (iv) waive(s) any defenses based on suretyship or impairment of collateral.

 

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7.             **Commercial Transaction: Jury Waiver.**  (a) THE BORROWER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THISNOTE IS A PART IS A “COMMERCIAL TRANSACTION” WITHIN THE MEANING OF CHAPTER 903aOF THE CONNECTICUT GENERAL STATUTES, AS AMENDED, AND THAT ANY MONIES, PROPERTYOR SERVICES WHICH ARE THE SUBJECT OF SUCH TRANSACTION ARE NOT FOR PERSONAL,FAMILY OR HOUSEHOLD PURPOSES.  THEBORROWER HEREBY WAIVES ANY RIGHT WHICH BORROWER MIGHT HAVE TO A NOTICE AND AHEARING, UNDER SECTIONS 52-278a-52-278g, INCLUSIVE, OF THE CONNECTICUT GENERALSTATUTES, AS AMENDED, OR OTHER APPLICABLE FEDERAL OR STATE LAW.  IN THE EVENT THE LENDER (OR ITS SUCCESSORSOR ASSIGNS) SEEKS ANY PREJUDGMENT REMEDY IN CONNECTION WITH THIS NOTE, THECREDIT AND 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 a claim or defense.

 

9.             **Governing Law.**  This Noteshall be governed by, and construed and interpreted in accordance with the lawsthe State of Connecticut, without regard to its rules pertaining to conflictsof laws thereunder.

 

10.           **Amended and Restated Note.**  This Note (i) amends and restates the Second Amended and RestatedRevolving Credit Promissory Note, dated May 14, 1999, from the Borrower toFleet National Bank (the “Existing Note”), (ii) evidences, in addition to anyRevolving Credit Loans made by the Lender on or after the date hereof, anyRevolving Credit Loans outstanding as of the date hereof and previouslyevidenced by the Existing Note and (iii) and is a modification with respect to,and does not constitute a novation of, any such outstanding Revolving CreditLoans.

 

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 Revolving Credit Loans.

 

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

 

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

 

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