**EXHIBIT 10(d)**

 

**GUARANTYCONFIRMATION 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”).

 

**RE 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 tothe Bank the full and prompt payment and performance when due of the“Guaranteed Obligations” of ASTREX INC. (the “Borrower”) to the Bank, all asset forth in more detail therein.  On orabout August 31, 1998, the Bank, T. F. Cushing, Inc. and the Borrower enteredinto a certain Amendment No. 1 to Credit and Security Agreement, dated as ofAugust 31, 1998 (“Amendment No. 1”), and each Guarantor executed and delivereda Guaranty Confirmation Agreement dated as of August 31, 1998 in connectiontherewith.  On or about December 18,1998, the Bank, T. F. Cushing, Inc. and the Borrower entered into a certainAmendment No. 2 to Credit and Security Agreement, dated as of December 18,1998  (“Amendment No. 2”), and eachGuarantor executed and delivered a Guaranty Confirmation Agreement dated as ofDecember 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 toCredit and Security Agreement, dated as of May 14, 1999  (“Amendment No. 3”), and each Guarantor executedand delivered a Guaranty Confirmation Agreement (With Modifications) dated asof May 14, 1999 in connection therewith. The Bank has assigned its rights with respect to the GuaranteedObligations to the Lender, and the Lender, the Guarantors, and the Borrower nowdesire to enter into a certain Amendment No. 4 to Credit and Security Agreementdated of even or substantially even date herewith (“Amendment No. 4”).

 

Each Guarantor shall derive substantial benefits, financial andotherwise, from the execution and delivery of such Amendment No. 4 and anyagreement or instrument executed in connection therewith (including withoutlimitation any and all amended and restated revolving credit notes and any andall term loan notes).

 

The Lender is only willing to enter into such Amendment No. 4  if, among other things, each Guarantorexecutes and delivers this Agreement.

 

NOW, THEREFORE, in consideration of the premises, and for othergood and valuable consideration, the receipt and sufficiency which are herebyacknowledged, and to induce the granting of any further credit by the Lender tothe Borrower, the parties hereto hereby agree as follows:

 

1.             Each Guarantorhereby represents, warrants, confirms and covenants to the Lender that (i) itsGuaranty (and any related mortgage) remains in full force and effect, (ii) itsGuaranty (and any related mortgage) remains the legal, valid and bindingobligation 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 (orany mortgage) or otherwise**and (iv) pursuant to the provisions ofthe Guaranty of such Guarantor, the obligations of the Borrower guaranteed bythe Guarantor pursuant to the Guaranty include without limitation, for theavoidance of any doubt, all principal, interest, costs and expenses (includingattorneys’ fees) under the Notes and any and all obligations under any swap orhedging agreements.  Pursuant to theapplicable terms and provisions of each Guaranty, neither the modifications setforth or to be set forth in said Amendment No. 1, Amendment No. 2, AmendmentNo. 3 or Amendment No. 4 (or in any other agreement or instrument) shall impairthe obligations of each Guarantor under its Guaranty.

 

2.             Each of theGuarantors acknowledges to the Lender that the Guaranteed Obligations include(without limitation) any and all Letter of Credit Obligations (as defined inAmendment No. 4).

 

3.             The executionand delivery of this Agreement (or any other confirmation (past, present orfuture)) shall not be construed or interpreted to create a custom or course ofdealing or performance (or any duty or obligation) pursuant to which the Lenderis required to obtain a confirmation or consent from the Guarantor, or tonotify the Guarantor, with respect to any modification or other event orcircumstance.  No such consent orconfirmation or notice shall be necessary in connection with any suchmodification or other event or circumstance in order to keep the obligations ofeach Guarantor under its Guaranty in full force and effect, said obligationsbeing unconditional as set forth therein.

 

4.             No amendment,waiver or other modification of this Agreement shall be effective against aparty hereto unless set forth in writing signed by such party.  This Agreement may be executed incounterparts.

 

5.             This Agreementshall (i) be binding upon and inure to the benefit of the parties heretoand their respective successors and assigns and (ii) shall be governed byand construed in accordance with the internal laws of the State of Connecticut.

 

2

----

 

IN WITNESS WHEREOF, the parties hereto have executed and deliveredthis 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 |
|        |                           |  |  |  |  |

 

3

----