EXHIBIT 10(D)
REVOLVING CREDIT PROMISSORY NOTE
$2,500,000.00 Stamford, Connecticut
July 9, 1997
FOR VALUE RECEIVED, ASTREX INC., a Delaware corporation (the "Borrower"),
hereby unconditionally promises to pay to the order of Fleet National Bank (the
"Lender" or "Bank"), at the office of the Lender located at One Landmark Square,
Stamford, Connecticut, 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 Two Million Five Hundred Thousand Dollars ($2,500,000.00) or,
if less, the aggregate unpaid amount of all Revolving Credit Loans (as defined
in the Credit and Security Agreement referred to below) made by the Lender to
the Borrower pursuant to the Credit and Security Agreement, 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 each Revolving 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 balance of the Revolving Credit Loans outstanding
from time to time at the applicable rate or rates set forth in Credit and
Security Agreement, dated of even date herewith between the Borrower, T.F.
Cushing, Inc. and the Lender, as same may be amended, supplemented or otherwise
modified from time to time (the "Credit and Security Agreement"). Interest shall
be payable, in arrears, and on each Revolving Credit Interest Payment Date and
shall also be 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 rate hereunder shall, at the option
of the Lender, be increased to the Revolving Credit 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 Revolving Credit Loans 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,
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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 security interest, or in attempting to do any of the foregoing.
5. CREDIT AND SECURITY AGREEMENT; LENDER'S RECORDS. This Note evidences
Revolving Credit Loans 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
Revolving Credit Loans 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 the 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 Revolving
Credit Loans, 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 waivers 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
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WAIVES ANY RIGHT WHICH BORROWER MIGHT HAVE TO A NOTICE AND A HEARING, UNDER
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 a 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.
IN WITNESS WHEREOF, the Borrower has executed and delivered this Note as of
the day and year first written above.
WITNESS: ASTREX, INC.
BY: /S/ EDWARD A. WEISS BY: /S/ IRENE S. MARCIC
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Name: Edward A. Weiss Name: Irene S. Marcic
Title: Vice President