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EXHIBIT 10.7
REAFFIRMATION OF GUARANTY AND NEGATIVE PLEDGE AGREEMENT
In order to induce Bank of America National Trust and Savings
Association and BankBoston, N.A. (collectively, the "Lenders") to execute and
deliver that certain Amended and Restated Multicurrency Credit Agreement of even
date herewith (the "Amended Credit Agreement"), among the Lenders, Bank of
America National Trust and Savings Association, in its capacity as agent for the
Lenders ("Agent"), C.P. Clare Corporation and C.P. Clare N.V., each of the
undersigned here reaffirms its obligations under (i) the Guaranty executed in
favor of Agent and the Lenders (the "Guaranty") and (ii) the Negative Pledge
Agreement executed in favor of Agent and the Lenders (the "Negative Pledge
Agreement").
Each of the undersigned further agrees that (i) the Guaranty and
Negative Pledge Agreement shall remain in full force and effect following the
execution and delivery of the Amended Credit Agreement and (ii) that all
references in the Guaranty and the Pledge Agreement to the "Credit Agreement"
shall be deemed to refer to the Amended Credit Agreement as otherwise amended,
supplemented or otherwise modified from time to time. Except as set forth in the
immediately preceding sentence, the Guaranty and the Negative Pledge Agreement
shall remain unmodified and in full force and effect. This Reaffirmation of
Guaranty and Negative Pledge Agreement is dated as of March 6, 1998.
Xxxxxx X. Xxxxxxxx, as Director of the following:
Clare Instruments, Inc. Clare Services, Inc.
Clare Capital, Inc. Clare Mexicana de c.v.
Clare Technologies, Inc. Clare Systems, Inc.
Clare Components, Inc. Clare Electronics, Inc.
Clare Engineering N.V. Clare Canada, Ltd.
C.P. Clare Electronics, GmbH
Clare France S.A.R.L.
C.P. Clare Foreign Sales Corporation
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxx as Supervisor of the following:
Clare Technologies (Taiwan) Inc.
/s/ Xxxxxx X. Xxxxx
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