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EXHIBIT 10.3
REVOLVING NOTE
$20,000,000.00 March 6, 1998
FOR VALUE RECEIVED, each of the undersigned, C.P. Clare
Corporation, a Massachusetts corporation ("Clare") and C.P. Clare N.V., a
Belgian corporation ("C.P. Clare N.V.", and together with Xxxxx, the
"Borrowers"), hereby unconditionally, and jointly and severally, promise to pay
to the order of Bank of America National Trust and Savings Association (the
"Lender") on June 30, 2001 the principal sum of Twenty Million Dollars
($20,000,000) or, if different, the aggregate unpaid principal amount of all
Revolving Loans made by the Lender pursuant to that certain Amended and Restated
Multicurrency Credit Agreement of even date herewith (as the same may be
amended, modified, extended, renewed, restated or supplemented from time to
time, the "Credit Agreement"), among the Borrowers, the various financial
institutions (including the Lender) as are, or may from time to time become,
parties thereto, and Bank of America National Trust and Savings Association, as
agent as provided therein, regardless of whether such principal amount is shown
on the schedule attached hereto (or any continuation thereof).
The Borrowers further unconditionally, and jointly and
severally, promise to pay interest on the unpaid principal amount hereof from
time to time outstanding from the date hereof until maturity (whether by
acceleration or otherwise) and, after maturity and/or judgment, until paid, at
the rate per annum and on the dates specified in the Credit Agreement.
Payments of both principal and interest are to be made in
lawful money of the United States of America in same day or immediately
available funds to the account designated by the agent pursuant to the Credit
Agreement.
This Note is one of the Revolving Notes referred to in, and
evidences Indebtedness incurred under, the Credit Agreement, to which reference
is made for a statement of the terms and conditions on which the Borrowers are
permitted and required to make prepayments and repayments of principal of the
Indebtedness evidenced by this Note and on which such Indebtedness may be
declared to be immediately due and payable. Unless otherwise defined, terms used
herein have the meanings provided in the Credit Agreement.
This Note shall be in substitution for a replacement of that
certain Revolving Note dated September 11,1995 executed by the Borrowers to the
order of Bank of America National Trust and Savings Association, formerly known
as Bank of America Illinois,. in the original principal amount of Ten Million
Dollars ($10,000,000.00) (the "Original Note"). The indebtedness evidenced by
the Original Note is continuing indebtedness and nothing contained herein shall
be deemed to constitute payment, settlement or a novation
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of the Original Note or release or otherwise adversely affect any lien or
security interest securing such indebtedness
ALL PARTIES HERETO, WHETHER AS MAKERS, ENDORSERS, OR
OTHERWISE, SEVERALLY WAIVE PRESENTMENT FOR PAYMENT, DEMAND, PROTEST AND NOTICE
OF DISHONOR.
THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE
OF ILLINOIS.
C.P. CLARE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
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Title: President
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C.P. CLARE N.V.
By: /s/ Xxxxxx X. Xxxxxxxx
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Title: Director
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