Exhibit 10.5

    

    

      Execution Version

      Littelfuse, Inc.

       

      
        


       

      First Amendment

      Dated as of May 18, 2022

       

      to

       

      Note Purchase Agreement

      Dated as of November 15, 2017

       

      
        


       

      Re: $50,000,000 3.48% Senior Notes, Series A, due February 15, 2025

      $125,000,000 3.78% Senior Notes, Series B, due February 15, 2030

      
         

        

        First Amendment to 2017 note agreement 

         

        

      

      
        
          


      

      
      First Amendment to Note Purchase Agreement

       

      This First Amendment dated as of May 18, 2022 (the or this “First




            Amendment”) to the Note Purchase Agreement dated November 15, 2017 is between Littelfuse, Inc., a Delaware corporation (the “Company”) and each of the institutions which is a signatory to this
          First Amendment (collectively, the “Noteholders”).

       

      Recitals:

       

      A.          The Company and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated November 15, 2017 (the “Note Purchase Agreement”). 




        The Company has heretofore issued (i) $50,000,000 aggregate principal amount of its 3.48% Senior Notes,
        Series A, due February 15, 2025 (the “Series A Notes”) and (ii) $125,000,000 aggregate principal amount of its 3.78% Senior Notes, Series B, due February 15, 2030 (the “Series




          B Notes”; collectively with the Series B Notes, the “Notes”) pursuant to the Note Purchase Agreement.  The Noteholders are the holders of at least 51% of the outstanding principal amount of the
        Notes.

       

      B.          The Company and the Noteholders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

       

      C.           Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.

       

      D.          All requirements of law have been fully complied with and all other acts and things necessary to make this First Amendment a valid, legal and binding instrument according to its terms
        for the purposes herein expressed have been done or performed.

       

      Now, therefore, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this First Amendment set forth in Section 3.1 hereof, and in consideration
          of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

       

      Section 1.            Amendments.

       

      Section 1.1.         Section 1.3 of the Note Purchase Agreement shall be and is hereby amended by replacing “Consolidated Leverage Ratio” where it appears therein with “Consolidated Net Leverage Ratio”.

       

      Section 1.2.          The Note Purchase Agreement shall be and is hereby amended by replacing “Littelfuse Netherland C.V.” where it appears therein with “Littelfuse Netherlands B.V.”.

       

      
        1

        
          


      

      
      Section 1.3.          Section 10.6(i) of the Note Purchase Agreement shall be and is hereby amended in its entirety and replaced with the following:

       

      “(i)          Liens on assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries permitted under Section 10.7 and in an aggregate amount not to exceed the
        Threshold Amount at any one time outstanding, and any refinancings, refundings, replacements, renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount
        secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, replacement, renewal or
        extension and by an amount equal to any existing commitments unutilized thereunder, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any extension, renewal or replacement of the obligations secured or
        benefited thereby is permitted by Section 10.7;”

       

      Section 1.4.           Section 11(f) of the Note Purchase Agreement shall be and is hereby amended in its entirety and replaced with the following:

       

      “(f)        (i) the Company or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make‐whole amount or
        interest on any Indebtedness that is outstanding in an aggregate principal amount of at least the Threshold Amount (or its equivalent in the relevant currency of payment) beyond any period of grace provided with respect thereto, or (ii) the Company
        or any Subsidiary is in default in the performance of or compliance with any term of any evidence of any Indebtedness in an aggregate outstanding principal amount of at least the Threshold Amount (or its equivalent in the relevant currency of
        payment) or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled to
        declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time
        or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), (x) the Company or any Subsidiary has become obligated to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled
        dates of payment in an aggregate outstanding principal amount of at least the Threshold Amount (or its equivalent in the relevant currency of payment), or (y) one or more Persons have the right to require the Company or any Subsidiary so to
        purchase or repay such Indebtedness; or”

       

      Section 1.5.           Section 10.7 of the Note Purchase Agreement shall be and is hereby amended in its entirety and replaced with the following:

       

      
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      “Section 10.7.  Financial Covenants. 

       

      (a)           Consolidated Net Leverage Ratio.  The Company will not permit its Consolidated Net Leverage Ratio at the end of any fiscal
        quarter to exceed 3.50:1.00; provided that, upon notice by the Company to the holders of Notes, as of the last day of each of the four consecutive fiscal quarters immediately following a Qualified
        Acquisition (the “Adjustment Period”), such ratio may be greater than 3.50 to 1.00, but in no event greater than 4.00 to 1.00, and in which event, the Company shall be obligated to pay the Incremental
        Interest provided for in Section 1.3; provided further that in no event may the Consolidated Net Leverage Ratio be greater than 3.50 to 1.00 following a Qualified Acquisition on more than three (3) separate
        occasions during the term of this Agreement and the Consolidated Net Leverage Ratio may not exceed 3.50 to 1.00 for at least two (2) consecutive fiscal quarters in between each Adjustment Period.  The Consolidated Net Leverage Ratio will be
        calculated at the end of each fiscal quarter, using the results of the twelve-month period ending with that fiscal quarter, it being understood that to the extent any Qualified Acquisition shall have occurred during such period, the Consolidated
        Net Leverage Ratio shall be calculated as if such acquisition occurred at the beginning of such period.

       

       Notwithstanding the foregoing, if any Material Credit Facility includes provisions related to a leverage ratio (including any substantially similar concepts and any related
        definitions, the “MFL Leverage Covenant Provisions”) and such MFL Leverage Covenant Provisions are more favorable to the lenders thereunder (including, without limitation, if the leverage ratio in such
        Material Credit Facility is calculated on a gross basis), such MFL Leverage Covenant Provisions will be incorporated herein, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on
        the date on which such MFL Leverage Covenant Provisions are effective under such Material Credit Facility.

       

      (b)          Consolidated Interest Coverage Ratio.  The Company will not permit its Consolidated Interest Coverage Ratio at the end of
        any fiscal quarter to be less than 2.50:1.00.  The Consolidated Interest Coverage Ratio will be calculated at the end of each fiscal quarter, using the results of the twelve-month period ending with that fiscal quarter.  Notwithstanding the
        foregoing, if any Material Credit Facility includes provisions related to a consolidated interest coverage ratio (including any substantially similar concepts and any related definitions, the “MFL Interest Coverage
          Covenant Provisions”; and together with the MFL Leverage Covenant Provisions, the “MFL Covenant Provisions”) and such MFL Interest Coverage Covenant
        Provisions are more favorable to the lenders thereunder, such MFL Interest Coverage Covenant Provisions will be incorporated herein, mutatis mutandi, as if set forth fully in this Agreement, effective
        beginning on the date on which such MFL Interest Coverage Covenant Provisions are effective under such Material Credit Facility.  For purposes of clarification, as of May 18, 2022, the minimum Consolidated Interest Coverage Ratio under this Section
        10.7(b) shall be 3.00 to 1.00.”

       

      

      
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       (c)        With respect to clauses (a) and (b) of this Section 10.7, (i) provided that no Default or Event of Default has occurred and
        is then continuing, if such MFL Covenant Provision is subsequently amended or modified in the Material Credit Facility, such amendment or modification shall be deemed incorporated by reference into this Agreement, mutatis




          mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective in the Material Credit Facility, (ii) provided, further, that
        the Consolidated Net Leverage Ratio shall never exceed 3.50:1.00 or, subject to Section 10.7(a), immediately following a Qualified Acquisition, such ratio shall never exceed 4.00 to 1.00, (iii) provided, further,
        that the minimum Consolidated Interest Coverage Ratio shall never be less than 2.50 to 1.00 under clause (b) of this Section 10.7, and (iv) provided, further, that in the event that any fee is paid to any
        party under the Material Credit Facility solely to effectuate any amendment or modification of such MFL Covenant Provision, the holders of the Notes shall have received an Equivalent Fee on a pro rata basis
        prior to or concurrently with the effectiveness of any such amendment or modification.  “Equivalent Fee” means an amount equal to the percentage determined by dividing the fee paid under the Material Credit
        Facility by the principal outstanding amount under the Material Credit Facility multiplied by the aggregate outstanding principal amount of the Notes.

       

      (d)          Priority Debt.  The Company will not permit its Priority Debt to exceed 25% of Consolidated Total Assets as of the last day
        of any fiscal quarter of the Company.”

       

      Section 1.6.           Section 11(j) of the Note Purchase Agreement shall be and is hereby amended in its entirety and replaced with the following:

       

      “(j)          one or more final judgments or orders for the payment of money aggregating in excess of the Threshold Amount (or its equivalent in the relevant currency of payment
        and to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), including any such final order enforcing a binding arbitration decision, are rendered against one or more of the Company and its
        Subsidiaries and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or”

       

      Section 1.7.           The definition of “Consolidated EBITDA” in Schedule A of the Note Purchase Agreement shall be and is hereby amended to read as follows:
        

      

      

      “‘Consolidated EBITDA’ means, for any period, for the Company and its Subsidiaries on a
        consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income and without duplication: (i)
        Consolidated Interest Charges for such period, (ii) the provision for federal, state, local and foreign income taxes payable by the Company and its Subsidiaries for such period, (iii) the amount of depreciation and amortization expense for such
        period, (iv) other expenses (excluding depreciation and amortization) of the Company and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, and (v) acquisition and
        integration expenses incurred by the Company and its Subsidiaries during such period in an aggregate amount not to exceed fifteen percent (15%) of Consolidated EBITDA for such period prior to giving effect to all add‐backs pursuant to this clause
        (v) for such period and minus (b) all non‐cash items increasing Consolidated Net Income for such period.”

        

      

      
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      Section 1.8.           The definition of “Consolidated Net Income” in Schedule A of the Note Purchase Agreement shall be and is hereby amended to read as follows:

       

      “‘Consolidated Net Income’ means, for any period, for the Company and its Subsidiaries on a
        consolidated basis, the net income of the Company and its Subsidiaries (excluding extraordinary gains but including extraordinary losses) for that period; provided that Consolidated Net Income shall exclude
        any income (or loss) for such period of any Person if such Person is not a Subsidiary, except that the Company’s equity in the net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amount of
        cash actually distributed by such Person during such period to the Company or a Subsidiary as a dividend or other distribution.”

       

      Section 1.9.          The definitions of “Consolidated Leverage Ratio” and “Material Credit Facility” in Schedule A of the Note Purchase Agreement shall be and are each hereby deleted in their entirety.

       

      Section 1.10.         The definition of “Material Credit Facility” in Schedule A of the Note Purchase Agreement shall be and is hereby amended to read as follows:

       

      “‘Material Credit Facility’ means, as to the Company and its Subsidiaries, 

       

      (a)           the 2020 Credit Agreement; 

        

      

      (b)           the 2022 Note Purchase Agreement;

       

      (c)           the 2016 Cross‐Border Note Purchase Agreement; and

       

      (d)           the 2016 Note Purchase Agreement.

       

      (e)           any other agreement(s) creating or evidencing indebtedness for borrowed money entered into by the Company or any Subsidiary, or in respect of which the Company or
        any Subsidiary is an obligor or otherwise provides a guarantee or other credit support, in a principal amount outstanding or available for borrowing equal to or greater than $75,000,000 (or the equivalent of such amount in the relevant currency of
        payment, determined as of the date of the closing of such facility based on the exchange rate of such other currency).”

       

      Section 1.11.          The following shall be added as new definitions in alphabetical order to Schedule A of the Note Purchase Agreement:

       

      “‘2020 Credit Agreement’ means the Credit Agreement dated as of April 3, 2020 among the Company, certain of its Subsidiaries identified
        therein as designated borrowers and certain of its Subsidiaries identified therein as guarantors, Bank of America, N.A., as Agent, and the other lenders party thereto, including any renewals, extensions, amendments, supplements, restatements,
        replacements or refinancing thereof.

       

      

      
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       “2022 Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of May 18, 2022, by and among the Company and the purchasers listed in the Purchaser Schedule attached thereto, as such agreement may
          be further amended, restated, supplemented, modified, refinanced, extended or replaced.

       

      “Available Cash” means cash and Cash Equivalents of the Company and Subsidiary Guarantors on hand and on deposit or otherwise located in the United States on the applicable date of determination, other
          than cash or Cash Equivalents which are (a) listed or should be listed as “restricted” on the consolidated balance sheet of the Company as of such date, (b) subject to a Lien in favor of any Person (other than de




            minimus Liens of an account bank for ordinary account fees), or (c) not otherwise generally available for use by the Company and Subsidiary Guarantors.

       

      “Cash Equivalents” means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and
          credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit with (i) any domestic commercial bank of
          recognized standing having capital and surplus in excess of $500,000,000 or (ii) any bank whose short term commercial paper rating from S&P is at least A‐1 or the equivalent thereof or from Moody’s is at least P‐1 or the equivalent thereof
          (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved
          Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A‐1 (or the equivalent thereof) or better by S&P or P‐1 (or the equivalent thereof) or better by Moody’s and
          maturing within six months of the date of acquisition, (d) marketable short‐term money market and similar funds (including such funds investing a portion of their assets in municipal securities) having a rating of at least P‐1 or A‐1 from either
          S&P or Moody’s, respectively (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Company), (e) repurchase
          agreements entered into by any Person with a bank or trust company or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed or insured by the United States
          government or any agency or instrumentality of the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least
          100% of the amount of the repurchase obligations, (f) investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by reputable
          financial institutions having capital of at least $500,000,000, (g) investment funds investing at least 95% of their assets in securities of the types (including as to credit quality and maturity) described in clauses (b) through (f) above and
          (h) solely with respect to any Foreign Subsidiary, investments of comparable tenor and credit quality to those described in the foregoing clauses (b) through (g) customarily utilized in countries in which such Foreign Subsidiary operates for
          short term cash management purposes.

       

        

      
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      “Consolidated Net Leverage Ratio” means, as of the end of any fiscal quarter, the ratio of (a) Consolidated Funded Indebtedness as of the end of such fiscal quarter minus (x) the
          aggregate amount of Available Cash held by the Company and Subsidiary Guarantors as of the end of such fiscal quarter in an aggregate amount not to exceed the lesser of (i) $400,000,000, or (ii) the aggregate amount of Available Cash permitted to
          be deducted in the calculation of the consolidated net leverage ratio under any Material Credit Facility and (y) Pending Acquisition Debt (if any), to (b) Consolidated EBITDA for the period of the four consecutive fiscal quarters then ending.

       

      “Pending Acquisition Debt” means as of any date of determination, the lesser of:

       

      (1)          the aggregate amount of cash proceeds received and held by or on behalf of the Company or its Subsidiaries in connection with any offering, issuance or other incurrence of Indebtedness
        (“Specified Indebtedness”) in connection with a Pending Transaction; and

       

      (2)          the lowest maximum amount (for the avoidance of doubt, not to be less than $0) that may be deducted as of such date when calculating “Consolidated Funded Indebtedness” (or other
        substantially similar concept and any related definition) for purposes of determining compliance with any leverage ratio financial covenant (or other substantially similar concept and any related definition) in any Material Credit Facility.

       

      provided that the Company may only deduct the aggregate amount of cash proceeds received and held by or on behalf of the Company or its Subsidiaries in connection with Specified Indebtedness for purposes of clause (1) above in
          connection with not more than three Pending Transactions; and

       

      provided, further, that if the Company shall not have delivered to the holders of the Notes evidence that the Company has an investment grade rating from at least two accredited rating
          agencies on a pro forma basis for a Pending Transaction prior to incurring such Specified Indebtedness, the aggregate amount of cash proceeds received and held by or on behalf of the Company or its
          Subsidiaries in connection with such Specified Indebtedness for purposes of clause (1) shall be deemed to be $0; and

       

      provided, further, that if a Pending Acquisition Transaction is not consummated by the date that is 270 days after the offering, issuance or other incurrence of such Specified Indebtedness
          (the “Pending Acquisition Transaction Effective Date”), then from and after the Pending Acquisition Transaction Effective Date (or such later date as the Required Holders may agree), the aggregate amount
          of cash proceeds received and held by or on behalf of the Company or its Subsidiaries in connection with such Specified Indebtedness for purposes of clause (1) shall be deemed to be $0; and

          

        

      
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      provided, further, that if a Pending Refinancing Transaction is not consummated by the date that is 60 days after the offering, issuance or other incurrence of such Specified Indebtedness
          (the “Pending Refinancing Transaction Effective Date”), then from and after the Pending Refinancing Transaction Effective Date (or such later date as the Required Holders may agree), the aggregate amount
          of cash proceeds received and held by or on behalf of the Company or its Subsidiaries in connection with such Specified Indebtedness for purposes of clause (1) shall be deemed to be $0; and

       

      provided, further, that upon and after the consummation of a Pending Transaction, the aggregate amount of any cash proceeds received and still held by or on behalf of the Company or its
          Subsidiaries in connection with such Specified Indebtedness for purposes of clause (1) above shall be deemed to be $0.

       

      “Pending Acquisition Transaction” means any pending acquisition or investment not prohibited under this Agreement in excess of $75,000,000.

       

      “Pending Acquisition Transaction
          Effective Date” has the meaning set forth in the definition of “Pending Acquisition Debt”.

       

      “Pending Refinancing Transaction” means any refinancing, prepayment, repayment, redemption, repurchase, settlement, discharge or defeasance of existing Indebtedness, excluding Indebtedness owed to banks under revolving
          loan facilities.

       

      “Pending Refinancing Transaction
          Effective Date” has the meaning set forth in the definition of “Pending Acquisition Debt”.

       

      “Pending Transaction” means a Pending Acquisition Transaction or a Pending Refinancing Transaction.

       

      “Threshold Amount” means $50,000,000, provided that if any Material Credit Facility includes provisions related to restrictions against Liens or Defaults or Events of
          Default that are set at an amount lower than $50,000,000 (including any substantially similar concepts and any related definitions the “MFL Threshold Amount”), the Threshold Amount in this Agreement will be automatically adjusted to equal such
          lower MFL Threshold Amount, effective beginning on the date on which such MFL Threshold Amount is effective under any Material Credit Facility.  For purposes of clarification, as of May 18, 2022, the Threshold Amount is $25,000,000.”

       

      Section 2.           Representations and Warranties of the Company.

       

      Section 2.1.          To induce the Noteholders to execute and deliver this First Amendment (which representations shall survive the execution and delivery of this First
        Amendment), the Company represents and warrants to the Noteholders that:

         

      
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      (a)         this First Amendment has been duly authorized, executed and delivered by the Company and this First Amendment constitutes the legal, valid and binding obligation of
        the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of
        creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

       

      (b)          the Note Purchase Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligation of the Company enforceable against the Company
        in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general
        principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

       

      (c)         the execution, delivery and performance by the Company of this First Amendment (i) has been duly authorized by all requisite corporate action and, if required,
        shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or the Company’s certificate of incorporation or
        bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon the Company or (3) any provision of any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, shareholders
        agreement or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, except as would not be Material, or (B) result
        in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c);

       

      (d)           as of the date hereof and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing; 

       

      (e)           neither the Company nor any of its Affiliates has paid or agreed to pay any fees or other consideration, or given any additional security or collateral, or
        shortened the maturity or average life of any Indebtedness or permanently reduced any borrowing capacity, in each case, in favor of or for the benefit of any creditor of the Company, any Subsidiary or any Affiliate, in connection with the changes
        contemplated by or similar in nature to the changes in this First Amendment; and

       

      
        
          (f)            the Subsidiary Guaranty is hereby ratified and confirmed by the Subsidiary Guarantors.

        

      

       

      

      
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      Section 3.           Conditions to Effectiveness of This First Amendment.

       

      Section 3.1.         This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:

       

      (a)         executed counterparts of this First Amendment, duly executed by the Company and the holders of at least 51% of the outstanding principal of the Notes, shall have been
        delivered to the Noteholders;

       

      (b)         the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to
        the date hereof; and

       

      (c)           the Company agrees to pay upon demand, the reasonable fees and expenses of Chapman and Cutler LLP, counsel to the Noteholders, in connection with the negotiation,
        preparation, approval, execution and delivery of this First Amendment.

       

      Upon receipt of all of the foregoing, this First Amendment shall become effective.

       

      Section 4.           Miscellaneous.

       

      Section 4.1.          This First Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this First Amendment, all terms, conditions and
          covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

       

      Section 4.2.         Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Amendment may refer to the Note Purchase Agreement without making
          specific reference to this First Amendment but nevertheless all such references shall include this First Amendment unless the context otherwise requires.

       

      Section 4.3.         The descriptive headings of the various Sections or parts of this First Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

       

      Section 4.4.           This First Amendment shall be governed by and construed in accordance with New York law.

       

      Section 4.5.        The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this First Amendment may be executed in any number of counterparts, each executed
          counterpart constituting an original, but all together only one agreement. A facsimile or electronic transmission of a party’s signature page to this First Amendment shall be effective as delivery of a manually
            executed counterpart thereof and shall be admissible into evidence for all purposes.

      

      

      [Signature Pages Follow]

       

      
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      In WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date first written above. 

      

      

      	 	
              Littelfuse, Inc.

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Treasurer

            


      
         

        

        [First Amendment to 2017 Note Purchase Agreement – Littelfuse, Inc.]

         

        

      

      
        
          


      

      
      Accepted and Agreed to: 

       

      	 	
              CARLING TECHNOLOGIES, INC.

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Treasurer

            
	 	 	 
	 	
              HARTLAND CONTROLS HOLDING CORP.

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Assistant Treasurer

            
	 	 	 
	 	
              HARTLAND CONTROLS L.L.C.

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Assistant Treasurer

            
	 	 	 
	 	
              IXYS BUCKEYE, LLC

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Treasurer

            
	 	 	 
	 	
              IXYS INTEGRATED CIRCUITS DIVISION, LLC

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Treasurer

            


       

      
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      Accepted and Agreed to: 

       

      

      	 	
              IXYS LONG BEACH, INC.

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Assistant Chief Financial Officer 

            
	 	 	 
	 	
              IXYS USA, LLC

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Treasurer

            
	 	 	 
	 	
              IXYS, LLC

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Treasurer

            
	 	 	 
	 	
              LFUS LLC

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Treasurer

            
	 	 	 
	 	
              LITTELFUSE COMMERCIAL VEHICLE LLC

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Treasurer

            


      

      

      
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      Accepted and Agreed to: 

       

      	 	
              LITTELFUSE HOLDING, LLC

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Treasurer

            
	 	 	 
	 	
              LITTELFUSE INTERNATIONAL HOLDING, LLC

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Treasurer

            
	 	 	 
	 	
              LITTELFUSE MEXICO HOLDING LLC

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Treasurer

            
	 	 	 
	 	
              MONOLITH SEMICONDUCTOR INC.

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Treasurer

            
	 	 	 
	 	
              PELE TECHNOLOGY, INC.

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Treasurer

            


      

      

      
        -4-

        
          


      

      Accepted and Agreed to: 

      

      

      

      	 	
              REACTION TECHNOLOGY EPI, LLC

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Treasurer

            
	 	 	 
	 	
              REACTION TECH RE, LLC

            
	 	 	 
	 	
              By 

            	/s/ Hans Weinburger
	 	 	
              Name: Hans Weinburger

            
	 	 	
              Title: Manager

            
	 	 	 
	 	
              REACTION TECHNOLOGY INCORPORATED

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Assistant Chief Financial Officer

            
	 	 	 
	 	
              SYMCOM, INC.

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Treasurer

            
	 	 	 
	 	
              ZILOG, INC.

            
	 	 	 
	 	
              By 

            	/s/ Carlos Ramirez
	 	 	
              Name: Carlos Ramirez

            
	 	 	
              Title: Treasurer

            


       

      

      
        -5-

        
          


      

      
      
        
          
            Accepted as of the date first written above.

            

            

            	 	
                    New York Life Insurance Company

                  
	 	 
	 	
                    
                      By:

                    

                  	/s/ Jean J. Wauters
	 	 	
                    Name:

                  	Jean J. Wauters
	 	 	
                    Title:

                  	Corporate Vice President
	 	 	 
	 	
                    We acknowledge that we hold $4,400,000 of the 3.48% Senior Notes, Series A, due February 15, 2025

                  
	 	 
	 	
                    We acknowledge that we hold $10,200,000 of the 3.78% Senior Notes, Series B due February 15, 2030

                  
	 	 	 
	 	
                    New York Life Insurance And Annuity Corporation

                  
	 	 	 
	 	
                    By:

                  	
                    NYL Investors LLC, its Investment Manager

                  
	 	 	 
	 	
                    
                      By:

                    

                  	/s/ Jean J. Wauters
	 	 	
                    Name:

                  	Jean J. Wauters
	 	 	
                    Title:

                  	Director
	 	 
	 	
                    We acknowledge that we hold $3,300,000 of the 3.48% Senior Notes, Series A, due February 15, 2025

                  
	 	 
	 	
                    We acknowledge that we hold $8,000,000 of the 3.78% Senior Notes, Series B due February 15, 2030

                  


            

            

            
              [First Amendment to 2017 Note Purchase Agreement – Littelfuse, Inc.]

               

              

            

            
              -6-

              
                


            

            Accepted as of the date first written above.

            

            

            	 	
                    The Bank Of New York Mellon, A Banking Corporation Organized Under The Laws Of New York, Not In Its Individual Capacity But Solely As Trustee Under That Certain Trust Agreement
                      Dated As Of July 1st, 2015 Between New York Life Insurance Company, As Grantor, John Hancock Life Insurance Company (U.S.A.), As Beneficiary, John Hancock Life Insurance Company Of New York, As Beneficiary, And The Bank Of New York
                      Mellon, As Trustee

                  
	 	 	 
	 	
                    By:

                  	
                    New York Life Insurance Company, its attorney-in-fact

                  
	 	 	 
	 	
                    
                      By:

                    

                  	/s/ Jean J. Wauters
	 	 	
                    Name:

                  	Jean J. Wauters
	 	 	
                    Title: 

                  	Corporate Vice President
	 	 	 
	 	
                    We acknowledge that we hold $300,000 of the 3.48% Senior Notes, Series A, due February 15, 2025

                  
	 	 
	 	
                    We acknowledge that we hold $800,000 of the 3.78% Senior Notes, Series B due February 15, 2030

                  


            
               

              

              [First Amendment to 2017 Note Purchase Agreement – Littelfuse, Inc.]

               

              

            

            
              -7-

              
                


            

            Accepted as of the date first written above.

            

            

            	 	
                    The Northwestern Mutual Life Insurance Company

                  
	 	 	 
	 	
                    
                      By:

                    

                  	
                    Northwestern Mutual Investment 

                  
	 	

                  	
                    Management Company, LLC,

                  
	 	

                  	
                    its investment adviser

                  
	 	 	 
	 	
                    By:

                  	/s/  Michael H.Lenke

                  
	 	

                  	
                    Name:

                  	Michael H.Lenke
	 	

                  	
                    Title:

                    

                  	Managing Director
	 	 	 
	 	
                    We acknowledge that we hold $8,000,000 of the 3.48% Senior Notes, Series A, due February 15, 2025

                  
	 	 
	 	
                    We acknowledge that we hold $18,460,000 of the 3.78% Senior Notes, Series B due February 15, 2030

                  
	 	 	 
	 	
                    The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account

                  
	 	 	 
	 	
                    By:

                  	
                    Northwestern Mutual Investment

                    Management Company, LLC,

                    its investment adviser

                  
	 	 	 
	 	
                    By:

                  	/s/ Michael H.Lenke
	 	

                  	
                    Name:

                  	Michael H.Lenke
	 	 	Title:

                  	Managing Director
	 	 
	 	
                    We acknowledge that we hold $540,000 of the 3.78% Senior Notes, Series B due February 15, 2030

                  


            

            

            
              [First Amendment to 2017 Note Purchase Agreement – Littelfuse, Inc.]

               

              

            

            
              -8-

              
                


            

            Accepted as of the date first written above.

            

            

            	 	
                    The Prudential Insurance Company of America

                  
	 	  
	 	
                    By:

                  	
                    PGIM, Inc., as investment manager

                  
	 	 	 
	 	
                    By:

                  	
                    /s/ Thomas Molzahn

                  
	 	 	
                    Thomas Molzahn

                  
	 	 	
                    Vice President

                  
	 	 	 
	 	
                    
                      We acknowledge that we hold $5,659,914.04 of the 3.48% Senior Notes, Series A, due February 15, 2025

                    

                  
	 	 
	 	
                    We acknowledge that we hold $19,000,000 of the 3.78% Senior Notes, Series B due February 15, 2030

                  
	 	 	 
	 	
                    PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY 

                  
	 	 	 
	 	
                    By:

                  	
                    PGIM, Inc., as investment manager

                  
	 	 	 
	 	
                    By:

                  	
                    /s/ Thomas Molzahn

                  
	 	
                    

                    

                  	
                    Thomas Molzahn

                  
	 	 	
                    Vice President

                  
	 	 	 
	 	
                    We acknowledge that we hold $2,340,085.96 of the 3.48% Senior Notes, Series A, due February 15, 2025

                  


            

            

            
              [First Amendment to 2017 Note Purchase Agreement – Littelfuse, Inc.]

               

              

            

            
              -9-

              
                


            

            Accepted as of the date first written above.

            

            

            	 	
                    Voya Retirement Insurance and Annuity Company

                  
	 	
                    Reliastar Life Insurance Company

                  
	 	  
	 	
                    By:

                  	
                    Voya Investment Management LLC, as Agent

                  
	 	 	 
	 	
                    By:

                  	/s/ Joshua Winchester
	 	

                  	
                    Name:

                    

                  	Joshua Winchester
	 	

                  	
                    Title:

                    

                  	 Senior Vice President 
	 	 
	 	
                    We acknowledge that Voya Retirement Insurance and Annuity Company holds $2,000,000 of the 3.48% Senior Notes, Series A,
                      due February 15, 2025

                  
	 	 
	 	
                    We acknowledge that Reliastar Life Insurance Company holds $200,000 of the 3.48% Senior Notes, Series A, due February
                      15, 2025

                  
	 	 
	 	
                    We acknowledge that Reliastar Life Insurance Company holds $900,000 of the 3.78% Senior Notes, Series B due February 15,
                      2030

                  


            

            

            
              [First Amendment to 2017 Note Purchase Agreement – Littelfuse, Inc.]

               

              

            

            
              -10-

              
                


            

            Accepted as of the date first written above.

            

            

            	 	
                    Corporate Solutions Life Reinsurance Company

                  
	 	
                    Voya Retirement Insurance and Annuity Company

                  
	 	
                    Security Life of Denver Insurance Company

                  
	 	
                    Compsource Mutual Insurance Company

                  
	 	
                    L3Harris Pension Master Trust 

                  
	 	
                    United Technologies Corporation Employee Savings Plan Master Trust

                  
	 	 	 
	 	
                    By:

                  	
                    Voya Investment Management Co. LLC, as Agent

                  
	 	 	 
	 	
                    By:

                  	/s/ Joshua Winchester
	 	

                  	
                    Name: 

                    

                  	Joshua Winchester
	 	

                  	
                    Title:  

                    

                  	Senior Vice President 
	 	 	

                  
	 	
                    We acknowledge that Corporate Solutions Life Reinsurance Company holds $600,000 of the 3.48% Senior Notes, Series A, due
                      February 15, 2025

                  
	 	 
	 	
                    We acknowledge that Corporate Solutions Life Reinsurance Company holds $2,200,000 of the 3.78% Senior Notes, Series B
                      due February 15, 2030

                  
	 	 
	 	
                    We acknowledge that Voya Retirement Insurance and Annuity Company holds $1,000,000 of the 3.48% Senior Notes, Series A,
                      due February 15, 2025

                  
	 	 
	 	
                    We acknowledge that Security Life of Denver Insurance Company holds $7,600,000 of the 3.78% Senior Notes, Series B due
                      February 15, 2030

                  
	 	 
	 	
                    We acknowledge that Compsource Mutual Insurance Company holds $2,000,000 of the 3.48% Senior Notes, Series A, due
                      February 15, 2025

                  
	 	 
	 	
                    We acknowledge that United Technologies Corporation Employee Savings Plan Master Trust holds $1,000,000 of the 3.48% Senior Notes, Series A, due February 15, 2025

                  
	 	 
	 	
                    We acknowledge that L3Harris Pension Master Trust holds $4,000,000 of the 3.78% Senior Notes, Series B due February 15,
                      2030

                  


            
               

              

              [First Amendment to 2017 Note Purchase Agreement – Littelfuse, Inc.]

               

              

            

            
              -11-

              
                


            

            Accepted as of the date first written above.

            

            

            	 	
                    Great-West Life & Annuity Insurance Company

                  
	 	 	 
	 	
                    By:

                  	
                    /s/ Ward Argust

                  
	 	

                  	
                    Name:

                  	Ward Argust
	 	

                  	
                    Title:

                  	Authorized Signatory
	 	 
	 	
                    We acknowledge that we hold $4,000,000 of the 3.48% Senior Notes, Series A, due February 15, 2025

                  


            
               

              

              [First Amendment to 2017 Note Purchase Agreement – Littelfuse, Inc.]

               

              

            

            
              -12-

              
                


            

            Accepted as of the date first written above.

            

            

            	 	
                    TEACHERS INSURANCE AND ANNUITY ASSOCIATION

                    OF AMERICA, a New York domiciled life insurance company

                  
	 	 	 
	 	
                    By:

                  	
                    Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager

                  
	 	 	 
	 	
                    By:

                  	
                    /s/ Elena Unger

                  
	 	
                    

                    

                  	
                    Name:

                  	
                    Elena Unger

                  
	 	
                    

                    

                  	
                    
                      Title:

                      

                    

                  	
                    Senior Director

                  
	 	 	 
	 	
                    We acknowledge that we hold $12,000,000 of the 3.78% Senior Notes, Series B due February 15, 2030

                  


            
               

              

              [First Amendment to 2017 Note Purchase Agreement – Littelfuse, Inc.]

               

              

            

            
              -13-

              
                


            

            Accepted as of the date first written above.

             

            

            
              	 	
                      Mutual of Omaha Insurance Company

                    
	 	 	 
	 	
                      By:

                    	
                      /s/ Justin P. Kavan

                    
	 	
                      

                      

                    	
                      
                        
                          Name:  Justin P. Kavan

                        

                      

                    	 
	 	
                      

                      

                    	
                      
                        
                          Title:  Head of Private Placements

                        

                      

                    	 
	 	 
	 	
                      We acknowledge that we hold $3,000,000 of the 3.78% Senior Notes, Series B due February 15, 2030

                    
	 	 	 
	 	
                      United of Omaha Life Insurance Company

                    
	 	 	 
	 	
                      By:

                    	
                      /s/ Justin P. Kavan

                    
	 	
                      

                      

                    	
                      
                        Name:  Justin P. Kavan

                      

                    	 
	 	
                      

                      

                    	
                      
                        Title:  Head of Private Placements

                      

                    	 
	 	 
	 	
                      We acknowledge that we hold $3,000,000 of the 3.48% Senior Notes, Series A, due February 15, 2025

                    
	 	 
	 	
                      We acknowledge that we hold $3,000,000 of the 3.78% Senior Notes, Series B due February 15, 2030

                    


            

            
               

              

              [First Amendment to 2017 Note Purchase Agreement – Littelfuse, Inc.]

                

              

            

            
              -14-

              
                


            

            Accepted as of the date first written above.

            

            

            	 	
                    Southern Farm Bureau Life Insurance Company

                  
	 	 	 
	 	
                    By

                  	/s/ Brad Blakney
	 	

                  	
                    Name:

                  	Brad Blakney
	 	

                  	
                    Title:

                    

                  	Portfolio Manager
	 	 
	 	
                    We acknowledge that we hold $2,000,000 of the 3.48% Senior Notes, Series A, due February 15, 2025

                  
	 	 
	 	
                    We acknowledge that we hold $5,000,000 of the 3.78% Senior Notes, Series B due February 15, 2030

                  


             

            

            [First Amendment to 2017 Note Purchase Agreement – Littelfuse, Inc.]

             

            

            
              -15-

              
                


            

            Accepted as of the date first written above.

            

            

            	 	
                    Modern Woodmen of America

                  
	 	 	 
	 	
                    By:

                  	
                    /s/ Aaron R. Birkland

                  
	 	

                  	
                    Name:

                    

                  	Aaron R. Birkland
	 	

                  	
                    Title:

                  	Portfolio Manager, Private Placements
	 	 	 
	 	
                    By:

                  	/s/ Brett M. Van
	 	 	
                    Name:

                  	Brett M. Van
	 	 	
                    Title:

                    

                  	Chief Investment Officer & Treasurer
	 	 	 
	 	
                    We acknowledge that we hold $2,000,000 of the 3.48% Senior Notes, Series A, due February 15, 2025

                  
	 	 
	 	
                    We acknowledge that we hold $3,000,000 of the 3.78% Senior Notes, Series B due February 15, 2030

                  


            

            

            
              [First Amendment to 2017 Note Purchase Agreement . Littelfuse, Inc.]

            

            

            

            

            

            -16-