exhibit10104subsidiarygu






                       SUBSIDIARY GUARANTOR SUPPLEMENT          THIS SUBSIDIARY GUARANTOR SUPPLEMENT (the “Subsidiary Guarantor Supplement”),  dated as of October 22, 2018 is made by each of LITTELFUSE INTERNATIONAL HOLDING,  LLC, a Delaware limited liability company, LITTELFUSE HOLDING, LLC, a Delaware limited  liability company, and MONOLITH SEMICONDUCTOR INC., a Delaware corporation (each, an  “Additional Subsidiary Guarantor”), in favor of the holders from time to time of the Notes issued  pursuant to the Note Agreement described below:                               PRELIMINARY STATEMENTS:          I.  Pursuant to the Note Purchase Agreement dated as of December 8, 2016 (as amended,  modified, supplemented or restated from time to time, the “Note Agreement”), by and among   LITTELFUSE, INC., a Delaware corporation (together with any successor thereto that becomes a   party to the Note Agreement pursuant to Section 10.2, the “Company”) and the Persons listed on   the signature pages thereto (the “Purchasers”), the Company has issued and sold (i) $25,000,000   aggregate principal amount of its 3.03% Senior Notes, Series A, due February 15, 2022 (the   “Series A Notes”) and (ii) $100,000,000 aggregate principal amount of its 3.74% Senior Notes,   Series B, due February 15, 2027 (the “Series B Notes” and together with the Series A Notes as   amended, restated or otherwise modified from time to time and including any such notes issued in   substitution therefor, the “Notes” and individually a “Note”).         II.  The Company is required pursuant to the Note Agreement to cause each Additional   Subsidiary Guarantor to deliver this Subsidiary Guarantor Supplement in order to cause each   Additional Subsidiary Guarantor to become a Subsidiary Guarantor under the Subsidiary Guaranty   Agreement dated as of February 15, 2017 executed by certain Subsidiaries of the Company   (together with each entity that from time to time becomes a party thereto by executing a Subsidiary   Guarantor Supplement pursuant to Section 14.1 thereof, collectively, the “Subsidiary   Guarantors”) in favor of each holder from time to time of any of the Notes (as the same may be   amended, restated, supplemented or otherwise modified from time to time, the “Subsidiary   Guaranty Agreement”).         III. Each Additional Subsidiary Guarantor has received and will receive substantial direct   and indirect benefits from the Company’s compliance with the terms and conditions of the Note   Agreement and the Notes issued thereunder.         IV.  Capitalized terms used and not otherwise defined herein have the definitions set forth   in the Note Agreement.    Now therefore, in consideration of the funds advanced to the Company by the Purchasers under   the Note Agreement and to enable the Company to comply with the terms of the Note Agreement,   each Additional Subsidiary Guarantor hereby covenants, represents and warrants to the holders as   follows:                                                                         4833-2142-8856.2  





 






       The Additional Subsidiary Guarantor hereby becomes a Subsidiary Guarantor (as   defined in the Subsidiary Guaranty Agreement) for all purposes of the Subsidiary Guaranty   Agreement.  Without limiting the foregoing, the Additional Subsidiary Guarantor hereby   (a) jointly and severally with the other Subsidiary Guarantors under the Subsidiary   Guaranty Agreement (including the other Additional Subsidiary Guarantors party to this   Subsidiary Guarantor Supplement), guarantees to the holders from time to time of the   Notes the prompt payment in full when due (whether at stated maturity, by acceleration or   otherwise) and the full and prompt performance and observance of all Guaranteed  Obligations (as defined in Section 1 of the Subsidiary Guaranty Agreement) in the same  manner and to the same extent as is provided in the Subsidiary Guaranty Agreement,  (b) accepts and agrees to perform and observe all of the covenants set forth therein,  (c) waives the rights set forth in Section 3 of the Subsidiary Guaranty Agreement,  (d) agrees to perform and observe the covenants contained in Section 8 of the Subsidiary  Guaranty Agreement, (e) makes the representations and warranties set forth in Section 9 of  the Subsidiary Guaranty Agreement and (f) waives the rights, submits to jurisdiction, and  waives service of process as described in Section 14.6 of the Subsidiary Guaranty  Agreement.         Notice of acceptance of this Subsidiary Guarantor Supplement and of the  Subsidiary Guaranty Agreement, as supplemented hereby, is hereby waived by the  Additional Subsidiary Guarantor.         The address for notices and other communications to be delivered to the Additional  Subsidiary Guarantor pursuant to Section 13 of the Subsidiary Guaranty Agreement is set  forth on the signature page below.         [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]                                                                                  4833-2142-8856.2  





 






       IN WITNESS WHEREOF, each Additional Subsidiary Guarantor has caused this Subsidiary  Guarantor Supplement to be duly executed and delivered as of the date and year first above written.                                          LITTELFUSE INTERNATIONAL HOLDING,                                           LLC                                           By: /s/ Ryan Stafford                                             Name: Ryan Stafford                                             Title: Manager                                                                                     LITTELFUSE HOLDING, LLC                                           By: /s/ Ryan Stafford                                             Name: Ryan Stafford                                             Title: Manager                                                                                     MONOLITH SEMICONDUCTOR INC.                                           By: /s/ Hans Weinburger                                             Name: Hans Weinburger                                             Title: Assistant Secretary                                                                                     Notice Address for each Additional Subsidiary                                           Guarantor:                                                                                  c/o Littelfuse, Inc.                                         Attention: Legal Department                                         8755 W. Higgins Road, Suite 500                                         Chicago, IL 60631                                                                    SIGNATURE PAGE TO                                                  SUBSIDIARY GUARANTOR SUPPLEMENT