exhibit10107subsidiarygu






                          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 Netherland C.V., a limited partnership (commanditaire vennootschap) established under  the laws of the Netherlands (together with any successor thereto that becomes a party to the Note  Agreement pursuant to Section 10.2, the “Company”) and Littelfuse, Inc., a Delaware corporation  (the “Parent Guarantor” and, together with the Company, the “Obligors”), and the Persons listed  on  the  signature  pages  thereto  (the “Purchasers”),  the  Obligors  have  issued  and  sold  (i)  €117,000,000 aggregate principal amount of its 1.14% Senior Notes, Series A, due December 8,  2023 (the “Series A Notes”) and (ii) €95,000,000 aggregate principal amount of its 1.83% Senior  Notes, Series B, due December 8, 2028 (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 Obligors are 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  December  8,  2016  executed  by  certain  Subsidiaries  of  the  Obligors  (together with each entity that from time to time becomes a party thereto by executing a Subsidiary  Guarantor  Supplement  pursuant  to  Section 15.1  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 Obligors’ 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 Obligors to comply with the terms of the Note Agreement,                                                                        839-9939-7752.2  





 






   each Additional Subsidiary Guarantor hereby covenants, represents and warrants to the holders as  follows:               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 15.6  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 14 of the Subsidiary Guaranty Agreement is set        forth on the signature page below.               [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]                                                                          4839-9939-7752.2  





 






          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