exhibit10105subsidiarygu






                       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 November 15, 2017 (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)  $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” 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 January 16, 2018 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:                                                                          4829-7507-1096.1  





 






       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]                                     2                              4829-7507-1096.1  





 






       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