ex_111672.htm


Exhibit 10.1


 


JOINDER AGREEMENT


 


THIS JOINDER AGREEMENT (the “Agreement”), dated as of March 14, 2018, is by and between (i) each of CLARE CAPITAL, INC., a Delaware corporation, CLARE COMPONENTS, INC., a Delaware corporation, Clare Electronics, Inc., a Delaware corporation, CLARE INSTRUMENTS, INC., a Delaware corporation, CLARE SERVICES, INC., a Delaware corporation, CLARE TECHNOLOGIES, INC., a Delaware corporation, DIRECTED ENERGY, INC., a Colorado corporation, IXYS BUCKEYE, LLC, a Delaware limited liability company, IXYS INTEGRATED CIRCUITS DIVISION AV INC., a California corporation, IXYS INTEGRATED CIRCUITS DIVISION INC., a Massachusetts corporation, IXYS LONG BEACH, INC., a California corporation, IXYS USA, INC., a Delaware corporation, MICROWAVE TECHNOLOGY, INC., a California corporation, PELE TECHNOLOGY, INC., a Delaware corporation, REACTION TECHNOLOGY INCORPORATED, a California corporation, and ZILOG, INC., a Delaware corporation (each, a “Subsidiary”), and (ii) BANK OF AMERICA, N.A., in its capacity as Agent under that certain Credit Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Credit Agreement”), dated as of March 4, 2016, by and among Littelfuse, Inc., a Delaware corporation, the Designated Borrowers, the Guarantors, the Lenders, and Bank of America, N.A., as Agent. All of the defined terms in the Credit Agreement are incorporated herein by reference.


 


The Loan Parties are required by Section 6.12 of the Credit Agreement to cause each Subsidiary to become a “Guarantor”.


 


Accordingly, each Subsidiary hereby agrees as follows with the Agent, for the benefit of the Lenders:


 


1.     The Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the Subsidiary hereby jointly and severally together with the other Guarantors, guarantees to each Lender and the Agent, as provided in Article XI of the Credit Agreement, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof.


 


2.     The address of the Subsidiary for purposes of all notices and other communications is c/o Littelfuse, Inc., 8755 W. Higgins Road, Chicago, Illinois 60631, Attention: Assistant Treasurer (Facsimile No. 847-512-0340).


 


3.     The Subsidiary hereby waives acceptance by the Agent and the Lenders of the guaranty by the Subsidiary under Article XI of the Credit Agreement upon the execution of this Agreement by the Subsidiary.


 



 




 




 


4.      This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.


 


5.      This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York.


 


 


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IN WITNESS WHEREOF, each Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.


 


 


	 	
			Clare Capital, Inc.


			 


			By: /s/ Ryan Stafford


			Name: Ryan Stafford


			Title:   President and Secretary


			 


			Clare COMPONENTS, Inc.


			 


			By: /s/ Ryan Stafford


			Name: Ryan Stafford


			Title:   President and Secretary


			 


			Clare ELECTRONICS, Inc.


			 


			By: /s/ Ryan Stafford


			Name: Ryan Stafford


			Title:   President and Secretary


			 


			Clare INSTRUMENTS, Inc.


			 


			By: /s/ Ryan Stafford


			Name: Ryan Stafford


			Title:   President and Secretary


			 


			Clare SERVICES, Inc.


			 


			By: /s/ Ryan Stafford


			Name: Ryan Stafford


			Title:   President and Secretary


			 


			Clare TECHNOLOGIES, Inc.


			 


			By: /s/ Ryan Stafford


			Name: Ryan Stafford


			Title:   President and Secretary


			 


			DIRECTED ENERGY, INC.


			 


			By: /s/ Ryan Stafford


			Name: Ryan Stafford


			Title:   President and Secretary

			



 


 



JOINDER AGREEMENT




 




 


	 	
			IXYS BUCKEYE, LLC


			 


			By: /s/ Ryan Stafford


			Name: Ryan Stafford


			Title:   President and Secretary


			 


			IXYS INTEGRATED CIRCUITS DIVISION


			AV INC.


			 


			By: /s/ Ryan Stafford


			Name: Ryan Stafford


			Title:   President and Secretary


			 


			IXYS INTEGRATED CIRCUITS DIVISION


			INC.


			 


			By: /s/ Ryan Stafford


			Name: Ryan Stafford


			Title:   President and Secretary


			 


			IXYS LONG BEACH, INC.


			 


			By: /s/ Ryan Stafford


			Name: Ryan Stafford


			Title:   President and Secretary


			 


			IXYS USA, INC.


			 


			By: /s/ Ryan Stafford


			Name: Ryan Stafford


			Title:   President and Secretary


			 


			MICROWAVE TECHNOLOGY, INC.


			 


			By: /s/ Ryan Stafford


			Name: Ryan Stafford


			Title:   President and Secretary


			 


			PELE TECHNOLOGY, INC.


			 


			By: /s/ Ryan Stafford


			Name: Ryan Stafford


			Title:   President and Secretary

			



 


 



JOINDER AGREEMENT




 




 


	 	
			REACTION TECHNOLOGY


			INCORPORATED


			 


			By: /s/ Ryan Stafford


			Name: Ryan Stafford


			Title:   President and Secretary


			 


			ZILOG, INC.


			 


			By: /s/ Ryan Stafford


			Name: Ryan Stafford


			Title:   President and Secretary


			 


			 


			Acknowledged and accepted:


			 


			BANK OF AMERICA, N.A.,


			as Agent 


			 


			By: /s/ Melissa Mullis


			Name: Melissa Mullis


			Title:   AVP

			



 


 



JOINDER AGREEMENT




 




 


Schedule 1

TO JOINDER AGREEMENT


 


	
			Subsidiary 

				
			Chief Executive


			Office

				
			Tax


			Identification


			Number

				
			Organization


			Identification


			Number

				
			Chief Place of


			Business of


			Subsidiary

			
	
			Clare Capital, Inc. (DE)

				
			8755 W. Higgins Road,


			Chicago, Illinois 60631

				
			13-3502272

				
			2361447

				
			1590 Buckeye Drive, Milpitas, CA 95035

			
	
			Clare Components, Inc. (DE)

				
			8755 W. Higgins Road,


			Chicago, Illinois 60631

				
			13-3502266

				
			2361440

				
			1590 Buckeye Drive, Milpitas, CA 95035

			
	
			Clare Electronics, Inc. (DE)

				
			8755 W. Higgins Road,


			Chicago, Illinois 60631

				
			13-3502268

				
			2361439

				
			1590 Buckeye Drive, Milpitas, CA 95035

			
	
			Clare Instruments, Inc. (DE)

				
			8755 W. Higgins Road,


			Chicago, Illinois 60631

				
			13-3502271

				
			2361437

				
			1590 Buckeye Drive, Milpitas, CA 95035

			
	
			Clare Services, Inc. (DE)

				
			8755 W. Higgins Road,


			Chicago, Illinois 60631

				
			13-3502262

				
			2361441

				
			1590 Buckeye Drive, Milpitas, CA 95035

			
	
			Clare Technologies, Inc. (DE)

				
			8755 W. Higgins Road,


			Chicago, Illinois 60631

				
			13-3502265

				
			2361444

				
			1590 Buckeye Drive, Milpitas, CA 95035

			
	
			Directed Energy, Inc. (CO)

				
			8755 W. Higgins Road,


			Chicago, Illinois 60631

				
			84-1074373

				
			19871762368

				
			1609 Oakridge Drive, Suite 100, Fort Collins, CO 80525

			
	
			IXYS Buckeye, LLC (DE)

				
			8755 W. Higgins Road,


			Chicago, Illinois 60631

				
			56-2674941

				
			4302617

				
			1590 Buckeye Drive, Milpitas, CA 95035

			
	
			IXYS Integrated Circuits Division AV Inc. (CA)

				
			8755 W. Higgins Road,


			Chicago, Illinois 60631

				
			33-0074994

				
			C1316390

				
			145 Columbia, Aliso Viejo, CA 92656-1490

			
	
			IXYS Integrated Circuits Division Inc. (MA)

				
			8755 W. Higgins Road,


			Chicago, Illinois 60631

				
			04-2561471

				
			042561471

				
			78 Cherry Hill Drive, Bevely, MA 01915

			
	
			IXYS Long Beach, Inc. (CA)

				
			8755 W. Higgins Road,


			Chicago, Illinois 60631

				
			33-0114560

				
			C1341478

				
			2500 Mira Mar Ave., Long Beach, CA 90815

			
	
			IXYS USA, Inc. (DE)

				
			8755 W. Higgins Road,


			Chicago, Illinois 60631

				
			94-2885422

				
			2562971

				
			1590 Buckeye Drive, Milpitas, CA 95035

			
	
			Microwave Technology, Inc. (CA)

				
			8755 W. Higgins Road,


			Chicago, Illinois 60631

				
			94-2824392

				
			C1112596

				
			4268 Solar Way, Fremont, CA 94538

			



 



 




 




 


	
			Pele Technology, Inc. (DE)

				
			8755 W. Higgins Road,


			Chicago, Illinois 60631

				
			27-1318954

				
			4586549

				
			1590 Buckeye Drive, Milpitas, CA 95035

			
	
			Reaction Technology Incorporated (CA)

				
			8755 W. Higgins Road,


			Chicago, Illinois 60631

				
			77-0277143

				
			C1518034

				
			3400 Bassett Street, Santa Clara, CA 95051

			
	
			Zilog, Inc. (DE)

				
			8755 W. Higgins Road,


			Chicago, Illinois 60631

				
			13-3092996

				
			2714793

				
			1590 Buckeye Drive, Milpitas, CA 95035