LITTELFUSE INC /DE: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

On June 30, 2022, Littelfuse, Inc., a Delaware corporation (the "Company"),
entered into the Credit Agreement as described below. The Credit Agreement
provides for a $700 million senior unsecured revolving credit facility and a
$300 million unsecured term loan credit facility and is available to refinance
existing indebtedness and to finance working capital, capital expenditures,
permitted acquisitions and for other lawful corporate purposes. Capitalized
terms used in this Item 1.01 without definition shall have the meanings
specified in the Credit Agreement.

The Company, certain subsidiaries of the Company as designated borrowers, and
certain subsidiaries of the Company as guarantors (including newly-formed
subsidiaries), entered into a Credit Agreement (the "Credit Agreement") with
each of the banks, financial institutions and other institutional lenders listed
on the respective signature pages thereof (the "Lenders"), Bank of America,
N.A., as agent, JPMorgan Chase Bank, N.A., as syndication agent, PNC Bank,
National Association and BMO Harris Bank, N.A., as co-senior documentation
agents, Wells Fargo Bank, National Association, as documentation agent, BofA
Securities, Inc. as sole bookrunner and joint lead arranger, and JPMorgan Chase
Bank, N.A., as joint lead arranger. The Credit Agreement amends and restates the
Amended and Restated Credit Agreement, dated as of April 3, 2020 (the "Existing
Credit Agreement"), as amended, entered into by the Company, certain
subsidiaries of the Company, as designated borrowers, and certain subsidiaries
of the Company, as guarantors, with each of the banks, financial institutions
and other institutional lenders listed on the respective signature pages
thereof, Bank of America, N.A., as agent, JPMorgan Chase Bank, N.A., as
syndication agent, BMO Harris Bank, N.A., PNC Bank, National Association and
Wells Fargo Bank, National Association, as co-documentation agents, BofA
Securities, Inc., as sole bookrunner and joint lead arranger, and JPMorgan Chase
Bank, N.A., as joint lead arranger.

The Credit Agreement effected certain changes to the Existing Credit Agreement,
including, among other changes: (i) adding a $300 million unsecured term loan
credit facility; (ii) making certain financial and non-financial covenants less
restrictive on the Company and its subsidiaries; (iii) replacing LIBOR-based
interest rate benchmarks and modifying performance-based interest rate margins;
and (iv) extending the maturity date to June 30, 2027 (the "Maturity Date").
Pursuant to the Credit Agreement, the Company may, from time to time, increase
the size of the revolving credit facility or enter into one or more tranches of
term loans in minimum increments of $25 million if there is no event of default
and the Company is in compliance with certain financial covenants.

Loans under the Credit Agreement bear interest as follows: (i) each loan (other
than Swing Line Loans) shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Applicable
Rate, as determined in accordance with the performance pricing grid set forth in
the Credit Agreement, plus one of the following indexes: (a) Term SOFR (in the
case of U.S. dollar-denominated loans), (b) SONIA plus a credit spread (in the
case of Pound-denominated loans), (c) EURIBOR (in the case of Euro-denominated
loans), (d) SARON plus a credit spread (in the case of Swiss Franc-denominated
loans), (e) TIBOR (in the case of Yen-denominated loans) or (f) the Base Rate;
and (ii) each Swingline Loan shall bear interest at a rate per annum equal to
Applicable Rate plus the Base Rate.

The Company shall pay to Bank of America, N.A., for the account of the Lenders,
a commitment fee equal to the Applicable Rate multiplied by the actual daily
amount by which the Aggregate Revolving Commitments exceed the sum of (i) the
Outstanding Amount of the Revolving Loans and (ii) the Outstanding Amount of the
L/C Obligations. The commitment fee shall be due and payable in arrears on the
last Business Day of each March, June, September and December, commencing with
the first such date to occur after the Closing Date, and ending on the Maturity
Date.

Revolving Loans may be borrowed, repaid and reborrowed until the Maturity Date,
at which time all amounts borrowed must be repaid. The Term Loans were
fully-advanced on June 30, 2022. The principal balance of the Term Loans must be
repaid in quarterly installments on the last day of each calendar quarter in the
amount of $1,875,000 commencing September 30, 2022, through June 30, 2024, and
in the amount of $3,750,000 commencing September 30, 2024, through March 31,
2027, with the remaining outstanding principal balance payable in full on the
Maturity Date. Accrued interest on the loans is payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified in the Credit Agreement. Subject to certain conditions, (i) the
Company may terminate or reduce the Aggregate Revolving Commitments in whole or
in part, and (ii) a Borrower may prepay the Revolving Loans or the Term Loans at
any time, without premium or penalty.


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Among other terms and conditions applicable to the Incremental Term Loans (made
pursuant to the term loan expansion option summarized above), the Incremental
Term Loans shall not mature earlier than the Maturity Date (but may have
amortization prior to such date), provided that (i) the terms and conditions
applicable to any tranche of Incremental Term Loans maturing after the Maturity
Date may provide for material additional or different financial or other
covenants or prepayment requirements applicable only during periods after the
Maturity Date, and (ii) the Incremental Terms Loans may be priced differently
than the Revolving Loans.

The Credit Agreement contains customary representations and warranties. The
Credit Agreement also contains customary affirmative and negative covenants,
including covenants that limit or restrict the Company's ability to, among other
things, grant liens, make investments, incur indebtedness (at the Company or
subsidiary level), merge or consolidate and make certain payments, in each case
subject to customary exceptions for a credit facility of this size and type. The
Company is also required to maintain compliance with a consolidated interest
coverage ratio and a consolidated net leverage ratio.

The Credit Agreement includes customary events of default that include, among
other things, payment and non-payment defaults, covenant defaults, inaccuracy of
representations and warranties, cross-default to material indebtedness,
bankruptcy and insolvency defaults, material judgment defaults, ERISA defaults
and a change of control default. The occurrence of an event of default could
result in the acceleration of the obligations under the Credit Agreement.

In the ordinary course of their respective businesses, certain of the Lenders
and the other parties to the Credit Agreement and their respective affiliates
are, and may become in the future, customers of the Company and have engaged, or
may in the future engage, in commercial banking, investment banking, financial
advisory or other services with the Company for which they have in the past
and/or may in the future receive customary compensation and expense
reimbursement.

The description of the Credit Agreement does not purport to be complete and is
qualified in its entirety by reference to the Credit Agreement, which is filed
with this Current Report on Form 8-K as Exhibit 10.1.

Item 2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Obligation

               Sheet
               Arrangement of a Registrant.

On June 30, 2022the Company has entered into the credit agreement described in point 1.01 above, the information of which is incorporated in this point 2.03 by reference.

                 Item 9.01   Financial Statements and Exhibits.


(d) Exhibits

Exhibit Number            Description
10.1                        Amended and Restated Credit Agreement, dated as of     June 30, 2022    , by and
                          among Littelfuse, Inc., certain subsidiaries of

the company, as named borrowers,

                          certain subsidiaries of the company, as 

guarantors, party lenders and

                          Bank of America, N.A., as agent, JPMorgan Chase 

Bank, North America., as syndication agent, PNC

                          Bank, National Association     and     BMO Harris 

Bank, North America. , as

                            co-    s    enior documentation agents,     

Wells Fargo Bank, National Association,

                          as     documentation agent    , BofA Securities, 

Inc. as sole and joint bookrunner

                          lead arranger, and JPMorgan Chase Bank, N.A., as joint lead arranger.



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