Exhibit 4.3A
First Amendment
to
Warrant Agreement
This First Amendment to Warrant Agreement is made and
entered into as of the 10th day of June, 1997, by and
between Littelfuse, Inc. (the OCompanyO) and LaSalle
National Bank (formerly known as LaSalle National Trust,
N.A.), as Warrant Agent (the OWarrant AgentO);
W i t n e s s e t h:
Whereas, the Company and the Warrant Agent have
heretofore executed that certain Warrant Agreement dated as
of December 20, 1991 (the OWarrant AgreementO); and
Whereas, the Company has received the written consents
of the holders of the certificates representing at least a
majority of the outstanding Warrants under the Warrant
Agreement to an amendment to the Warrant Agreement to add a
new Section 12.19;
Now, Therefore, in consideration of the premises and
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. The Warrant Agreement is hereby amended to add the
following new SectionE12.19 to the end of the Warrant
Agreement:
12.19. Adjustments Relating to June 10, 1997, Common
Stock Dividend. In the event that the Company pays on
or about June 10, 1997 (the date of payment being
hereinafter referred to as the OStock Dividend Payment
DateO), a dividend of one share of the Common Stock on
each issued and outstanding share of the Common Stock,
effective as of the Stock Dividend Payment Date:
(i) the Exercise Price shall be halved to
$4.18;
(ii) a Stock Unit shall remain at one share
of New Common Stock, subject to subsequent
adjustments as provided in this Agreement; and
(iii) the number of Warrants represented by
each certificate representing Warrants outstanding
on June 10, 1997, shall be doubled.
2. Except as specifically amended by this document,
the Warrant Agreement shall remain unchanged and shall
continue in full force and effect.
In Witness Whereof, the parties hereto have executed
this First Amendment to Warrant Agreement as of the day and
year first above written.
LaSalle National Bank,
as Warrant Agent
By
Authorized Signature
_______________________
____
Title
Littelfuse, Inc.
By
Title
___________________
