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Exhibit 10.22    
    


 
 

TRADEMARK SECURITY AGREEMENT    
    


        WHEREAS, CHEROKEE INTERNATIONAL CORPORATION, a Delaware corporation and successor by merger to Cherokee
International, LLC ("Grantor"), owns the Trademarks, Trademark registrations, and Trademark applications listed on Schedule 1 annexed hereto, and
is a party to the Trademark Licenses listed on Schedule 1 annexed hereto; and 



        WHEREAS, Grantor has entered into an Amended and Restated Credit Agreement dated as of November 27, 2002 (as the same may be
amended, restated, supplemented or otherwise modified and in effect from time to time, the "Credit Agreement") with Heller Financial, Inc., as agent ("Agent") for the benefit of all financial
institutions that from time to time become lenders under the Credit Agreement ("Lenders"), and the Lenders parties thereto, providing for extensions of credit and other financial accommodations to be
made to Grantor by Agent and the Lenders; and 


        WHEREAS, pursuant to the terms of an Amended and Restated Security Agreement dated as of November 27, 2002 (as the same may be
amended, restated, supplemented or otherwise modified and in effect from time to time, the "Security Agreement"), between Grantor and Agent (in such capacity, "Grantee"), Grantor has granted to
Grantee, for the benefit of Agent and the Lenders, a security interest in substantially all the assets of Grantor including all right, title and interest of Grantor in, to and under all now owned and
hereafter acquired Trademarks (as defined in the Security Agreement), Trademark registrations, Trademark applications and Trademark licenses, together with the goodwill of the business symbolized by
Grantor's Trademarks, and all proceeds thereof, to secure the payment of all amounts owing by Grantor under the Credit Agreement; 


        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor does hereby
grant to Grantee, for the benefit of Grantee and the Lenders a continuing security interest in all of Grantor's right, title and interest in, to and under the following (all of the following items or
types of property being herein collectively referred to as the "Trademark Collateral"), whether presently existing or hereafter created or acquired: 



        (1)   each
Trademark, Trademark registration and Trademark application, including, without limitation, the Trademarks, Trademark registrations (together with any reissues,
continuations or extensions thereof) and Trademark applications referred to in Schedule 1 annexed hereto, and all of the goodwill of the business
connected with the use of, and symbolized by, each Trademark, Trademark registration and Trademark application; 



        (2)   each
Trademark license and all of the goodwill of the business connected with the use of, and symbolized by, each Trademark license; and 


        (3)   all
products and proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (a) infringement
or dilution of any Trademark or Trademark registration including, without limitation, the Trademarks and Trademark registrations referred to in  Schedule 1 annexed hereto, the Trademark
registrations issued with respect to the Trademark applications referred in  Schedule 1 and the Trademarks licensed under any Trademark license, or (b) injury to the goodwill associated with
any Trademark, Trademark
registration or Trademark licensed under any Trademark license. 




This
security interest is granted in conjunction with the security interests granted to Grantee pursuant to the Security Agreement. Grantor hereby acknowledges and affirms that the rights and remedies
of Grantee with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein. 


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        IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement to be duly executed by its duly authorized officer thereunto as
of the 27th day of November, 2002. 



	 	 	CHEROKEE INTERNATIONAL CORPORATION, a Delaware corporation
	

 	
 	

By:	

/s/  R. V. HOLLAND, JR.      

	 	 	 	Name: R. V. Holland, Jr.

Title: CFO




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	 	 	Acknowledged:
	

 	
 	
HELLER FINANCIAL, INC., as Agent
	

 	
 	

By:	

/s/  PATRICK HENAHAN      

	 	 	Name:	Patrick Henahan

	 	 	Title:	Senior Vice President





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ACKNOWLEDGMENT  



	STATE OF	 	 
	 	)
	 	 	 	 	)ss.
	COUNTY OF	 	 
	 	)





        On
the            day of                        , 2002 before me
personally appeared                        , to me personally known or proved to me on the basis of satisfactory evidence to be
the
person described in and who executed the foregoing instrument, who being by me duly sworn, did depose and say that he/she
is                        of Cherokee International Corporation, the corporation
described in and which executed the foregoing instrument; that the said instrument was signed on behalf of said corporation by order of its Board of Directors; and that he/she acknowledged said
instrument to be the free act and deed of said corporation. 



	 	 	
 Notary Public
	

{Seal}	
 	

 
	

My commission expires:	
 	

 
	

	
 	

 




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Exhibit 10.22


TRADEMARK SECURITY AGREEMENT