Exhibit 10.2


 


AMENDED AND RESTATED REVOLVING NOTE


 




	
   

  	
   

  	
  Chicago,
  Illinois

  
	
  $20,000,000.00

  	
   

  	
  February 25,
  2004

  






 


FOR VALUE RECEIVED, the undersigned, CHEROKEE
INTERNATIONAL CORPORATION, a 
Delaware corporation (“Borrower”),
HEREBY PROMISES TO PAY to the order of GENERAL
ELECTRIC CAPITAL CORPORATION (“Lender”),
at the offices of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation,
as Agent for Lenders (“Agent”), at
its address at 100 California Street, 10th Floor, San Francisco, California
94111, or at such other place as Agent may designate from time to time in
writing, in lawful money of the United States of America and in immediately
available funds, the amount of TWENTY MILLION
DOLLARS AND NO CENTS ($20,000,000.00) or, if less, the aggregate
unpaid amount of all Revolving Credit Advances made to the undersigned under
the “Credit Agreement” (as hereinafter defined).  All capitalized terms used but not otherwise defined herein have
the meanings given to them in the Credit Agreement or in Annex A
thereto.


 


This Revolving Note is one of the Revolving Notes issued pursuant to
that certain Amended and Restated Credit Agreement dated as of
February 25, 2004 by and among Borrower, Agent, Lender and the other
Persons signatory thereto from time to time as Lenders (including all annexes,
exhibits and schedules thereto, and as from time to time amended, restated,
supplemented or otherwise modified, the “Credit
Agreement”), and is entitled to the benefit and security of the
Credit Agreement, the Security Agreement and all of the other Loan Documents
referred to therein.  Reference is
hereby made to the Credit Agreement for a statement of all of the terms and
conditions under which the Loans evidenced hereby are made and are to be
repaid.  The date and amount of each Revolving
Credit Advance made by Lenders to Borrower, the rates of interest applicable
thereto and each payment made on account of the principal thereof, shall be
recorded by Agent on its books; provided that the failure of Agent to make any
such recordation shall not affect the obligations of Borrower to make a payment
when due of any amount owing under the Credit Agreement or this Revolving Note
in respect of the Revolving Credit Advances made by Lender to Borrower.


 


The principal amount of the indebtedness evidenced hereby shall be
payable in the amounts and on the dates specified in the Credit Agreement, the
terms of which are hereby incorporated herein by reference.  Interest thereon shall be paid until such
principal amount is paid in full at such interest rates and at such times, and
pursuant to such calculations, as are specified in the Credit Agreement. The
terms of the Credit Agreement are hereby incorporated herein by reference.


 


If any payment on this Revolving Note becomes due and payable on a day
other than a Business Day, the payment thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.


 


Upon and after the occurrence of any Event of Default, this Revolving
Note may, as provided in the Credit Agreement, and without presentment, demand,
protest, notice of intent to


 

















 


accelerate, notice of acceleration or other legal requirement of any
kind (all of which are hereby expressly waived by Borrower), be declared, and
immediately shall become, due and payable.


 


Time is of the essence of this Revolving Note.


 


Except as provided in the Credit Agreement, this Revolving Note may not
be assigned by Lender to any Person.


 


PURSUANT TO 735 ILCS
105/5-5 OF THE ILLINOIS CIVIL PROCEDURE-CHOICE OF LAW AND FORUM ACT, THIS
REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT OTHERWISE GIVING
EFFECT TO ILLINOIS’ CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE
APPLICATION OF LAWS OTHER THAN THE LAWS OF THE STATE OF ILLINOIS.


 


This Revolving Note is issued in full
substitution for and replacement of, but not in payment of the Amended and
Restated Revolving Note of Borrower dated November 27, 2002, payable to
the order of HELLER FINANCIAL, INC. in the original principal amount of SEVEN
MILLION SIX HUNDRED THOUSAND DOLLARS and NO CENTS ($7,600,000.00).


 


Remainder of Page Intentionally Left Blank

Signature Page Follows


 


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IN WITNESS WHEREOF, Borrower has executed
this Amended and Restated Revolving Note as of the date first written above.


 


 


	
   

  	
  CHEROKEE INTERNATIONAL

  CORPORATION, a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Van Holland

  
	
   

  	
  Name: Van Holland

  
	
   

  	
  Title:  Chief Financial
  Officer