Exhibit 10.1.1

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

ThisFIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT(this
"Amendment") is entered into as of November 1, 2007 by and among CHEROKEE INTERNATIONAL CORPORATION, a Delaware corporation (the
"Borrower"), the financial institutions party to the Credit Agreement described below, each as a Lender, GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation as Agent, and each of the other Persons who are signatories hereto (Borrower and each such other Person is individually referred to herein as a "Credit
Party" and collectively as the "Credit Parties").

W I T N E S S E T H :

WHEREAS,
the Borrower, Lenders and Agent are parties to that certain Amended and Restated Credit Agreement dated as of February 25, 2004 (as the same has been and may hereafter be
amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), pursuant to which the Lenders made certain loans and
other financial accommodations to the Borrower.

WHEREAS,
Borrower has requested that Agent and Lenders eliminate the restrictions set forth in the Maximum Senior Leverage Covenant of Section 4.7 of the Credit Agreement, reduce
the aggregate Revolving Loan Commitment and otherwise and amend the Credit Agreement pursuant to the terms hereof, and Agent and Lenders are willing to grant such request upon the terms and subject to
the conditions set forth herein.

NOW
THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

1.Defined Terms.    Capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Credit Agreement.

2.Amendments to Credit Agreement.Subject to the terms and conditions of this Amendment, the Credit Agreement
is amended as set forth below.



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Applicable Revolver Index Margin

2.00
%Applicable Revolver LIBOR Margin

3.50
%Applicable L/C Margin

3.50
%Applicable Unused Line Fee Margin

1.00
%




3.Covenant to Supply Projections and Establish Minimum EBITDA Thresholds.The Borrower acknowledges and agrees
that the willingness of the Agent and Lenders to enter into this First Amendment is based, in part, on Borrower's agreement with and covenant to Lenders to deliver to
Agent financial projections reasonably acceptable to Agent and Lenders for Borrower's Fiscal Year ending December 31, 2008, and to cooperate with Agent in establishing Minimum EBITDA levels and
amendingSection 4.7of the Credit Agreement to include such subsequent testing periods and EBITDA levels by no later than December 31,
2007. The failure to amend the Credit Agreement in order to add Minimum EBITDA covenant levels for Borrower's Fiscal Quarters ending after December 31, 2007 as aforesaid shall constitute an
Event of Default hereunder.

4.Amendment Fee.In consideration of the entry into this Amendment by the Lenders, the Borrower hereby agrees
to pay to the Agent for the benefit of the Lenders on the date hereof, a fully-earned non-refundable amendment fee in the amount of $25,000 (the "Amendment
Fee").

5.Conditions.The effectiveness of this Amendment is subject to the satisfaction of the following conditions
precedent:



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6.Representations and Warranties.Borrower hereby represents and warrants to Agent and the Lenders as follows:



7.No Waiver.Except as expressly amended hereby, the Credit Agreement and Other Agreements remain unmodified
and in full force and effect. All references in the Credit Agreement and the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby.

8.Fees and Expenses.The Borrower agrees to reimburse the Agent for its reasonable out of pocket fees and
expenses (including reasonable attorney's fees) incurred with respect to the preparation of this Amendment and all matters directly related thereto.

9.Further Assurances Covenant.Borrower hereby covenants to do (or cause to be done), such acts and to execute
and deliver such documents or instruments as the Agent reasonably requests in order to evidence or otherwise protect the Agent or Lender's interests hereunder and to perfect the security interests
granted or contemplated under the Credit Agreement and the Loan Documents or to otherwise more fully effectuate the transactions contemplated hereunder.

10.Severability.In case any provision of or obligation under this Amendment shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any
way be affected or impaired thereby.

11.Headings.Headings and captions used in this Amendment are included for convenience of reference only and
shall not be given any substantive effect.

12GOVERNING LAW; SUBMISSION TO
JURISDICTION.THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS AND
IRREVOCABLY AGREES THAT, SUBJECT TO THE AGENT'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS.
BORROWER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OFFORUM NON CONVENIENS.BORROWER HEREBY
WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF

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PROCESS MAY BE MADE UPON BORROWER BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED AT THE ADDRESS SET FORTH IN THE CREDIT AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN
(10) DAYS AFTER THE SAME HAS BEEN POSTED.

13.WAIVER OF JURY TRIAL.BORROWER
AND THE AGENT HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY
AND EACH AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

14.Counterparts; Integration.This Amendment may be executed and delivered via facsimile, pdf or similar
electronic transmission with the same force and effect as if an original were executed and may be signed in any number of counterparts, each of which shall be an original, with the same effect as if
the signatures hereto were upon the same instrument. This Amendment constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede
any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

15.Reaffirmation.Borrower and each other Credit Party, as debtor, grantor, pledgor, guarantor, assignor or in
any other similar capacity in which such Person grants liens or, security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby
(i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Credit Agreement and each of the other Loan Documents to which it is a party (after
giving effect hereto) and (ii) to the extent such Person granted liens on or security interests in any of its property pursuant to any such Credit Agreement or other Loan Document as security
for or otherwise guaranteed the Borrower's Obligations under or with respect to the Credit Agreement and the other Loan Documents, ratifies and reaffirms such guarantee and grant of security interests
and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Borrower hereby agrees that such liens and security interests
hereafter secure all of the Obligations, in each case as if each reference in such Credit Agreement or Loan Documents to the obligations secured thereby are construed to hereafter mean and refer to
such Obligations under the Credit Agreement
and other Loan Documents as hereby amended and that such security interests are and shall remain perfected under applicable law. The execution of this Amendment shall not operate as a novation, waiver
of any right, power or remedy of the Agent or any Lender nor constitute a waiver of any provision of the Credit Agreement or any of the other Loan Documents, except as expressly set forth herein and
shall be limited to the particular instance expressly set forth.

Remainder of Page Intentionally Left Blank; Signature Page Follows

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IN WITNESS WHEREOF, the parties have executed this First Amendment to Amended and Restated Credit Agreement as of the date set forth above.

BORROWER:

CHEROKEE INTERNATIONAL CORPORATION,a Delaware corporation

|By:    | /s/LINSTER W. FOX    |  |                                                                           |                              
|------ | -------------------- |  | ------------------------------------------------------------------------- | -----------------------------
|Name:  | Linster W. Fox       |  |                                                                           |                              
|Title: | EVP, CEO & Secretary |  |                                                                           |                              
|       |                      |  | THE AGENT AND LENDERS:                                                   
|       |                      |  | GENERAL ELECTRIC CAPITAL CORPORATION,as Agent, an L/C Issuer and a Lender
|       |                      |  | Name:                                                                     |                              
|       |                      |  |                                                                           | Its Duly Authorized Signatory

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IN WITNESS WHEREOF, the parties have executed this First Amendment to Amended and Restated Credit Agreement as of the date set forth above.

BORROWER:

CHEROKEE INTERNATIONAL CORPORATION,a Delaware corporation

|By:    |  |  |                                                                           |                              
|------ |  |  | ------------------------------------------------------------------------- | -----------------------------
|Name:  |  |  |                                                                           |                              
|Title: |  |  |                                                                           |                              
|       |  |  | THE AGENT AND LENDERS:                                                   
|       |  |  | GENERAL ELECTRIC CAPITAL CORPORATION,as Agent, an L/C Issuer and a Lender
|       |  |  | Name:                                                                     | /s/DANIEL E. KONOPACKI       
|       |  |  |                                                                           | Its Duly Authorized Signatory

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Acknowledgement and Reaffirmation

The undersigned hereby acknowledges receipt of a copy of the First Amendment to Amended and Restated Credit Agreement dated as of November 1, 2007 (the
"Amendment"; capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Amendment) to which this Acknowledgement and
Reaffirmation is attached and affirm that, except as expressly set forth below, nothing contained therein shall modify in any respect whatsoever the provisions and terms of that certain Intercreditor
Agreement dated as of February 25, 2004 (the "Intercreditor Agreement") between the undersigned and US Bank, N.A., in its capacity as
51/4% Trustee thereunder and hereby reaffirms that the Intercreditor Agreement is and shall continue to remain in full force and effect.

IN
WITNESS WHEREOF, the undersigned has executed this Acknowledgement and Reaffirmation as of the 13th day of November, 2007.

| |  | U.S. BANK, N.A.,a Trustee
| |  | -------------------------
| |  | By:                      
| |  |                          
| |  | Name:                    
| |  | Title:                   

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Exhibit A

Annex B

Pro
Rata Shares and Commitment Amounts

PRO RATA SHARES AND COMMITMENT AMOUNTS

|                                                                                       |  | Lender(s)                           
|-------------------------------------------------------------------------------------- |  | ------------------------------------
|Revolving Loan Commitment
(including a Swing Line Commitment
of $2,000,000)
$7,500,000 |  | General Electric Capital Corporation

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