**Exhibit 10.2**

 

**AMENDED AND RESTATED REVOLVING NOTE**

 

|           |   | Chicago,  Illinois      |
|----------------|--------|-------------------------|
| $20,000,000.00 |   | February 25,  2004 |

 

FOR VALUE RECEIVED, the undersigned, **CHEROKEEINTERNATIONAL CORPORATION**, a Delaware corporation (“**Borrower**”),HEREBY PROMISES TO PAY to the order of **GENERALELECTRIC CAPITAL CORPORATION** (“**Lender**”),at the offices of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation,as Agent for Lenders (“**Agent**”), atits address at 100 California Street, 10th Floor, San Francisco, California94111, or at such other place as Agent may designate from time to time inwriting, in lawful money of the United States of America and in immediatelyavailable funds, the amount of **TWENTY MILLIONDOLLARS AND NO CENTS ($20,000,000.00)** or, if less, the aggregateunpaid amount of all Revolving Credit Advances made to the undersigned underthe “Credit Agreement” (as hereinafter defined).  All capitalized terms used but not otherwise defined herein havethe meanings given to them in the Credit Agreement or in Annex Athereto.

 

This Revolving Note is one of the Revolving Notes issued pursuant tothat certain Amended and Restated Credit Agreement dated as ofFebruary 25, 2004 by and among Borrower, Agent, Lender and the otherPersons 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 “**CreditAgreement**”), and is entitled to the benefit and security of theCredit Agreement, the Security Agreement and all of the other Loan Documentsreferred to therein.  Reference ishereby made to the Credit Agreement for a statement of all of the terms andconditions under which the Loans evidenced hereby are made and are to berepaid.  The date and amount of each RevolvingCredit Advance made by Lenders to Borrower, the rates of interest applicablethereto and each payment made on account of the principal thereof, shall berecorded by Agent on its books; provided that the failure of Agent to make anysuch recordation shall not affect the obligations of Borrower to make a paymentwhen due of any amount owing under the Credit Agreement or this Revolving Notein respect of the Revolving Credit Advances made by Lender to Borrower.

 

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

 

If any payment on this Revolving Note becomes due and payable on a dayother than a Business Day, the payment thereof shall be extended to the nextsucceeding Business Day and, with respect to payments of principal, interestthereon shall be payable at the then applicable rate during such extension.

 

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

 

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accelerate, notice of acceleration or other legal requirement of anykind (all of which are hereby expressly waived by Borrower), be declared, andimmediately 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 notbe assigned by Lender to any Person.

 

**PURSUANT TO 735 ILCS105/5-5 OF THE ILLINOIS CIVIL PROCEDURE-CHOICE OF LAW AND FORUM ACT, THISREVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCEWITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT OTHERWISE GIVINGEFFECT TO ILLINOIS’ CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THEAPPLICATION OF LAWS OTHER THAN THE LAWS OF THE STATE OF ILLINOIS.**

 

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

 

*Remainder of Page Intentionally Left BlankSignature Page Follows*

 

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IN WITNESS WHEREOF, Borrower has executedthis 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                           |

 

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