AMENDMENT NO. 5 to the SECOND AMENDED AND RESTATED OPERATING AGREEMENT of CHEROKEE INTERNATIONAL, LLC

Exhibit 3.6

AMENDMENT NO. 5

to the

SECOND AMENDED AND RESTATED OPERATING AGREEMENT

of

CHEROKEE INTERNATIONAL, LLC

                This Amendment No. 5 (this “Amendment”) to the Second Amended and Restated Operating Agreement, dated as of April 30, 1999, as amended by Amendment No. 1 thereto, dated as of June 30, 1999, Amendment No. 2 thereto, dated as of June 30, 1999, Amendment No. 3 dated as of June 12, 2000 and Amendment No. 4 dated as of June 14, 2000 (the “Agreement”), of Cherokee International, LLC, a California limited liability company (the “Company”) is made and entered into as of September 26, 2001 among the Company and such members of the Company as are party to this Amendment.

                WHEREAS, certain members of the Company (the “Sellers”) has made a disposition of Class A Units (the “Class A Units”) and Class B Units (the “Class B Units” and, together with the Class A Units, the “Units”) of the Company to Cherokee Investor Partners LLC and OCM/GFI Cherokee Investments II, Inc. (the “Purchasers”).

                NOW, THEREFORE, in consideration of the mutual agreements and promises herein contained, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.   Definitions: References.  Unless otherwise specifically defined herein, each term used herein that is defined in the Agreement shall have the meaning assigned to such term in the Agreement.  Each reference to “hereof,” “hereunder,” herein” and “hereby” and other similar reference contained in the Agreement shall from and after the date of this Amendment refer to the Agreement as amended hereby.

Section 2.   Effectiveness of Amendments.  This Amendment shall become effective and the Agreement shall be amended as provided herein as of the date the Purchasers purchase the Units of the Company from the Sellers pursuant to that certain Unit Purchase Agreement, dated as of August 10, 2001, by and among the Sellers and the Purchasers.

Section 3.   Amendment of Appendix A.  Appendix A to the Agreement is amended to read in its entirety as follows:

Appendix A

Member Name and Address		Class A Units		Class B Units		Percentage Interest		Capital Contribution		Capital Account**
Cherokee Investor Partners, LLC c/o GFI Energy Ventures LLC 00000 Xxxxxxxx Xxxx., Xxx. 0000 Xxx Xxxxxxx, XX 00000		242,275		24,637,454		68.5431	%	$16,632,566
OCM/GFI Cherokee Investments II, Inc.		10,520		1,299,987		3.6104	%	6,300,000
Xxxxxx X. Xxxxx and Xxxxx X. Xxxxx, Trustees of the Xxxxx Family Trust dated July 17, 1987*		71,157		1,756,717		5.0358	%	2,079,071
Xxxx Xxxxx, Trustee of the Xxxxxx Xxxxx 1997 Irrevocable Trust I dated November 3, 1997*		0		914,957		2.5207	%	1,039,535
Xxxxx Xxxxxx, Trustee of the Xxxxxx Xxxxx 1997 Irrevocable Trust II dated November 3, 1997*		0		914,957		2.5207	%	1,039,535
Xxxx Xxxxx, Trustee of the Xxxxxx Xxxxx 1997 Irrevocable Trust III dated November 3, 1997*		0		914,957		2.5207	%	1,039,535
Xxxx Xxxxx, Trustee of the Xxxxx Xxxxx 1997 Irrevocable Trust I dated November 3, 1997*		0		914,957		2.5207	%	1,039,535
Xxxxx Xxxxxx, Trustee of the Xxxxx Xxxxx 1997 Irrevocable Trust II dated November 3, 1997*		0		914,957		2.5207	%	1,039,535
Xxxx Xxxxx, Trustee of the Xxxxx Xxxxx 1997 Irrevocable Trust III dated November 3, 1997*		0		914,957		2.5207	%	1,039,535
Bikor Corporation*		23,719		2,415,486		6.7200	%	2,772,094
Xxxxx Xxxxx		0		87,139		0.2401	%	69,302
Xxx Xxxxxxx		0		98,873		0.2724	%	136,295
Xxxxxx Xxxxxxx		0		87,139		0.2401	%	69,302
Xxxxxx Xxxxxxx		0		50,000		0.1377	%	—
Xxx Xxxx		0		12,500		0.0344	%	—
Cong Xxxx Xx		0		10,000		0.0275	%	—
Xxxxx Xxxx		0		5,228		0.0144	%	4,158
Totals:		347,671		35,950,265		100	%	34,299,998

*		x/x Xxxxxxxx Xxxxxxxxxxxxx, XXX, 0000Xxx Avenue, Xxxxxx, XX  00000
**		Capital Accounts to be determined.

Section 4.   Effectiveness of the Agreement.  Except as amended hereby, the Agreement shall continue in full force and effect.

Section 5.   Incorporation of Terms.  This Amendment shall be governed by and construed in accordance with Article XIII of the Agreement.

2

                                IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.

MEMBER:

CHEROKEE INVESTOR PARTNERS, LLC

By:

Its:

3

MEMBER:

OCM/GFI CHEROKEE INVESTMENTS II, INC

By:

Its:

By:

Its:

4

MEMBER:

By:

XXXXXX X. XXXXX, AS TRUSTEE OF THE XXXXX FAMILY TRUST, DATED JULY 17, 1987

5

MEMBER:

By:

XXXXX X. XXXXX, AS TRUSTEE OF THE XXXXX FAMILY TRUST, DATED JULY 17, 1987

6

MEMBER:

By:

XXXX XXXXX, AS TRUSTEE OF THE XXXXXX XXXXX 1997 IRREVOCABLE TRUST I, DATED NOVEMBER 3, 1997

7

MEMBER:

By:

XXXXX XXXXXX, AS TRUSTEE OF THE XXXXXX XXXXX 1997 IRREVOCABLE TRUST II, DATED NOVEMBER 3, 1997

8

MEMBER:

By:

XXXX XXXXX, AS TRUSTEE OF THE XXXXXX XXXXX 1997 IRREVOCABLE TRUST III, DATED NOVEMBER 3, 1997

9

MEMBER:

By:

XXXX XXXXX, AS TRUSTEE OF THE XXXXX XXXXX 1997 IRREVOCABLE TRUST I, DATED NOVEMBER 3, 1997

10

MEMBER:

By:

XXXXX XXXXXX, AS TRUSTEE OF THE XXXXX XXXXX 1997 IRREVOCABLE TRUST II, DATED NOVEMBER 3, 1997

11

MEMBER:

By:

XXXX XXXXX, AS TRUSTEE OF THE XXXXX XXXXX 1997 IRREVOCABLE TRUST III, DATED NOVEMBER 3, 1997

12

MEMBER:

BIKOR CORPORATION

By:

Its:

13