Underwriting Agreement

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Exhibit 1.1


7,590,000 Shares

CHEROKEE INTERNATIONAL CORPORATION

Common Stock


UNDERWRITING AGREEMENT


February , 2004

CREDIT SUISSE FIRST BOSTON LLC
LEHMAN BROTHERS INC.
STEPHENS INC.
UBS SECURITIES, LLC,
As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston LLC,
Eleven Madison Avenue,
' New York, N.Y. 10010-3629

Dear Sirs:

1. Introductory. Cherokee International Corporation, a Delaware corporation (the " Company "), proposes to issue and sell 6,600,000 shares of its common stock, par value $.001 per share (the " Securities ") (such 6,600,000 shares of the Securities being hereinafter referred to as the " Firm Securities "), to the Underwriters (as defined below), for whom Credit Suisse First Boston LLC, Lehman Brothers Inc., Stephens Inc. and UBS Securities, LLC are acting as representatives (the " Representatives "). The stockholders listed on Schedule A hereto (the " Selling Stockholders ") also propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 990,000 additional shares (the " Optional Securities ") of the Company's Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the " Offered Securities ." The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto (the " Underwriters ") as follows:

2. Representations and Warranties of the Company and the Selling Stockholders.

(a) The Company represents and warrants to, and agrees with, the several Underwriters that:

(i) A registration statement (No. 333-110723) relating to the Offered Securities including a form of prospectus, has been filed with the Securities and Exchange Commission (the " Commission ") and either (i) has been declared effective under the Securities Act of 1933 (the " Act ") and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the " initial registration statement ") has been declared effective, either (i) an additional registration statement (the " additional registration statement ") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (" Rule 462(b) ") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (ii) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) (" Rule 462(c) ") under the Act or, in the case of the additional

registration statement, Rule 462(b). For purposes of this Agreement, " Effective Time " with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (i) if the Company has advised the Representatives that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c), or (ii) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, " Effective Time " with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b). " Effective Date " with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof. The initial registration statement, as amended at its Effective Time, including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement as of the Effective Time of the additional registration statement pursuant to the General Instructions of the Form on which it is filed and including all information (if any) deemed to be a part of the initial registration statement as of its Effective Time pursuant to Rule 430A(b) (" Rule 430A(b) ") under the Act, is hereinafter referred to as the " Initial Registration Statement ." The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and including all information (if any) deemed to be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A(b), is hereinafter referred to as the " Additional Registration Statement ." The Initial Registration Statement and the Additional Registration Statement are herein referred to collectively as the " Registration Statements " and individually as a " Registration Statement ." The form of prospectus relating to the Offered Securities, as first filed with the Commission pursuant to and in accordance with Rule 424(b) (" Rule 424(b) ") under the Act or (if no such filing is required) as included in a Registration Statement, is hereinafter referred to as the " Prospectus ." No document has been or will be prepared or distributed in reliance on Rule 434 under the Act.

(ii) If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement: (i) on the Effective Date of the Initial Registration Statement, the Initial Registration Statement conformed in all material respects to the applicable requirements of the Act and the rules and regulations of the Commission (" Rules and Regulations ") and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) on the Effective Date of the Additional Registration Statement (if any), each Registration Statement conformed, or will conform, in all material respects to the applicable requirements of the Act and the Rules and Regulations and did not include, or will not include, any untrue statement of a material fact and did not omit, or will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) on the date of this Agreement, the Initial Registration Statement and, if the Effective Time of the Additional Registration Statement is prior to the execution and delivery of this Agreement, the Additional Registration Statement each conforms, and at the time of filing of the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Date of the Additional Registration Statement in which the Prospectus is

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included, each Registration Statement and the Prospectus will conform, in all material respects to the applicable requirements of the Act and the Rules and Regulations, and neither of such documents includes, or will include, any untrue statement of a material fact or omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading. If the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement: on the Effective Date of the Initial Registration Statement, the Initial Registration Statement and the Prospectus will conform in all material respects to the applicable requirements of the Act and the Rules and Regulations, neither of such documents will include any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, and no Additional Registration Statement has been or will be filed. The two preceding sentences do not apply to statements in or omissions from a Registration Statement or the Prospectus based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b) of this Agreement.

(iii) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole (a " Material Adverse Effect ").

(iv) Each subsidiary of the Company other than and (the " Material Subsidiaries ") has been duly incorporated or organized and is an existing corporation or other business organization, as the case may be, in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction of its incorporation or organization, as the case may be, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each Material Subsidiary is duly qualified to do business as a foreign corporation or other business organization, as the case may be, in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect; all of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and, with respect to such subsidiaries that are corporations, nonassessable; and except as described in the Prospectus or set forth on Schedule 2(a)(iv)(1) hereto, all of the capital stock of each subsidiary is owned by the Company, directly or through subsidiaries, free from liens, encumbrances and defects. None of the subsidiaries set forth on Schedule 2(a)(iv)(2) hereto is, either individually or collectively, a Significant Subsidiary as defined in Rule 1-02(w) of Regulation S-X, nor do they have operations other than de minimis operations that are immaterial to the Company. There are no outstanding options, warrants or rights to purchase or acquire any equity interests of any of the Company's subsidiaries.

(v) The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; all outstanding shares of capital stock of the Company

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are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date (as defined below), such Offered Securities will have been, validly issued, fully paid and nonassessable, have been, or will be, offered and sold in compliance with all applicable federal and state securities laws, and will conform to the description thereof contained in the Prospectus; and the stockholders of the Company have no preemptive rights with respect to the Securities (other than such rights which have been duly waived in a manner acceptable to the Representatives). Except as described in the Prospectus, there are no outstanding options, warrants, or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Company's capital stock or any such options, warrants, rights, convertible securities or obligations.

(vi) The authorized, issued and outstanding capital stock of the Company as of December 31, 2003 is as set forth in the Prospectus under the column entitled "Actual" under the caption "Capitalization" and, after giving effect to the offering and sale of the Firm Securities and the Conversion of Convertible Securities (as defined in the Prospectus) as described in the Prospectus, will, on the First Closing Date (as defined below), be as set forth in the column entitled "Pro Forma As Adjusted" under the caption "Capitalization," and conforms in all material respects to the description thereof contained in the Prospectus under the caption "Description of Capital Stock." As of the date of this Agreement, since December 31, 2003, the Company has not issued any additional shares of its common stock, or securities convertible into or exchangeable for its common stock, other than shares of common stock issued to employees of Cherokee Europe SCA and options granted under the Company's 2002 Stock Option Plan to purchase shares of common stock. None of the outstanding shares of capital stock of the Company, or the shares to be outstanding on the Closing Date as set forth in the Prospectus under the caption "Capitalization," was issued or will be issued in violation of any preemptive or other similar rights.

(vii) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder's fee or other like payment in connection with the offering of the Offered Securities.

(viii) There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person other than pursuant to the terms of the Registration Rights Agreement dated as of February , 2004, by and among the Company and the securityholders party thereto, and the Stockholders' Agreement, dated as of November 27, 2002, by and among the Company and the securityholders party thereto (the " Stockholders Agreement "), or to require the Company to include such securities in the securities registered pursuant to a Registration Statement.

(ix) The Offered Securities have been approved for listing on The Nasdaq Stock Market's National Market subject to notice of issuance.

(x) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Offered Securities by the Company, except such as have been obtained and made under the Act, the Securities Exchange Act of 1934, as amended (the " Exchange Act ") and such as may be required by the National Association of Securities Dealers, Inc. (the " NASD ") and under state securities laws.

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(xi) The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, except for such breaches, violations or defaults that would not result in a Material Adverse Effect, (ii) after giving effect to the application of the net proceeds as described in the Prospectus, any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, except for such breaches, violations or defaults that would not result in a Material Adverse Effect, or (iii) the charter or by-laws of the Company or any such subsidiary, and the Company has full power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement.

(xii) This Agreement has been duly authorized, executed and delivered by the Company.

(xiii) Except as disclosed in the Prospectus, the Company and its subsidiaries have good and marketable title to all real properties and all other material properties and assets owned by them, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and except as disclosed in the Prospectus, the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them, except where the failure to be so valid and enforceable would not have a Material Adverse Effect.

(xiv) The Company and its subsidiaries possess adequate certificates, authorities or permits (collectively, " Permits ") issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them, except where the failure to possess such Permits would not result in a Material Adverse Effect, and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

(xv) None of the Company or any of its subsidiaries is in violation of its respective charter, bylaws or other similar organizational document, as applicable, or in default in the performance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which any of its properties may be bound, except where such violation or default would not, individually or in the aggregate, result in a Material Adverse Effect.

(xvi) No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent that could have a Material Adverse Effect.

(xvii) The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, " Intellectual Property Rights ") necessary to conduct the business now operated by them, or presently employed by them, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not have a Material Adverse Effect, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property Rights that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

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(xviii) Except as disclosed in the Prospectus, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, " Environmental Laws "), owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which could lead to such a claim.

(xix) Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are threatened or, to the Company's knowledge, contemplated.

(xx) The consolidated financial statements, together with the related notes and schedules, included in each Registration Statement and the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis, except as disclosed therein; and the assumptions used in preparing the pro forma financial information included in each Registration Statement and the Prospectus provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns reflect the proper application of those adjustments to the corresponding historical financial statement amounts. All non-GAAP financial measures included in the Registration Statement complies with the requirements of Regulation G and Item 10 of Regulation S-K under the Act.

(xxi) Except as disclosed in the Prospectus, since the date of the latest audited financial statements included in the Prospectus there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole, and, except as disclosed in or contemplated by the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

(xxii) The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Prospectus, will not be an " investment company " as such term is defined in the Investment Company Act of 1940, as amended.

(xxiii) The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with

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management's general or specific authorization; and (iv) the recorded accountability for inventory assets is compared with the existing inventory assets at reasonable intervals and appropriate action is taken with respect to reconciling any material differences.

(xxiv) The industry, statistical and market-related data included in each Registration Statement and the Prospectus are based on or derived from sources that the Company reasonably believes to be reliable and accurate in all material respects.

(xxv) The Company and its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are customary in the businesses in which they are engaged; none of the Company nor any of its subsidiaries (A) has received notice from any insurer or agent of such insurer that substantial capital improvements or other material expenditures will have to be made in order to continue such insurance or (B) has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers at a cost that would not have a Material Adverse Effect.

(xxvi) The Company is in compliance with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (" ERISA "), except where the failure to be in such compliance would not, individually or in the aggregate, have a Material Adverse Effect; no "reportable event" (as defined in ERISA, but other than an event for which the notice requirements have been waived by regulations) has occurred with respect to any "pension plan" (as defined in ERISA) for which the Company or any of its subsidiaries could have any liability; except for matters that would not, individually or in the aggregate, have a Material Adverse Effect, the Company has not incurred and does not expect to incur liability under (A) Title IV of ERISA with respect to termination of, or withdrawal from, any "pension plan" or (B) Section 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder; and each "pension plan" for which the Company or any of its subsidiaries would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

(xxvii) The assets of the Company and its subsidiaries do not constitute "plan assets" of an ERISA regulated employee benefit plan.

(xxviii) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, the respective officers of the Company or any of its subsidiaries have violated any provisions of The Foreign Corrupt Practices Act of 1974, as amended.

(xxix) All material Tax returns required to be filed by the Company and each of its subsidiaries have been filed and all such returns are true, complete, and correct in all material respects. All material Taxes that are due or claimed to be due from the Company and each of its subsidiaries have been paid other than those (A) currently payable without penalty or interest or (B) being contested in good faith and by appropriate proceedings and for which, in the case of both clauses (A) and (B), adequate reserves have been established on the books and records of the Company and its subsidiaries in accordance with GAAP. There are no material Tax assessments proposed in writing against the Company or any of its subsidiaries other than assessments that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established on the books and records of the Company and in accordance with GAAP. For purposes of this Agreement, the term "Tax" and "Taxes" shall mean all federal, state, local and foreign taxes, and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax, or penalties applicable thereto.

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(b) Each Selling Stockholder severally and not jointly represents and warrants to, and agrees with, ...