EXHIBIT 10.35

SEVENTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT

SEVENTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "Amendment"), dated as of December 20, 2001, among ELGAR HOLDINGS, INC. ("Holdings"), ELGAR ELECTRONICS
CORPORATION (the "Borrower"), the lenders party to the Credit Agreement referred to below (the "Banks"), and BANKERS TRUST COMPANY, as Agent (in such capacity, the "Agent"), and acknowledged and
agreed to by Power Ten (the "Subsidiary Guarantor"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement
referred to below.

W
I T N E S S E T H:

WHEREAS,
Holdings, the Borrower, the Banks and the Agent are parties to a Credit Agreement, dated as of February 3, 1998, and amended and restated as of May 29, 1998 (as amended,
modified or supplemented to, but not including, the date hereof, the "Credit Agreement");

WHEREAS,
Holdings, the Borrower, JFLEI and the Agent are parties to the Capital Call Agreement;

WHEREAS,
the parties hereto wish to amend and/or waive certain provisions of the Credit Agreement as herein provided;

WHEREAS,
concurrently with the effectiveness of this Amendment, JFLEI and the Agent will enter into (x) a Guaranty, dated as of December 20, 2001, in the form attached hereto as Exhibit
A (as amended, modified or supplemented from time to time, the "JFLEI Guaranty") and (y) a Cash Collateral Agreement, dated as of December 20, 2001, in the form attached hereto as Exhibit B (as
amended, modified or supplemented from time to time, the "JFLEI Cash Collateral Agreement"); and

WHEREAS,
subject to the terms and conditions of this Amendment, the parties hereto agree as follows.

NOW,
THEREFORE, it is agreed:

1.    Holdings,
the Borrower, the Banks and the Agent hereby acknowledge and agree that, as of the Seventh Amendment Effective Date (as hereinafter defined), (i) $47,614.58 of
outstanding Obligations represent all PIK Interest (as defined in the Credit Agreement before giving effect to this Amendment) that has been capitalized through the Seventh Amendment Effective Date
and added to principal as well as all non-capitalized PIK Interest (as defined in the Credit Agreement before giving effect to this Amendment) accrued and unpaid through the Seventh Amendment
Effective Date and (ii) concurrently with the effectiveness of this Amendment, such amount shall be payable pursuant to Section 3.01(f) of the Credit Agreement (as amended hereby).

2.    Section
1.05(f) of the Credit Agreement is hereby deleted in its entirety.

3.    Section
1.08 of the Credit Agreement is hereby amended in its entirety to read as follows:



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4.    Section
3.01 of the Credit Agreement is hereby amended by inserting the following new clause (f) at the end thereof:



5.    Section
4.02(b) of the Credit Agreement is hereby amended by deleting the date "December 31, 2001" and the amount "$2,875,000" set forth opposite such date in the table
therein and inserting the following new date and amount in lieu thereof in such table:

"January
25, 2002                        $2,875,000".

6.    Section
4.02(e) of the Credit Agreement is hereby amended in its entirety to read as follows:



7.    Section
9.06(iv) of the Credit Agreement is hereby amended by inserting the words "with the prior written consent of the Required Banks and" at the beginning of such
Section.

8.    Section
9.06(v) of the Credit Agreement is hereby amended by inserting the words "with the prior written consent of the Required Banks (other than with respect to
reasonable legal fees and

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expenses associated with the Seventh Amendment and the transactions contemplated thereby, which may be paid under this clause (v))," at the beginning of such Section.

9.    Section
10.11 of the Credit Agreement is hereby amended by deleting the first word "The" thereof and inserting the text "At any time prior to the Seventh Amendment
Effective Date, the" in lieu thereof.

10.  Section
11.01 of the Credit Agreement is hereby amended by deleting the following definitions appearing therein: "Base Rate Basic Interest", "Base Rate Basic Interest
Rate", "Base Rate PIK Interest", "Base Rate PIK Interest Rate", "Basic Interest", "Eurodollar Rate Basic Interest", Eurodollar Rate Basic Interest Rate", "Eurodollar Rate PIK Interest" and "Eurodollar
Rate PIK Interest Rate".

11.  The
definition of "Consolidated Interest Expense" appearing in Section 11.01 of the Credit Agreement is hereby amended by deleting the words "all PIK Interest' appearing
in clause (z) of the proviso thereof and inserting the words "all capitalized interest on the Loans" in lieu thereof.

12.  The
definition of "Credit Documents" appearing in Section 11.01 of the Credit Agreement is hereby amended by inserting the text "the JFLEI Guaranty," immediately after
the text "the Subsidiaries Guaranty," appearing therein.

13.  The
definition of "Guaranty" appearing in Section 11.01 of the Credit Agreement is hereby amended by inserting the text ", the JFLEI Guaranty" immediately after the text
"the Holdings Guaranty" appearing therein.

14.  The
definition of "Security Document" appearing in Section 11.01 of the Credit Agreement is hereby amended by inserting the text ", the JFLEI Cash Collateral Agreement"
immediately after the text "the Pledge Agreement" appearing therein.

15.  Section
11.01 of the Credit Agreement is hereby further amended by inserting the following new definitions in the appropriate alphabetical order:



16.  The
Banks hereby waive, but only during the Waiver Period (as defined below), any Default or Event of Default that has arisen (or may hereafter arise) solely as a result
of Holdings and the Borrower failing to comply with (i) Section 9.08 of the Credit Agreement during the period from the last day of Holdings' fiscal quarter ended closest to September 30, 2001 through
and including January 24, 2002 (such period, the "Waiver Period") and (ii) Sections 9.07 and 9.09 of the Credit Agreement for the Test Period ended on the last day of Holdings' fiscal quarter ended
closest to September 30, 2001 and for the Test Period ending on the last day of Holdings' fiscal quarter ending closest to December 31, 2001; provided, however the waivers set forth in this Section 16
shall cease on January 25, 2002 at which time such Defaults and/or Events of Default shall be reinstated automatically without any further action or notice by the Agent or any Bank.

17.  This
Amendment shall become effective on the date (the "Seventh Amendment Effective Date") when (i) each of Holdings, the Borrower, the Subsidiary Guarantor and the
Banks shall have

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signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Agent at the Notice Office , (ii) JFLEI
shall have executed and delivered (including by way of facsimile transmission) to the Agent at the Notice Office a signed counterpart of each of the JFLEI Guaranty and the JFLEI Cash Collateral
Agreement and shall have deposited with the Collateral Agent at least $5,000,000 in cash in accordance with the terms of the JFLEI Cash Collateral Agreement and (iii) the Agent shall have received an
opinion from Gibson, Dunn & Crutcher LLP, in form and substance reasonably satisfactory to the Agent, with respect to the transactions contemplated by this Amendment.

18.  In
order to induce the Banks to enter into this Amendment, each of Holdings and the Borrower hereby represents and warrants that (i) no Default or Event of Default
exists on the Seventh Amendment Effective Date, after giving effect to this Amendment, and (ii) the transactions contemplated by this Amendment and the Participation Agreement do not violate or
contravene the Senior Note Indenture.

19.  This
Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and
delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be delivered to Holdings, the Borrower and the Agent.

20.  THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

21.  From
and after the Seventh Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be
deemed to be references to the Credit Agreement as modified hereby.

22.  This
Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit
Document.

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IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

| |  | ELGAR HOLDINGS, INC.                           
| |  | -----------------------------------------------
| |  | By:                                            
| |  | ELGAR ELECTRONICS CORPORATION                  
| |  | By:                                            
| |  | POWER TENIndividually and as Agent             
| |  | By:                                            
| |  | BANKERS TRUST COMPANY,Individually and as Agent
| |  | By:                                            

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