Exhibit 10.33

SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT  AND FIRST AMENDMENT TO CAPITAL CALL AGREEMENT

SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT AND FIRST AMENDMENT TO CAPITAL CALL AGREEMENT (collectively, this "Amendment"), dated as of October 5, 2001,
among ELGAR HOLDINGS, INC. ("Holdings"), ELGAR ELECTRONICS CORPORATION (the "Borrower"), the lenders party to the Credit Agreement referred to below (the "Banks"), BANKERS TRUST COMPANY, as
Agent (in such capacity, the "Agent"), and J.F. LEHMAN EQUITY INVESTORS I L.P. (the "Contributor"). 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, the Contributor and the Agent are parties to the Capital Call Agreement;

WHEREAS,
the parties hereto wish to (i) amend/or waive certain provisions of the Credit Agreement as herein provided and (ii) amend certain provisions of the Capital Call
Agreement as herein provided; and

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

NOW,
THEREFORE, it is agreed:

1.    Section 4.02(b)
of the Credit Agreement is hereby amended by (i) deleting the text "October 5, 2001" and the amount of "$1,000,000" set forth
opposite such date each appearing in the table therein and (ii) deleting the amount of "$1,875,000" appearing in the table therein set forth opposite the date "December 31, 2001" and
inserting the amount of "$2,875,000" in lieu thereof.

2.    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 November 13, 2001 (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,provided, however(x) the waivers set forth in this
Section 2 shall cease on November 14, 2001 at which time such Defaults and/or Events of Default shall be reinstated automatically and (y) from and after the Amendment Effective
Date (as defined below) and notwithstanding anything to the contrary contained in the Credit Agreement, neither Holdings nor the Borrower shall be permitted to pay any management fees to Lehman and
its Affiliates as otherwise provided in Sections 9.06(iv) and 9.06 (v) of the Credit Agreement.

3.    The
definition of "Capital Call Event" appearing in Section 1 of the Capital Call Agreement is hereby amended by (i) deleting the word "and" appearing at
the end of clause (ii) thereof and (ii) inserting the following new clause (iv) at the end thereof:



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4.    The
definition of "Proportionate Share" appearing in Section 1 of the Capital Call Agreement is hereby deleted and the following new definition is inserted in lieu
thereof:



5.    Section 2(a)
of the Capital Call Agreement is hereby deleted in its entirety and the following new Section 2(a) is inserted in lieu thereof:



6.    Section 2
of the Capital Call Agreement is hereby further amended by inserting the following new clause (d) at the end thereof:



7.    This
Amendment shall become effective on the date (the "Amendment Effective Date") when each of Holdings, the Borrower, the Contributor and the Required Banks shall have
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.

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8.    In
order to induce the Banks to enter into this Amendment, (i) each of Holdings and the Borrower hereby represents and warrants that no Default or Event of Default
exists on the Amendment Effective Date, after giving effect to this Amendment, and (ii) the Contributor represents and warrants that the matters set forth in Section 8(vii) of the
Capital Call Agreement are true and correct.

9.    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, the Contributor and
the Agent.

10.    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.

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

12.    This
Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or the Capital Call
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:                                              
| |  | J.F. LEHMAN EQUITY INVESTORS I, L.P.             
| |  | By: J.F.L. Investors, L.L.C., its general partner
| |  | By:                                              
| |  | BANKERS TRUST COMPANY,Individually and as Agent  
| |  | By:                                              

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