EX-10.1



 Exhibit 10.1 
 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 
 FIRST
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 6, 2012 and effective as of the First Amendment Effective Date (as defined below) (this “Amendment”), among API TECHNOLOGIES CORP., a Delaware corporation
(the “Borrower”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”), and the Lenders (as defined below) party
hereto. 
 WHEREAS, the Borrower, Morgan Stanley Senior Funding, Inc., as Administrative Agent, and the lenders from time to
time party thereto (the “Lenders”) have entered into that certain Amended and Restated Credit Agreement, dated as of June 27, 2011 (as amended or otherwise modified from time to time prior to the date hereof, the
“Credit Agreement”). 
 WHEREAS, the parties hereto wish to amend the terms of the Credit Agreement as set
forth herein. 
 THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 SECTION 1. Defined Terms.
Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Credit Agreement. 

SECTION 2. Amendment to Credit Agreement. Effective as of the First Amendment Effective Date (as defined below), the Credit
Agreement is hereby amended as follows: (a) the following new subclause (xii) is in inserted after subclause (xi) of clause (A) of the definition of “Consolidated EBITDA”: “and (xii) solely for the Test Period
ended November 30, 2011 (and not any subsequent Test Periods) and solely for the purpose of determining compliance with Sections 10.07, 10.08, and 10.09 as demonstrated in the calculations set forth in certificates delivered pursuant to
Section 9.01(e) of the Credit Agreement, pro forma projected synergies and cost savings related to the Acquisition in the amount of $2,300,000 for the Fiscal Quarter ended August 31, 2011 and $2,300,000 for the Fiscal Quarter ended
November 30, 2011,”; (b) upon the receipt by the Borrower or any Subsidiary of Net Sale Proceeds from a Sale Leaseback of any real property, an amount equal to 100% of such Net Sale Proceeds shall promptly be applied as a mandatory
prepayment in accordance with Sections 5.02(h) and 5.02(i); and (c) solely for the Test Period ended November 30, 2011, for the purpose of calculating the Interest Coverage Ratio pursuant to Section 10.08 of the Credit Agreement,
Consolidated EBITDA shall be determined on a Pro Forma Basis in accordance with clause (iii) of the definition of “Pro Forma Basis” in the Credit Agreement. 







 SECTION 3. Representations and Warranties. To induce the other parties hereto to
enter into this Amendment, the Borrower represents and warrants to each other party hereto that, as of the date hereof: 
 (a) this Amendment has been duly authorized, executed and delivered by it and each of this Amendment and the Credit Agreement, as amended hereby, constitute its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or limiting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and 
 (b) after giving effect to this Amendment and the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing. 

SECTION 4. Effectiveness. Upon satisfaction the following condition, the parties hereto agree that this Amendment shall be deemed
effective as of November 30, 2011 (the “First Amendment Effective Date”): 
 (i) The
Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of the Borrower and Lenders constituting Required Lenders. 

SECTION 5. Effect of Amendment. (a) Except as expressly set forth herein (including, for the avoidance of doubt,
Section 4 hereof, which is intended to make the amendments set forth in Section 2 hereof effective as of the First Amendment Effective Date), this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or
otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect as amended hereby. Nothing herein
shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in
similar or different circumstances. 
 (b) On and after the First Amendment Effective Date, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Credit Document shall be deemed a reference to the Credit
Agreement as amended hereby. This Amendment shall constitute a “Credit Document” for all purposes of the Credit Agreement and the other Credit Documents. 
 SECTION 6. Affirmation. By executing and delivering a counterpart hereof, the Borrower hereby agrees that all Loans shall be guaranteed and secured pursuant to and in accordance with the terms and
provisions of each of the U.S. Guaranty and Collateral Agreement and the Canadian Guaranty and Collateral Agreement and the other Security Documents in accordance with the terms and provisions thereof. 

  
 -2-









 SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 SECTION 8. Counterparts. This Amendment may be executed in one
or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic imaging means of an executed counterpart of a signature page to this
Amendment shall be effective as delivery of an original executed counterpart of this Amendment. 
 SECTION 9. Headings.
Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment. 
 [Remainder of page intentionally blank.] 

  
 -3-









 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their duly authorized officers, all as of the date and year first above written. 
  

			
	API TECHNOLOGIES CORP.
		
	By 	 	/s/    Brian Kahn
		 	Name: Brian Kahn
		 	Title:   Chairman/CEO


  

			
	 MORGAN STANLEY SENIOR FUNDING, INC.,
 as Administrative Agent

		
	By 	 	/s/    Nicholas Romis
		 	Name: Nicholas Romis
		 	Title:   Vice President


  

			
	 MORGAN STANLEY BANK, N.A.,
 as Lender for the Revolver

		
	By 	 	/s/    Scott Taylor
		 	Name: Scott Taylor
		 	Title:   Authorized Signatory


  

			
	 ORPHEUS FUNDING LCC

By: Guggenheim Investment Management, LLC
 as
Manager



  

			
	By 	 	/s/    Michael Damaso
		 	Name: Michael Damaso
		 	Title:   Senior Managing Director


  

			
	 SANDS POINT FUNDING LTD.
 By: Guggenheim Investment Management, LLC
 as Collateral
Manager



  

			
	By 	 	/s/    Michael Damaso
		 	Name: Michael Damaso
		 	Title:   Senior Managing Director



  
 [Signature
Page to First Amendment to Amended and Restated Credit Agreement] 








 
			
	 KENNECOTT FUNDING LTD.
 By: Guggenheim Investment Management, LLC
 as Collateral
Manager



  

			
	 By 
	 	/s/    Michael Damaso
		 	Name: Michael Damaso
		 	Title:   Senior Managing Director


  

			
	 COPPER RIVER CLO LTD.
 By: Guggenheim Investment Management, LLC
 as Collateral
Manager



  

			
	 By 
	 	/s/    Michael Damaso
		 	Name: Michael Damaso
		 	Title:   Senior Managing Director



 

			
	 5180 CLO LP
 By:
Guggenheim Investment Management, LLC
 as Collateral Manager




 

			
	 By 
	 	/s/    Michael Damaso
		 	Name: Michael Damaso
		 	Title:   Senior Managing Director


  

			
	 GUGGENHEIM HIGH-YIELD LOAN PLUS MASTER FUND SPC, on behalf of and for the account of the HIGH-YIELD LOAN PLUS MASTER
SEGREGATED PORTFOLIO
 By: Guggenheim Investment Management, LLC
 as Manager



  

			
	 By 
	 	/s/    Michael Damaso
		 	Name: Michael Damaso
		 	Title:   Senior Managing Director



  
 [Signature
Page to First Amendment to Amended and Restated Credit Agreement] 








 
			
	 ABITIBIBOWATER FIXED INCOME MASTER TRUST FUND
 By: Guggenheim Investment Management, LLC
 as Investment
Manager



  

			
	 By 
	 	/s/    Michael Damaso
		 	Name: Michael Damaso
		 	Title:   Senior Managing Director


  

			
	 THE ABITIBIBOWATER INC. US MASTER TRUST for DEFINED BENEFIT PLUS
 By: Guggenheim Investment Management, LLC
 as Investment
Manager



  

			
	 By 
	 	/s/    Michael Damaso
		 	Name: Michael Damaso
		 	Title:   Senior Managing Director


  

			
	 NZCG FUNDING LTD.

By: Guggenheim Investment Management, LLC
 as
Collateral Manager



  

			
	 By 
	 	/s/    Michael Damaso
		 	Name: Michael Damaso
		 	Title:   Senior Managing Director


  

			
	 NYLIAC SEPARATE ACCOUNT 70_A01
 By: Guggenheim Partners Asset Management, LLC
 as Investment
Manager



  

			
	 By 
	 	/s/    Michael Damaso
		 	Name: Michael Damaso
		 	Title:   Senior Managing Director



  
 [Signature
Page to First Amendment to Amended and Restated Credit Agreement] 








 
			
	 GUGGENHEIM LIFE AND ANNUITY COMPANY
 By: Guggenheim Partners Asset Management, LLC
 as Investment
Manager



  

			
	By 	 	/s/    Michael Damaso
		 	Name: Michael Damaso
		 	Title:   Senior Managing Director


  

			
	 CLAYMORE/GUGGENHEIM STRATEGIC OPPORTUNITIES FUND
 By: Guggenheim Partners Asset Management, LLC
 as Investment
Manager



  

			
	 By 
	 	/s/    Michael Damaso
		 	Name: Michael Damaso
		 	Title:   Senior Managing Director


  

			
	 INTEL CORPORATION PROFIT SHARING RETIREMENT PLAN
 By: Guggenheim Partners Asset Management, LLC
 as Investment
Manager



  

			
	 By 
	 	/s/    Michael Damaso
		 	Name: Michael Damaso
		 	Title:   Senior Managing Director


  

			
	 PRINCIPAL FUND, INC. – GLOBAL DIVERSIFIED INCOME FUND
 By: Guggenheim Investment Management, LLC
 as
Sub-Adviser



  

			
	 By 
	 	/s/    Michael Damaso
		 	Name: Michael Damaso
		 	Title:   Senior Managing Director



  
 [Signature
Page to First Amendment to Amended and Restated Credit Agreement] 








 
			
	 MIDLAND NATIONAL LIFE INSURANCE COMPANY – ANNUITY
 By: Guggenheim Partners Asset Management, LLC
 as Investment Manager

		
	 By 
	 	/s/    Michael Damaso
		 	Name: Michael Damaso
		 	Title:   Senior Managing Director


  

			
	 GUGGENHEIM BUILD AMERICA BONDS MANAGED DURATION TRUST
 By: Guggenheim Partners Asset Management, LLC
 as Investment
Manager



  

			
	 By 
	 	/s/    Michael Damaso
		 	Name: Michael Damaso
		 	Title:   Senior Managing Director


  

			
	GMP DIVERSIFIED ALPHA MASTER FUND, LTD.
		
	 By 
	 	/s/    Paul Liebovitz
		 	Name: Paul Liebovitz
		 	Title:   COO & Managing Partner


  

			
	HORIZON CREDIT OPPORTUNITIES MASTER FUND
		
	 By 
	 	/s/    David Kingsley
		 	Name: David Kingsley
		 	Title:   Senior Portfolio Manager


  

			
	VIRTUS MULTI-SECTOR SHORT TERM BOND FUND
		
	 By 
	 	/s/    Kyle Jennings
		 	Name: Kyle Jennings
		 	Title:   Managing Director



  
 [Signature
Page to First Amendment to Amended and Restated Credit Agreement] 








 
			
	VIRTUS MULTI-SECTOR FIXED INCOME FUND
		
	 By 
	 	/s/    Kyle Jennings
		 	Name: Kyle Jennings
		 	Title:   Managing Director


  

			
	VIRTUS SENIOR FLOATING RATE FUND
		
	 By 
	 	/s/    Kyle Jennings
		 	Name: Kyle Jennings
		 	Title:   Managing Director


  

			
	MAIN STREET CAPITAL CORPORATION
		
	 By 
	 	/s/    Rodger Stout
		 	Name: Rodger Stout
		 	Title:   Senior Vice President


  

			
	 GENERAL ELECTRIC PENSION TRUST
 By: GE Capital Debt Advisors LLC,
 as Investment
Advisor



  

			
	 By 
	 	/s/    John Campos
		 	Name: John Campos
		 	Title:   Authorized Signatory


  

			
	GE CAPITAL FINANCIAL INC.
		
	 By 
	 	/s/    Stephen F. Schroppe
		 	Name: Stephen F. Schroppe
		 	Title:   Duly Authorized Signatory



  
 [Signature
Page to First Amendment to Amended and Restated Credit Agreement] 








 
			
	CARLYLE GLOBAL MARKET STRATEGIES CLO 2011-1, LTD.
		
	 By 
	 	/s/    Linda Pace
		 	Name: Linda Pace
		 	Title:   Managing Director


  

			
	CARLYLE HIGH YIELD PARTNERS VII, LTD.
		
	 By 
	 	/s/    Linda Pace
		 	Name: Linda Pace
		 	Title:   Managing Director


  

			
	CARLYLE HIGH YIELD PARTNERS IX, LTD.
		
	 By 
	 	/s/    Linda Pace
		 	Name: Linda Pace
		 	Title:   Managing Director


  

			
	CARLYLE ARNAGE CLO, LTD.
		
	 By 
	 	/s/    Linda Pace
		 	Name: Linda Pace
		 	Title:   Managing Director


  

			
	CARLYLE AZURE CLO, LTD.
		
	 By 
	 	/s/    Linda Pace
		 	Name: Linda Pace
		 	Title:   Managing Director


  

			
	CARLYLE BRISTOL CLO, LTD.
		
	 By 
	 	/s/    Linda Pace
		 	Name: Linda Pace
		 	Title:   Managing Director



  
 [Signature
Page to First Amendment to Amended and Restated Credit Agreement] 








 
			
	CARLYLE MCLAREN CLO, LTD.
		
	 By 
	 	/s/    Linda Pace
		 	Name: Linda Pace
		 	Title:   Managing Director


  

			
	CARLYLE VANTAGE CLO, LTD.
		
	 By 
	 	/s/    Linda Pace
		 	Name: Linda Pace
		 	Title:   Managing Director


  

			
	CARLYLE VEYRON CLO, LTD.
		
	 By 
	 	/s/    Linda Pace
		 	Name: Linda Pace
		 	Title:   Managing Director


  

			
	MOUNTAIN CAPITAL CLO IV, LTD.
		
	 By 
	 	/s/    Linda Pace
		 	Name: Linda Pace
		 	Title:   Managing Director


  

			
	MOUNTAIN CAPITAL CLO V, LTD.
		
	 By 
	 	/s/    Linda Pace
		 	Name: Linda Pace
		 	Title:   Managing Director


  

			
	MOUNTAIN CAPITAL CLO VI, LTD.
		
	 By 
	 	/s/    Linda Pace
		 	Name: Linda Pace
		 	Title:   Managing Director



  
 [Signature
Page to First Amendment to Amended and Restated Credit Agreement] 








 
			
	GOLDEN KNIGHT II CLO, LTD.
		
	 By 
	 	/s/    Joel Serebransky
		 	Name: Joel Serebransky
		 	Title:   Portfolio Manager


  

			
	LORD ABBETT INVESTMENT TRUST – LORD ABBETT FLOATING RATE FUND
		
	 By 
	 	/s/    Joel Serebransky
		 	Name: Joel Serebransky
		 	Title:   Portfolio Manager


  

			
	 BENTHAM WHOLESALE SYNDICATED LOAN FUND
 By: Credit Suisse Asset Management, LLC,
 as Agent (Sub-adviser) to Challenger Investment Services
Limited, the Responsible Entity for Bentham Wholesale Syndicated Loan Fund



  

			
	 By 
	 	/s/    Louis Farano
		 	Name: Louis Farano
		 	Title:   Authorized Signatory


  

			
	 ARIZONA STATE RETIREMENT SYSTEM
 By: Credit Suisse Asset Management, LLC,
 as its investment
manager



  

			
	 By 
	 	/s/    Louis Farano
		 	Name: Louis Farano
		 	Title:   Authorized Signatory


  

			
	 CREDIT SUISSE HIGH INCOME FUND
 By: Credit Suisse Asset Management, LLC,
 as its investment
adviser



  

			
	 By 
	 	/s/    Louis Farano
		 	Name: Louis Farano
		 	Title:   Authorized Signatory



  
 [Signature
Page to First Amendment to Amended and Restated Credit Agreement] 








 
			
	 MADISON PARK FUNDING III, LTD.
 By: Credit Suisse Asset Management, LLC,
 as collateral
manager



  

			
	 By 
	 	/s/    Louis Farano
		 	Name: Louis Farano
		 	Title:   Authorized Signatory


  

			
	 MADISON PARK FUNDING II, LTD.
 By: Credit Suisse Asset Management, LLC,
 as collateral
manager



  

			
	 By 
	 	/s/    Louis Farano
		 	Name: Louis Farano
		 	Title:   Authorized Signatory


  

			
	 MADISON PARK FUNDING VII, LTD.
 By: Credit Suisse Asset Management, LLC,
 as portfolio
manager



  

			
	 By 
	 	/s/    Louis Farano
		 	Name: Louis Farano
		 	Title:   Authorized Signatory


  

			
	 BA/CSCREDIT 1 LLC

By: Credit Suisse Asset Management, LLC,
 as its
investment manager



  

			
	 By 
	 	/s/    Louis Farano
		 	Name: Louis Farano
		 	Title:   Authorized Signatory


  

			
	 CREDIT SUISSE DOLLAR SENIOR LOAN FUND, LTD.
 By: Credit Suisse Asset Management, LLC,
 as investment
manager



  

			
	 By 
	 	/s/    Louis Farano
		 	Name: Louis Farano
		 	Title:   Authorized Signatory



  
 [Signature
Page to First Amendment to Amended and Restated Credit Agreement]