Exhibit
10.1


 


THIRD
AMENDMENT TO CREDIT AGREEMENT


 


THIS
THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of [______], 2022, is by and among Tecnoglass
Inc., a Cayman Islands exempted company (“Tecnoglass”), Tecno
RE LLC, a Florida limited liability company (“Tecno RE”), GM&P Consulting
and Glazing Contractors, Inc, a Florida corporation (“GM&P”), E.S.
Windows LLC, a Florida limited liability company (“ESW”), C.I. Energia
Solar S.A.S. E.S. Windows, a Colombia simplified stock corporation (“C.I. Energia”) and Tecnoglass
S.A.S., a Colombia simplified stock corporation (“Tecnoglass S.A.S.”, and, collectively with Tecnoglass, Tecno
RE, GM&P, ESW, and C.I. Energia, the “Borrowers”, and each, individually, a “Borrower”), the
Guarantors party hereto, the Lenders party hereto and PNC Bank, National Association, as successor to BBVA USA, as administrative agent
(in such capacity, the “Administrative Agent”).


 


W
I T N E S S E T H


 


WHEREAS,
the Loan Parties, certain banks and financial institutions from time to time party thereto (the “Lenders”) and the
Administrative Agent are parties to that certain Credit Agreement dated as of October 30, 2020 (as amended by that certain First Amendment
to Credit Agreement, dated as of July 8, 2021, that certain Second Amendment to Credit Agreement, dated as of November 12, 2021, and
as further amended, modified or restated from time to time prior to the date hereof, the “Credit Agreement”);


 


WHEREAS,
the Borrowers have requested additional flexibility to declare or make Restricted Payments under Section 7.06(d) of the Credit
Agreement; and


 


WHEREAS,
the Administrative Agent and Required Lenders have agreed to allow the Borrowers the flexibility to declare or make Restricted Payments
under such section, subject to the terms and conditions herein;


 


NOW,
THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE
1


 


Amendment of CREDIT AGREEMENT


 


1.1
Defined Terms. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.
The rules of interpretation set forth in Section 1.02 of the Credit Agreement are hereby incorporated by reference herein, mutatis
mutandis.


 




    	 



    	 



    

 


1.2
Amendments to Credit Agreement. Subject to the terms and conditions set forth herein, the parties hereto amend the Credit
Agreement as follows:


 


(a)
Section 7.06(d) is restated in its entirety, so that as amended it reads as follows:


 


(d)
any other Restricted Payment may be made by any Borrower any of its Subsidiaries so long as (i) no Default shall have occurred and be
continuing or would result therefrom and (ii) after giving pro forma effect thereto (including any incurrence and/or repayment
of Indebtedness in connection therewith) (x) the Consolidated Fixed Charge Coverage Ratio is not less than the level required by Section
7.16(b) as of the last day of the Fiscal Quarter in which such Restricted Payment is made and (y) the Consolidated Net Leverage Ratio
is not greater than the then applicable ratio set forth in Section 7.16(a) (after giving effect to any Leverage Step-Up); provided,
however, that the aggregate amount of Restricted Payments pursuant to this clause (d) shall not exceed, for any Fiscal Year, the
amount set forth below:


 


	Fiscal
    Year	 	Maximum
    Restricted Payments made pursuant to Section 7.06(d)
	2020	 	$5,100,000
	2021	 	$10,000,000
	2022,
    or any Fiscal Year thereafter	 	(1)
    the greater of $10,000,000 and 10% of Consolidated Adjusted EBITDA (for the period of four (4) Fiscal Quarters most recently ended
    on or prior to the date such Restricted Payment is made) or (2) unlimited amount so long as the Consolidated Net Leverage Ratio is
    less than or equal to 1.50:1.00 at the time such Restricted Payment is made


 


ARTICLE
2


 


CONDITION TO EFFECTIVENESS


 


2.1
Closing Conditions. This Amendment shall become effective as of the day and year set forth above (the “Amendment
Effective Date”) upon satisfaction (or waiver in writing by the Required Lenders and the Administrative Agent) of the following
conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):


 


(a)
Executed Amendment. The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Loan Parties,
the Required Lenders, and the Administrative Agent; and


 


(b)
Fees and Expenses. The Administrative Agent shall have received from the Borrowers any fees and expenses that are payable in connection
with the consummation of the transactions contemplated hereby; and counsel to the Administrative Agent shall have received from the Borrowers
payment of all reasonable and documented outstanding fees and expenses previously incurred and all reasonable and documented fees and
expenses incurred in connection with this Amendment.


 




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ARTICLE
3


 


MISCELLANEOUS


 


3.1
Reaffirmation of Obligations. Each Loan Party hereby ratifies the Credit Agreement and each other Loan Document to which such
Loan Party is party and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement or Loan Document applicable
to it, (b) that it is responsible for the observance and full performance of its respective Obligations and (c) the amendment herein
does not (i) create a course of dealing, (ii) except as expressly set forth herein, constitute an amendment of the Credit Agreement,
the other Loan Documents or any Indebtedness described therein, or (iii) constitute an agreement to waive any Default or Event of Default
under the Credit Agreement, in each case whether now existing or hereafter arising. This Amendment constitutes a Loan Document for purposes
of the Credit Agreement.


 


3.2
Expenses. The Borrowers agree to pay all reasonable and documented costs and expenses of the Administrative Agent in connection
with the preparation, execution and delivery of this Amendment, including without limitation the reasonable and documented fees and expenses
of the Administrative Agent’s legal counsel.


 


3.3
Entirety. This Amendment embodies the entire agreement among the parties hereto and supersedes all prior agreements and understandings,
oral or written, if any, relating to the subject matter hereof.


 


3.4
Counterparts; Integration; Effectiveness. This Amendment may be executed in counterparts (and by different parties hereto
in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single
contract. This Amendment shall become effective when it shall have been executed by the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery
of an executed counterpart of a signature page of this Amendment or any Note by telecopy, e-mail or other electronic imaging means (e.g.
“pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.


 


3.5
GOVERNING LAW. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE)
BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


[REMAINDER
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