Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT (this Amendment), dated as of October 20, 2023, is by
and among Mativ Receivables LLC, a Delaware limited liability company (the Seller), Mativ Holdings, Inc. (f/k/a Schweitzer-Maudit International, Inc.), a Delaware corporation (Mativ) as servicer
(in such capacity, the Servicer), PNC Bank, National Association (PNC), as administrative agent (in such capacity, the Administrative Agent) and as a Purchaser, the Persons from time to
time party thereto as Purchasers, and PNC Capital Markets LLC (the Structuring Agent). Capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in the Receivables Purchase
Agreement described in the recitals below.
RECITALS
WHEREAS, the Seller, the Servicer, the Administrative Agent, the Purchasers from time to time party thereto and the Structuring Agent, have
entered into that certain Receivables Purchase Agreement, dated as of December 23, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the Receivables Purchase Agreement);
WHEREAS, concurrently herewith, the Seller, the Administrative Agent, the Purchasers and the Structuring Agent are entering into that certain
Amended and Restated Fee Letter, dated as of the date hereof (the Fee Letter);
WHEREAS, concurrently herewith, the
Seller, as buyer, the Servicer, Mativ (in such capacity, the Exiting Originator) and the other Originators party thereto are entering into that certain Amendment No. 1 to the Sale and Contribution Agreement, dated as of the
date hereof (the SCA Amendment);
WHEREAS, concurrently herewith, the Seller, the Servicer, the Administrative Agent
and Bank of America, N.A. are entering into that certain Amendment No. 1 to the Account Control Agreement, dated as of the date hereof (the DACA Amendment);
WHEREAS, concurrently herewith, the Seller, the Exiting Originator, the Servicer and the Administrative Agent are entering into that certain
Assignment Agreement, dated as of the date hereof (the Assignment Agreement, and together with the Fee Letter, the SCA Amendment and the DACA Amendment, collectively, the Related Agreements); and
WHEREAS, the Seller, the Servicer, the Purchasers, the Administrative Agent and the Structuring Agent desire to amend the Receivables Purchase
Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective
meanings ascribed thereto in, or by reference in, the Receivables Purchase Agreement.