Exhibit No. 10.14.5


 


AMENDMENT NO. 4


 


This Amendment No. 4 dated as
of January 26, 2006 (“Amendment”) is among Schweitzer-Mauduit International,
Inc. a Delaware corporation (“Company”), Schweitzer-Mauduit France S.A.R.L, a
French corporation (“SARL”, together with the Company, the “Borrowers”), the
banks party hereto (“Banks”) and Société Générale, as agent for the Banks (“Agent”).


 


INTRODUCTION


 


A.            The Borrowers, the Banks and the
Agent are party to the Credit Agreement dated as of January 31, 2002, as amended
by Amendment No. 1 dated as of January 30, 2003, Amendment No. 2 dated as of
January 29, 2004 and Amendment No. 3 dated as of January 27, 2005  (the “Credit Agreement”).


 


B.            The Borrowers have requested that
the Banks agree to (1) extend the Maturity Date of the Tranche A Commitments
under the Credit Agreement from January 26, 2006 to January 25, 2007, (2)
decrease the Applicable Margin with respect to Tranche A Advances and (3) make
certain other amendments to the Credit Agreement.


 


THEREFORE, the
Borrowers, the Agent and the Banks hereby agree as follows:


 


Section 1.               Definitions; References.   Unless otherwise defined in this Amendment,
terms used in this Amendment that are defined in the Credit Agreement shall
have the meanings assigned to such terms in the Credit Agreement.


 


Section 2.               Amendments.  Upon the satisfaction of the conditions
precedent set forth in Section 4 below,


 


(a)                                  Section 1.01 of the
Credit Agreement is hereby amended as follows:


 


(i)                                     by deleting the
date “January 26, 2006” in the definition of


 “Maturity Date” and replacing it with the date
“January 25, 2007”, and


 


(ii)                                  by deleting “0.65%”
and “0.75%”, each in the definition of


 “Applicable Margin” and replacing it with”0.45%
and “0.55%”, respectively.


 


(b)                                 Section 6.03 of the
Credit Agreement is hereby amended by deleting


 “$10,000,000” in clause (a)(iv) therein and
replacing it with “$13,000,000”.


 


(c)           Subsection (iv) of
Section 6.09 of the Credit Agreement is hereby amended by adding “PT PDM
Indonesia, PDM Philippines Industries, Inc.” after “Malaucene Industries S.N.C.”


 

















 


Section 3.               Representations and Warranties.  The Borrowers represent and warrant to the
Agent and the Banks as of the date hereof:


 


(a)           Any representations and warranties
set forth in the Credit Agreement and in the other Credit Documents (other than
those made as of a specific date) are true and correct in all material
respects;


 


(b)           (i) 
The execution, delivery and performance of this Amendment are within the
corporate power and authority of the Borrowers and have or will have been duly
authorized by appropriate proceedings and (ii) this Amendment constitutes a
legal, valid, and binding obligation of the Borrowers enforceable in accordance
with its terms, except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting the rights of creditors generally and
general principles of equity; and


 


(c)                                  No Default or Event
of Default has occurred and is continuing.


 


Section 4.               Effectiveness.       This Amendment shall become effective and
the Credit


 Agreement shall be amended as provided in
Section 2 of this Amendment when the Agent shall have received this Amendment
duly and validly executed by the Borrowers, the Agent and the Majority Banks.


 


Section 5.               Reaffirmation of Guaranty. The Company hereby reaffirms its obligations
under Article VIII of the Credit Agreement and agrees to remain liable for the
repayment of the Guaranteed Obligations (as defined therein), as such
Guaranteed Obligations have been amended hereby.


 


Section 6.               Choice of Law.  The Amendment shall be governed by and
interpreted in accordance with the laws of the State of New York, without
giving effect to the conflict of laws principles thereof.


 


Section 7.               Counterparts.        This Amendment may be signed in any
number of counterparts, each of which shall be an original.


 

















 


EXECUTED as of the date first
set forth above.


 


	
   

  	
  BORROWERS:

  	
   

  
	
   

  	
   

  
	
   

  	
  SCHWEITZER-MAUDUIT
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Wayne H.
  Deitrich

  
	
   

  	
   

  	
  Chairman and
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SCHWEITZER-MAUDUIT
  FRANCE. S.A.R.L.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Jean-Pierre
  Le Hetet

  
	
   

  	
   

  	
  Gérant
  (Manager)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AGENT:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOCIÉTÉ
  GÉNÉRALE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Anne Marie
  Dumortier

  
	
   

  	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANKS.

  	
   

  
	
   

  	
   

  
	
   

  	
  SOCIÉTÉ
  GÉNÉRALE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Anne Marie
  Dumortier

  
	
   

  	
   

  	
  Director

  
									



 

















 


	
   

  	
  BANK OF
  CHINA LIMITED PARIS BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Pierre THEZE

  
	
   

  	
  Title:

  	
  Co-head of
  Corporate Banking Dept.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATEXIS
  BANQUES POPULAIRES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Hervé
  MASSIAS

  
	
   

  	
  Title:

  	
  Directeur
  Régional Bretagne

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Hélene HUBLIN

  
	
   

  	
  Title: 

  	
  Chargée
  d’Affaires

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Frédéric
  QUANDALLE 

  
	
   

  	
  Title: 

  	
  R.C.E.I. du
  Centre d’Affaires Ouest Entrprises

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Jean Eudes
  BLEHER

  
	
   

  	
  Title: 

  	
  Responsable
  du Pôle Risques du Centre d’Affaires

  
	
   

  	
   

  	
  Ouest
  Entreprises

  
											



 

















 


	
   

  	
  CAISSE
  RÉGIONALE DE CRÉDIT

  
	
   

  	
  AGRICOLE
  MUTUEL DU FINISTERE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Philippe
  MENOU

  
	
   

  	
  Title:

  	
  Directeur Agence
  Grande Entreprises

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Bradley J.
  Staples

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LE CREDIT
  LYONNAIS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric
  CORBISIER

  
	
   

  	
  Title:

  	
  Directeur
  Régional Entreprises

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC FRANCE

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Bertrand de
  VASSELOT

  
	
   

  	
  Title:

  	
  Rennes
  Branch Manager