Exhibit 10.12.10


 


AMENDMENT NO. 6


to the


AMENDED AND
RESTATED ADDENDUM to


FINE PAPERS SUPPLY
AGREEMENT


between


PHILIP MORRIS USA
INC.


and


SCHWEITZER-MAUDUIT
INTERNATIONAL, INC.


 


This Amendment No. 6,
effective December 31, 2005, is by and between Philip Morris USA Inc. (formerly
Philip Morris Incorporated), a Virginia corporation doing business as Philip
Morris U.S.A. (“Buyer”), and Schweitzer-Mauduit International, Inc., a Delaware
corporation (“Seller”).


 


RECITALS


 


Whereas, Buyer and Seller
have previously entered into the Second Amended and Restated Agreement for Fine
Paper Supply, effective July 1, 2000, which has been amended by Amendment No.
1, effective May 23, 2002, Amendment No. 2, effective January 1, 2003,
Amendment No. 3, effective August 11, 2003, Amendment No. 4, effective January
1, 2004, Amendment No. 5, effective December 15, 2004 and Amendment No. 6,
effective December 31, 2004 (as amended, the “Agreement”);


 


Whereas, Buyer and Seller
have also previously entered into the Amended and Restated Addendum to Fine
Papers Supply Agreement, effective July 1, 2000, amended by Amendment No. 1,
effective August 4, 2000, Amendment No. 2, effective January 25, 2001,
Amendment No. 3, effective September 26, 2001, Amendment No. 4, effective
September 12, 2002 and Amendment No. 5, effective December 31, 2004 (as
amended, the “Addendum”).


 


Whereas, Buyer and Seller
now wish to further amend the Addendum as provided herein.


 


Now therefore, in
consideration of the promises exchanged herein and other good and valuable
consideration, the receipt and sufficiency of which the parties acknowledge,
Buyer and Seller agree as follows:


 


1.                                       Definitions.   Except as expressly provided herein, all capitalized terms
used herein shall have the meanings assigned to them in the Addendum.


 


2.                                       Compensation.  Section
3.5.3.1 is hereby deleted in its entirety and replaced with the following
revised Section 3.5.3.1:


 


[* * *]






Confidential material appearing in this document has been omitted and
filed separately with the Securities and Exchange Commission in accordance with
Rule 24b-2, promulgated under the Securities Exchange Act of 1934, as amended.
Omitted information has been replaced with asterisks.


 


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3.                                       Other Provisions Unchanged.   All other provisions of the Addendum
shall remain unchanged.


 


4.                                       Entire Agreement.   The Addendum and this Amendment No. 6
constitute the entire agreement between the parties regarding the subject matter
contained herein.


 


IN WITNESS WHEREOF, the
parties have caused their duly authorized representatives to sign this
Amendment No. 6, intending that the parties should be bound thereby.


 


	
  PHILIP MORRIS USA INC.

  	
  SCHWEITZER-MAUDUIT 

  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: 

  	
  Craig E. Stariha

  	
  Name: 

  	
  Peter J. Thompson

  
	
  Title: 

  	
  Director, Purchasing

  	
  Title: 

  	
  President – U.S.
  Operations

  
								



 


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