Exhibit 10.12.9


 


AMENDMENT NO. 7


to the


SECOND AMENDED AND RESTATED AGREEMENT


between


PHILIP MORRIS USA INC. and SCHWEITZER-MAUDUIT
INTERNATIONAL, INC.


for


FINE PAPER SUPPLY


 


This Amendment No. 7, 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”); and


 


Whereas, Buyer and Seller now wish to further amend
the Agreement 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 Agreement or in 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”).


 


2.             Term.   Article
III.A. shall be amended and restated to read as follows:


 


A.                                    Term


 


This Agreement shall be effective July 1,
2000 (the “Effective Date”) and shall continue in effect through December 31,
2004 (such period being hereinafter referred to as the “Initial Term”). Thereafter,
the Agreement automatically shall renew for three successive terms of two years
each (each a “Renewal Term”); provided, however, either party may cause the
Agreement to terminate at the end 






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.


 

















 


of the second Renewal Term (i.e., December 31, 2008) by
providing written notice of termination to the other party not later than [* *
*].


 


Notwithstanding the foregoing, this Agreement
shall not expire or terminate with respect to any New Product purchased and
sold through Direct Purchases or Indirect Purchases hereunder prior to the
expiration of the Guaranteed Sales Period, if any, specified in any applicable
Implementation Agreement between the parties respecting such New Product.


 


3.                                       Compensation.


 


a.                                       Effective [* *
*], the Base Prices used to determine the Adjusted Base Prices for each Grade
of Fine Papers, excluding Banded Cigarette Papers, shall be as shown in Attachment
1-A hereto, which shall amend and restate Exhibit A of the
Agreement.


 


b.                                      The parties are
currently engaged in good-faith negotiations that may result in further
increases in compensation for Fine Papers (other than Banded Cigarette Papers).
If any such increases are agreed upon, they shall be set forth in writing and
shall be effective [* * *] and thereafter. The compensation due Seller for any
Fine Papers (excluding Banded Cigarette Papers) sold to Buyer from [* * *] until
the date such increase was agreed to shall be adjusted accordingly. Seller
shall remit to Buyer a statement calculating such adjusted amounts, and Buyer
shall remit such amounts to Seller within 30 days following Buyer’s receipt of
Seller’s statement. If no such increases are agreed upon, the Base Prices shall
continue to be as shown in Attachment 1-A.


 


c.                                       The Invoice
Prices shall continue to be determined as provided in Article VIII.C of the
Agreement. The Base Prices shall continue to be subject to adjustment as
provided in Article VIII.D and Amendment No. 2 of the Agreement.


 


d.                                      If the Agreement
is terminated effective [* * *] as provided in Article III.A of the Agreement,
the Base Prices applicable during the Phaseout Period (excluding Banded
Cigarette Paper) shall be the Base Prices in effect for [* * *], subject
to increase as set forth in paragraph 3(b), above.


 


4.                                       Other
Provisions Unchanged.  All other provisions of the Agreement shall
remain unchanged.


 


5.                                       Entire
Agreement.  The Agreement and this Amendment No. 7 constitute the
entire agreement between the parties regarding the subject matter contained
herein.


 


2

















 


IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to sign this Amendment No. 7, 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

  
	
   

  	
   

  	
   

  
	
   Date: December             ,
  2005

  	
   

  	
  Date: December              ,
  2005

  
							



 


3

















 


Attachment 1-A


 


Philip Morris USA Inc. and Schweitzer-Mauduit
International, Inc.


BASE PRICES


 


	
  PRODUCT

  	
   

  	
  SWM SALES 

  CODE

  	
   

  	
  SWM GRADE 

  CODE

  	
   

  	
  Base Price 

  $ /Standard Bobbin

  	
   

  
	
  * * *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
   

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
   

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
   

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  
	
   

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
  ***

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Base
  Price 

  $/Standard Bobbin

  	
   

  
	
  * * *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
   

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
   

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Base
  Price 

  $/cwt.

  	
   

  
	
  * * *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
  * * *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
  * * *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
  * * *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
  * * *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
  * * *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
  * * *

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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