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EXHIBIT 10.14.3  


 
 

AMENDMENT NO. 2    
    


        This Amendment No. 2 dated as of January 29, 2004 ("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 Societe Generale, 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 (the "Credit Agreement"). 


        B.    The
Borrowers have requested that the Banks agree to extend the Maturity Date of the Tranche A Commitments under the Credit Agreement from January 29, 2004 to
January 27, 2005. 


        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, Section 1.01 of the Credit Agreement is hereby amended by deleting the date "January 29, 2004" in the definition of "Maturity Date" and replacing it with the date
"January 27, 2005". 


        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 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.    This 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:	 	/s/  WAYNE H. DEITRICH      
 Wayne H. Deitrich

Chairman and Chief Executive Officer
	 	 	 	 	 
	 	 	SCHWEITZER-MAUDUIT FRANCE S.A.R.L.
	 	 	 	 	 
	 	 	By:	 	/s/  JEAN-PIERRE LE HETET      
 Jean-Pierre Le Hetet

Gerant (Manager)
	 	 	 	 	 
	 	 	 	 	 
	 	 	AGENT:
	 	 	 	 	 
	 	 	SOCIETE GENERALE
	 	 	 	 	 
	 	 	By:	 	/s/  MARC POUGET-ABADIE      
 Marc Pouget-Abadie

Director
	 	 	 	 	 
	 	 	 	 	 
	 	 	BANKS:
	 	 	 	 	 
	 	 	SOCIETE GENERALE
	 	 	 	 	 
	 	 	By:	 	/s/  MARC POUGET-ABADIE      
 Marc Pouget-Abadie

Director
	 	 	 	 	 
	 	 	BANQUE DE CHINE PARIS
	 	 	 	 	 
	 	 	By:	 	/s/  YAO HUEMING      
 Yao Huming

Head of Corporate Banking Department
	 	 	 	 	 
	 	 	NATEXIS BANQUE POPULAIRES
	 	 	 	 	 
	 	 	By:	 	/s/  YVES DARGENT      
 Yves Dargent

Director
	 	 	 	 	 
	 	 	By:	 	/s/  HERVE BACHELOT      
 Herve Bachelot

Sales
	 	 	 	 	 
	 	 	 	 	 







	 	 	BNP—PARIBAS
	 	 	 	 	 
	 	 	By:	 	/s/  JEAN-EUDES BLEHER      
 Jean-Eudes Bleher

Responsible Role Risque
	 	 	 	 	 
	 	 	By:	 	/s/  FREDERIC QUANDALLE      
 Frederic Quandalle

Responsible Commercial
	 	 	 	 	 
	 	 	CAISSE REGIONALE DE CREDIT

AGRICOLE MUTUEL DU FINISTERE
	 	 	 	 	 
	 	 	By:	 	/s/  BERTRAND LE BOITE      
 Bertrand Le Boite

Director Agence Grands Entreprises
	 	 	 	 	 
	 	 	SUNTRUST BANK
	 	 	 	 	 
	 	 	By:	 	/s/  DAVID W. PENTER      
 David W. Penter

Director
	 	 	 	 	 
	 	 	CREDIT LYONNAIS
	 	 	 	 	 
	 	 	By:	 	/s/  ERIC CORBISIER      
 Eric Corbisier

Director Regional Enterprises
	 	 	 	 	 
	 	 	CREDIT COMMERCIAL DE FRANCE
	 	 	 	 	 
	 	 	By:	 	/s/  DE VASSELOT      
 De Vasselot

Branch Manager











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AMENDMENT NO. 2

INTRODUCTION