EX 10.12.11 Amendment No. 7





Exhibit 10.12.11




AMENDMENT NO. 7

to the

AMENDED AND RESTATED ADDENDUM to

FINE PAPERS SUPPLY AGREEMENT

between

PHILIP MORRIS USA INC.

and

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.




This Amendment No. 7, effective April 1, 2009, is by and between Philip Morris USA Inc., a
Virginia corporation (“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, and into seven successive amendments to
such agreement, which agreement has now expired except as it pertains to the Addendum (as amended,
the “Fine Papers Supply Agreement”);



Whereas, Buyer and Seller also have 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, Amendment No. 5, effective December 31,
2004, Amendment No. 6, effective December 31, 2005, and that certain Letter Amendment, dated March
26, 2009 (as amended, the “Addendum”); and



Whereas, Buyer and Seller now wish to further amend the Addendum regarding the pricing for
banded cigarette paper for the period April 1, 2009 through December 31, 2009, as provided herein.



Now Therefore, in consideration of the promises exchanged in this Amendment 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, all capitalized terms shall have the
meanings assigned to them in the Addendum.






	2.	 	Article 3.5 of the Addendum is deleted in its entirety and replaced with the following
revised Article 3.5:






	 	3.5	 	Compensation






As respects Banded Cigarette Papers only, the provisions of this Article 3.5 shall be in
lieu of the provisions of Article VIII.A, Article VIII.C, Article VIII.D, Article VIII.E,
Article VIII.F, Article VIII.H, Article VIII.I, Article VIII.J, Article VIII.L and Article
VIII.M of the Agreement. The provisions of this Article 3.5 do not amend, supplement
or replace in any way the provisions of Article VIII.B or Article VIII.K of the Agreement.


 


 









 






	 	3.5.1	 	General






	 	3.5.1.1	 	For each Bobbin of Banded Cigarette Papers sold and delivered through Direct
Purchases under this Addendum, Buyer shall pay the applicable Invoice Price (as
defined in Article 3.5.2). The Invoice Price shall be ***
	 
	 	3.5.1.2	 	The Invoice Price shall be estimated as follows: [***]
	 
	 	3.5.1.3	 	[***]






	 	3.5.2	 	Definitions
	 
	 	 	 	For purposes of this Article 3.5, each of the following terms shall have
the meaning hereinafter set forth:






	 	3.5.2.1	 	[***]
	 
	 	3.5.2.2	 	[***]
	 
	 	3.5.2.3	 	[***]
	 
	 	3.5.2.4	 	[***]
	 
	 	3.5.2.5	 	[***]
	 
	 	3.5.2.6	 	[***]
	 
	 	3.5.2.7	 	[***]
	 
	 	3.5.2.8	 	[***]
	 
	 	3.5.2.9	 	[***]
	 
	 	3.5.2.10	 	Price — the price for each Standard Bobbin of any Grade of Banded
Cigarette Papers sold and delivered to Buyer through Direct Purchases
hereunder, [***]
	 
	 	3.5.2.11	 	[***]
	 
	 	3.5.2.12	 	[***]
	 
	 	3.5.2.13	 	[***]






	 	3.5.3	 	[***]
	 
	 	3.5.4	 	[***]
	 
	 	3.5.5	 	[***]






	 	3.5.5.1	 	[***]
	 
	 	3.5.5.2	 	[***]
	 
	 	3.5.5.3	 	[***]
	 
	 	3.5.5.4	 	[***]
	 
	 	3.5.5.5	 	[***]
	 
	 	3.5.5.6	 	[***]






	 	3.5.6	 	Cost Management






	 	3.5.6.1	 	[***]
	 
	 	3.5.6.2	 	[Reserved]
	 
	 	3.5.6.3	 	[***]
	 
	 	3.5.6.4	 	[***]
	 
	 	3.5.6.5	 	[***]






	 	3.5.7	 	[***]
	 
	 	3.5.8	 	[***]
	 
	 	3.5.9	 	[***]






	 	3.5.9.1	 	[***]
	 
	 	3.5.9.2	 	[***]
	 
	 	3.5.9.3	 	[***]
	 
	 	3.5.9.4	 	[***]
	 
	 	3.5.9.5	 	[***]
	 
	 	3.5.9.6	 	[***]




 


 









 






	3.	 	Applicability. Article 3.5, as revised by this Amendment No. 7, shall remain in
effect through December 31, 2009.
	 
	4.	 	Agreement to Negotiate. [***]
	 
	5.	 	Deletion of Capital Cost Charge and Advanced Payment Credit Provisions. Article 3.6
and Article 4.3.3 of the Addendum are deleted in their entirety.
	 
	6.	 	Other Provisions Unchanged. All other provisions of the Addendum shall remain
unchanged.
	 
	7.	 	Separate Counterparts. This Amendment No. 7 may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures
were upon the same instrument.
	 
	8.	 	Entire Agreement. The Addendum and this Amendment No. 7 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. 7, intending that the parties should be bound thereby.



	 	 	 	 	 	 	 
	PHILIP MORRIS USA INC.	 	SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	Name:

	 	Henry P. Long Jr.
	 	Name:
	 	Otto R. Herbst
	Title:

	 	SVP, Procurement ALCS
	 	Title:
	 	Chief Operating Officer