Exhibit 10.12.7


AMENDMENT NO. 6


to the


SECOND AMENDED AND
RESTATED AGREEMENT


between


PHILIP MORRIS USA INC.


and


SCHWEITZER-MAUDUIT
INTERNATIONAL, INC.


for FINE PAPER SUPPLY


 


This Amendment No. 6, effective December 31, 2004, 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 and Amendment No. 5, effective December 15, 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, and
Amendment No. 4, effective September 12, 2002 (as amended, the “Addendum”).


2.             For
the Year beginning ***, it is the
intention of the Parties to provide for an adjustment in the compensation due
from Buyer to Seller pursuant to the Agreement  ***:


 


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


 


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  Category:

  	
  ***

  	
  ***

  



 


	
  Cigarette Paper
  (including Banded Cigarette Paper)

  	
  ***

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Plug Wrap

  	
  ***

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Tipping Paper

  	
  ***

  	
  ***

  



 


                ***


 


                For purposes of
this provision, “***” of a Category shall mean the
aggregate of all Direct and Indirect Purchases of that Category which are
ordered for delivery in ***, and also
includes (a) any amounts that are ordered for delivery in ***
but which Seller fails to deliver for any reason and (b) any amounts that are
ordered for delivery in *** but which
Buyer (or its Contractor, as applicable) does not take delivery of due to a
Force Majeure event preventing such taking of delivery.


 


                No later than ***, Seller will provide for Buyer’s review and approval an
accounting of ***, along with a computation of
any *** and a listing of any ***.  Payment of any
undisputed amounts due to Seller pursuant to this provision will by made by
Buyer no later than 60 days after Buyer’s receipt of Seller’s accounting.


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


4.             Separate Counterparts.  This Amendment No. 6 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.


5.             Entire Agreement. 
The Agreement 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:

  	
  /s/ CRAIG E. STARIHA

  	
   

  	
  By:

  	
  /s/ PETER J. THOMPSON

  
	
   

  	
   

  	
   

  
	
  Name:     Craig
  E. Stariha

  	
   

  	
  Name:   Peter
  J. Thompson

  
	
  Title:       Director,
  Purchasing

  	
   

  	
  Title:     President
  — U.S. Operations

  
					



 


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