Exhibit 10.14.4


AMENDMENT NO. 3


 


 


                This
Amendment No. 3 dated as of January 27, 2005 (“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 Société
Générale, 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 and Amendment No. 2 dated as of
January 29, 2004 (the “Credit Agreement”).


 


                B.            The Borrowers have requested that
the Banks agree to (1) extend the Maturity Date of the Tranche A Commitments
under the Credit Agreement from January 27, 2005 to January 26, 2006, (2)
increase the aggregate amount of the Tranche A2 Commitments and reduce the
aggregate amount of the Tranche A1 Commitments and (3) make certain other
amendments to the Credit Agreement.


 


                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 as follows:


(a)           by deleting the date “January 27,
2005” in the definition of “Maturity Date” and replacing it with the date
“January 26, 2006”; and


(b)           by amending the definition of “Liquid
Investments” by amending in its entirety subsection (e) in as follows:


“(e) with respect to investments of amounts
arising from or used in the conduct of such Person’s business in Brazil,
Indonesia and the Philippines, bank debt securities issued by the following
banks:  Banco ABN AMRO Real S.A., Banco
do Brasil S.A., Banco Itau S.A., Banco Safra S.A., HSBC Bank Brasil S.A. Banco Multiplo,
Standard Chartered Bank, Pan Indonesia Bank, Bank of the Philippine Islands or
Equitable PCI Bank; provided that (i) such bank receives a long-term foreign
currency senior debt rating from either Standard & Poor’s Ratings Group or
Moody’s Investors Service and such rating is equal to or higher than B- (or the
then equivalent) (provided that (A) if the ratings established or deemed to
have been established by Standard & Poor’s Ratings Group and Moody’s
Investors Service for such bank shall differ, the lower of the two ratings
shall apply and (B) if neither Standard & Poor’s Ratings Group nor Moody’s
Investors Service shall have in effect a long-term foreign currency senior debt
rating for such bank, then Moody’s Investor Services’s long-term foreign
currency deposit rating, if any, shall be substituted therefor); (ii) the
aggregate of such investments may not exceed $10,000,000 (or the Dollar
Equivalent thereof); provided that the aggregate of such investments may not
exceed $5,000,000 (or the Dollar Equivalent thereof) in either Indonesia or the
Philippines; and (iii) such investments may be terminated without premium or
penalty within three Business Days.”


Section 3.       Increase
of the Tranche A2 Commitments; Reduction of the Tranche A1 Commitments.  As of the effective date of this Amendment,
the aggregate Tranche A2 Commitments shall be increased from 


 





















 


$10,000,000 to
$15,000,000 and the Tranche A1 Commitments shall be reduced from €12,000,000 to
€8,000,000.  Upon the effectiveness of
this Agreement pursuant to Section 5 below, each Lender’s Tranche A1 Commitment
and Tranche A2 Commitment shall be the Tranche A1 Commitment and Tranche A2
Commitment set forth on the attached Schedule 1.  With respect to such reduction of the Tranche
A1 Commitments, the Agent and the Banks waive any requirement pursuant to
Section 2.04 that (a) the Borrowers provide at least fifteen Business Days’
irrevocable written notice to the Agent to terminate in whole or reduce ratably
in part the unused portion of the Commitments or (b) any partial reduction of
the Commitments shall be in the minimum aggregate amount of €5,000,0000 or an
integral multiple of €1,000,0000 in excess thereof.  This waiver is limited to the extent
described herein and shall not be construed to be a consent to or a waiver of
any other actions required by the Credit Agreement or any other Credit
Document.  The reduction of the Tranche
A1 Commitments pursuant to this Amendment shall be permanent, with no
obligation of the Banks to reinstate such Commitments.  The commitment fees provided for in Section
2.03 of the Credit Agreement shall hereafter be computed on the basis of the
Tranche A1 Commitments or Tranche A2 Commitments, as so increased or reduced,
as the case may be.


Section 4.       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 5.       Effectiveness.  This Amendment shall become effective and the
Credit Agreement shall be amended as provided in Section 2 of this Amendment
when (a) the Agent shall have received this Amendment duly and validly executed
by the Borrowers, the Agent and the Banks and (b) the Borrower shall have paid
to the Agent for the ratable benefit of the Banks an amendment fee equal to
0.03% of the aggregate Commitments after giving effect to this Amendment.


Section
6.       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
7.       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 8.       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/   M THEZE PIERRE

  
	
   

  	
   

  	
          M. Theze Pierre

  
	
   

  	
   

  	
          Co-Head of Corporate Banking
  Department

  
	
   

  	
   

  	
   

  
	
   

  	
  NATEXIS BANQUE
  POPULAIRES

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/   HERVE MASSIAS

  
	
   

  	
   

  	
          Herve Massias

  
	
   

  	
   

  	
          Director Region Bretagne

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/   HERVE BACHELOT

  
	
   

  	
   

  	
          Herve Bachelot

  
	
   

  	
   

  	
          Charge d’Affaires

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BNP - PARIBAS

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/   JEAN-EUDES BLEHER

  
	
   

  	
   

  	
          Jean-Eudes Bleher

  
	
   

  	
   

  	
          Responsible Role Risque

  



 





















 


	
   

  	
  By:  

  	
  /s/   NOSEF SAROURAULT

  
	
   

  	
   

  	
          Nosef Sarourault

  
	
   

  	
   

  	
          Responsible Commercial

  
	
   

  	
   

  	
   

  
	
   

  	
  CAISSE REGIONALE DE
  CREDIT

  
	
   

  	
  AGRICOLE MUTUEL DU
  FINISTERE

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/   BERTRAUD ESPINASSOUS

  
	
   

  	
   

  	
          Bertrand Espinassous

  
	
   

  	
   

  	
          Director Agence Grands Entreprises

  
	
   

  	
   

  	
   

  
	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/   BRADLEY J STAPLES

  
	
   

  	
   

  	
          Bradley J. Staples

  
	
   

  	
   

  	
          Director

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT LYONNAIS

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/   ERIC CORBISHER

  
	
   

  	
   

  	
          Eric Corbisher

  
	
   

  	
   

  	
          Director Regional Enterprises

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT COMMERCIAL DE
  FRANCE

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/   DE VASSELOT

  
	
   

  	
   

  	
          De Vasselot

  
	
   

  	
   

  	
          Branch Manager