EXHIBIT 10.14.2
AMENDMENT NO. 1
This Amendment No. 1 dated as of January 30, 2003 ("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, (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 30, 2003 to January 29, 2004, (2) reduce the aggregate amount of Tranche
A 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 each of the conditions
precedent set forth in Section 5 below, Section 1.01 of the Credit Agreement is
hereby amended as follows:
(a) by deleting the date "January 30, 2003" in the definition of
"Maturity Date" and replacing it with the date "January 29, 2004"; and
(b) by deleting the "and" at the end of subsection (c) thereof,
replacing the period at the end of subsection (d) thereof with "; and" and
adding the following new subsection (e) in the definition of "Liquid
Investments":
(e) with respect to investments of amounts arising from or used in the conduct
of such Person's business in Brazil, bank debt securities issued by Banco ABN
AMRO Bank Brasil S.A. Banco Multiplo, 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 therefore); (ii)
the aggregate of such investments may not exceed $10,000,000 (or the Dollar
Equivalent thereof) and (iii) such investments may be terminated without premium
or penalty within three Business Days.
Section 3. Reduction of the Tranche A commitments. As of the effective
date of this Amendment, the aggregate Tranche A1 Commitments shall be reduced to
(euro)12,000,000 and the aggregate Tranche A2 Commitments shall be reduced to
$10,000,000. 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 A Commitments, the
Agent and the Banks waive any
requirement that the Borrowers proved 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 pursuant to Section 2.04. 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 A Commitments pursuant
to this Amendment shall be permanent, with no obligation of the Banks to
reinstate such Commitments and the commitment fees provided for in Section 2.03
of the Credit Agreement shall thereafter be computed on the basis of the Tranche
A Commitments, as so reduced.
Section 4. Representations and Warranties. The Borrowers 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 the Agent shall have received this Amendment duly and validly executed by
the Borrowers, the Agent and the Banks.
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/ ERIC WORMSER
----------------------------------
Eric Wormser
Managing Director
BANKS:
SOCIETE GENERALE
By: /s/ ERIC WORMSER
----------------------------------
Eric Wormser
Managing Director
BANQUE DE CHINE PARIS
By: /s/ YAO HUEMING
----------------------------------
Yao Huming
Corporate Banking Department
Director
NATEXIS BANQUE POPULAIRES
By: /s/ YVES DARGENT
----------------------------------
Yves Dargent
Director
By: /s/ HERVE BACHELOT
----------------------------------
Herve Bachelot
Sales
BNP - PARIBAS
By: /s/ BERNARD ROLLAND
----------------------------------
Bernard Rolland
Responsible Clientile
Entreprise
By: /s/ PHILIPPE CHELLE
----------------------------------
Philippe Chelle
Responsible Role Risque
CAISSE REGIONALE DE CREDIT
AGRICOLE MUTUEL DU FINISTERE
By: /s/ BERTRAND LE BORTE
----------------------------------
Bertrand Le Borte
Director Agence Grands
Entreprises
SUNTRUST BANK
By: /s/ DANIEL S. KOMITOR
----------------------------------
Daniel S. Komitor
Director
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ SCOTT R. CHAPPELKA
----------------------------------
Scott R. Chappelka
Vice President
CREDIT LYONNAIS
By: /s/ LE PIRUN PIERRE
----------------------------------
Le Pirun Pierre
Enforsable Credit Bretagne
C.C.F.
By: /s/ DE VASSELOT
----------------------------------
De Vasselot
Branch Manager
By: /s/ BRUNAUD
----------------------------------
Brunaud
Assistant Branch Manager
SCHEDULE 1
Lender Tranche A1 Commitment Tranche A2 Commitment
- ------ --------------------- ---------------------
Societe Generale (euro) 2,791,135.88 $ 2,325,946.57
Banque De Chine Paris (euro) 695,398.42 $ 579,498.68
Natexis Banques Populaires (euro) 2,604,000.00 $ 2,170,000.00
BNP Paribas (euro) 624,000.00 $ 520,000.00
Caisse Regionale De Credit Agricole
Mutuel Du Finistere (euro) 869,248.02 $ 724,373.35
SunTrust Bank (euro) 2,607,744.07 $ 2,173,120.05
Credit Lyonnais (euro) 1,200,000.00 $ 1,000,000.00
Credit Commercial De France (euro) 608,473.61 $ 507,061.35
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TOTALS (euro)12,000,000.00 $ 10,000,000.00