EXHIBIT 10.12.5
AMENDMENT NO. 2
to the
SECOND AMENDED AND RESTATED AGREEMENT
between
PHILIP MORRIS USA INC.
and
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
for FINE PAPER SUPPLY
This Amendment No. 2, effective January 1, 2003, is by and between Philip
Morris USA Inc. (formerly Philip Morris Incorporated), a Virginia corporation
and 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 (as amended,
the "Agreement"); and
Whereas, Buyer and Seller now wish to 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, as amended, or in the Amended and Restated Addendum to Fine
Papers Supply Agreement, effective July 1, 2000 (as amended, the
"Addendum").
2. Base Prices. Effective January 1, 2003, the Base Prices used to
determine the Adjusted Base Prices for each Grade of Fine Papers,
excluding Banded Cigarette Papers, shall be as shown in Attachment 1
hereto, which shall amend and restate Exhibit A of the Agreement.
These Base Prices are subject to re-determination [******] as provided
in Paragraphs 3, 4 and 5 below.
3. Re-Determined Base Prices for [******]. Effective [******], the Base
Prices for Cigarette Papers set forth in Attachment 1 are subject to
re-determination as follows. [******]
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.
a. [******]
b. [******]
The Base Prices applicable for [******], determined as provided in
this Paragraph 3, are hereinafter referred to as the "[*****] Base
Prices." If the [******] Base Prices [******] as set forth in
Paragraph 3.a, such [******] is referred to as the "[******] Base
Price [******]."
4. Re-determined Base Prices for [******]. Effective [******], the
[******] Base Prices for Cigarette Papers [******] are subject to
re-determination as follows: [******]
a. [******]
b. [******]
c. [******]
d. [******]
i. [******]
ii. [******]
The Base Prices applicable for [******], determined as provided in
this Paragraph 4, are hereinafter referred to as the "[******] Base
Prices." If the [******] Base Prices reflect a [******] as set forth
in Paragraph 4.a, b or c, such [*******] is referred to as the
"[******] Base Price [*******]."
5. Re-determined Base Prices for [******]. Effective [******], the
[******] Base Prices for Cigarette Papers [******] are subject to
re-determination as follows: [******]
a. [******]
b. [******]
c. [******]
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.
d. [******]
e. [******]
f. [******]
i. [******]
ii. [******]
iii. [******]
[******]
6. Effect of Delays in Re-determining Base Prices. To the extent the
information necessary to re-determine the Base Prices for Cigarette
Paper in accordance with Paragraphs 3, 4 and 5 above is not available
as of the "effective date" of any such re-determination, the
re-determination shall be made as soon as practical after such
information is available. Prior to any such re-determination, the Base
Prices applicable for the [******] shall be used to determine the
Invoice Prices for Cigarette Paper delivered on or after such
"effective date." Once the Base Prices are re-determined, such
re-determined Base Prices shall be the Base Prices applicable for the
[******] and an appropriate adjustment shall be made in the
compensation paid or payable in connection with Cigarette Paper
delivered and sold after the "effective date" for, but prior to, such
re-determination.
7. Base Prices During Phaseout Period. During the Phaseout Period, the
Base Prices shall [******] as provided in Paragraphs 3, 4 and 5 above,
i.e., the Adjusted Base Prices applicable during the Phaseout Period
shall be determined using the Base Prices applicable for Cigarette
Paper [******] delivered and sold during the [******] the start of the
Phaseout Period.
8. [******]
a. [******]
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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b. [******]
c. [******]
d. [******]
e. [******]
9. [******]
10. [******]
a. [******]
i. [******]
ii: [******]
b. [******]
i. [******]
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.
ii. [******]
[******]
11. [******]
a. [******]
b. [******]
[******]
12. [******]
a. [******]
i. [******]
ii. [******]
iii. [******]
iv. [******]
b. [******]
c. [******]
i. [******]
ii. [******]
[******]
d. [******]
(i) [******]
(ii) [******]
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.
[******]
13. [******]
14. [******]
15. Other Provisions Unchanged. All other provisions of the Agreement
shall remain unchanged.
16. Separate Counterparts. This Amendment No. 2 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.
17. Entire Agreement. The Agreement and this Amendment No. 2 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. 2, intending that the parties should
be bound thereby.
PHILIP MORRIS USA INC. SCHWEITZER-MAUDUIT
INTERNATIONAL, INC.
By: W. L. Odom By: Peter J. Thompson
---------------------------- -----------------------------
Name: W.L. Odom Name: Peter J. Thompson
Title: Director, Purchasing Title: President - U.S. Operations
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.
ATTACHMENT 1
PHILIP MORRIS/SCHWEITZER-MAUDUIT
BASE PRICES
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Base Price
SWM SWM [******]
SALES GRADE [******]
PRODUCT CODE CODE [******]
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