SCHWEITZER MAUDUIT INTERNATIONAL INC
AMENDMENT NO.4 TO AMENDED AND RESTATED CREDIT AGMT
<DOCUMENT>
<TYPE>EX-10.14.5
<SEQUENCE>3
<FILENAME>g66507ex10-14_5.txt
<DESCRIPTION>AMENDMENT NO.4 TO AMENDED AND RESTATED CREDIT AGMT
<TEXT>

<PAGE>   1
                                                                 EXHIBIT 10.14.5





                                 AMENDMENT NO. 4
                  TO THE AMENDED AND RESTATED CREDIT AGREEMENT





<PAGE>   2




                                 AMENDMENT NO. 4

         This Amendment No. 4 dated as of January 19, 2001 ("Amendment") is
among Schweitzer-Mauduit International, Inc., a Delaware corporation ("Company"
or "Guarantor"), Schweitzer-Mauduit France S.A.R.L., a French corporation
("SMF"), PDM Industries, S.N.C., a French corporation ("PDM", together with the
Company and SMF, the "Borrowers"), the banks party hereto ("Banks") and Societe
Generale, as agent for the Banks ("Agent").

                                  INTRODUCTION

         A.       The Borrowers, the Guarantor, the Banks and the Agent are
party to the Amended and Restated Credit Agreement dated as of January 30, 1998,
as amended by Amendment No. 1 dated as of January 29, 1999, Amendment No. 2
dated as of May 6, 1999 and Amendment No. 3 dated as of January 7, 2000 (as
amended, the "Credit Agreement").

         B.       The Borrowers have requested that the Banks agree to (1)
extend the Maturity Date of the U.S. Revolving Commitments and the French
Revolving Commitments under the Credit Agreement from January 26, 2001 to
January 25, 2002, (2) substitute the Euro for French Francs as a permitted
Currency under the Credit Agreement and (3) make certain other amendments to the
Credit Agreement.

         THEREFORE, the Borrowers, the Guarantor, the Agent and the Banks hereby
agree as follows:

         Section 1.        Definitions; References. Unless otherwise defined in
this Amendment, terms used in this Amendment which 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 4 below, the Credit Agreement is
hereby amended as follows:

         (a)      Section 1.01 of the Credit Agreement is hereby amended as
follows:

                  (i)      by deleting the date "January 26, 2001" in the
         definition of "Maturity Date" and replacing it with the date "January
         25, 2002";

                  (ii)     by deleting the percentage ".75%" in the definition
         of "Applicable Margin" and replacing it with the percentage ".90%";

                  (iii)    by deleting the following definitions and replacing
         them in their entirety as follows:

                  "Applicable Lending Office" means, with respect to each Bank,
         such Bank's U.S. Lending Office in the case of a U.S. Base Rate
         Advance, such Bank's Eurodollar Lending Office in the case of a
         Eurodollar Rate Advance, and such Bank's Eurocurrency Lending Office in
         the case of a Eurocurrency Rate Advance.

                  "Business Day" means, (a) with respect to U.S. Base Rate
         Advances, a day of the year on which banks are not required or
         authorized to close in Atlanta, Georgia, New York City or Dallas,
         Texas, (b) with respect to Eurodollar Rate Advances, a day of the year
         on which banks are not required or authorized to close in Atlanta,
         Georgia, New York City, Dallas, Texas or London, England, and (c) with
         respect to Eurocurrency Rate Advances, a day of the year on which banks
         are not required or authorized to close in Atlanta, Georgia, London,
         England or Paris, France.

                  "Currency" means, Dollars or Euros, as applicable.

<PAGE>   3

                  "Eurocurrency Rate" means, for the Interest Period for each
         Eurocurrency Rate Advance comprising part of the same Borrowing, (a)
         the interest rate per annum equal to the offered quotation which
         appears on the page of the Telerate Screen which displays the rate of
         the Banking Federation of the European Union for the Euro (being
         currently page "248") at or about 11:00 a.m. (Brussels time) two
         Business Days before the first day of such Interest Period and for a
         period equal to such Interest Period or, if such page of such service
         shall cease to be available, such other page or such other service for
         the purpose of displaying an average rate of the Banking Federation of
         the European Union as the agent, after consultation with the Banks and
         the Guarantor, shall select; or (b) if no quotation for the Euro for
         the relevant Interest Period is displayed and the Agent has not
         selected an alternative service on which a quotation is displayed, the
         arithmetic mean (rounded upwards to four decimal places) of the rates
         (as notified to the Agent) at which each of the Reference Banks was
         offering to prime banks in the European Interbank Market deposits in
         Euro of an equivalent amount for such Interest Period at or about 11:00
         a.m. (Brussels time) two Business Days before the first day of such
         Interest Period.

                  "Fixed Rate Advance" means any Eurodollar Rate Advance or
         Eurocurrency Rate Advance.

                  "French Revolving Advance" means any advance by a Bank to a
         French Borrower as part of a French Revolving Borrowing and refers to a
         Eurocurrency Rate Advance.

                  "French Revolving Commitment" means, for each Bank, the
         amount in Euros set opposite such Bank's name on the signature pages of
         the Fourth Amendment as its French Revolving Commitment or, if such
         Bank has entered into any Assignment and Acceptance after the date of
         the Fourth Amendment, set forth for such Bank as its French Revolving
         Commitment in the Register maintained by the Agent pursuant to Section
         10.06(c).

                  "French Term Advance" means all advances previously made by a
Bank to SMF described in Section 2.01(c)(ii) and refers to Eurocurrency Rate
Advances.

                  "Interest Period" means, for each Fixed Rate Advance
comprising part of the same Borrowing, the period commencing on the date of such
Advance or the date of the Conversion of any existing Advance into such an
Advance and ending on the last day of the period selected by a Borrower pursuant
to the provisions below and Section 2.02 and, thereafter, each subsequent period
commencing on the last day of the immediately preceding Interest Period and
ending on the last day of the period selected by such Borrower pursuant to the
provisions below and Section 2.02. The duration of each such Interest Period
shall be one, two, three, or six months, in each case as the applicable Borrower
may, upon notice received by the Agent at the Applicable Lending Office on the
day and at the time required by Section 2.02 (and copies of which shall in any
event be sent simultaneously to the Agent's U.S. Lending Office), select;
provided, however, that:

         (a)      no Borrower may select any Interest Period for any Term
Advance of any Class which ends after any principal repayment date unless, after
giving effect to such selection, the aggregate unpaid principal amount of Term
Advances of such Class that are U.S. Base Rate Advances (in the case of U.S.
Term Advances and Spanish Term Advances) and Term Advances of such Class having
Interest Periods which end on or before such principal repayment date shall be
at least equal to the amount of Term Advances of such Class due and payable on
or before such date;

         (b)      Interest Periods commencing on the same date for Advances by
each Bank comprising part of the same Borrowing shall be of the same duration;

         (c)      whenever the last day of any Interest Period would otherwise
occur on a day other than a Business Day, the last day of such Interest Period
shall be extended to occur on the next succeeding Business Day, provided that if
such extension would cause the last day of such Interest Period to occur in

<PAGE>   4

the next following calendar month, the last day of such Interest Period shall
occur on the next preceding Business Day;

         (d)      any Interest period which begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period) shall end on the last
Business Day of the calendar month in which it would have ended if there were a
numerically corresponding day in such calendar month; and

         (e)      No Borrower may select any Interest Period for any French
Revolving Advance or U.S. Revolving Advance which ends after the applicable
Maturity Date for such French Revolving Advances or U.S. Revolving Advances.

         (iv)     by adding the following new definitions:

         "EC Treaty" means the Treaty establishing the European Community
(signed in Rome on 25 March 1957) and amended by the Treaty on European Union
(signed in Maastricht on 7 February 1992), as amended from time to time.

         "EMU" means Economic and Monetary Union as contemplated in the Treaty
establishing the European Community (signed in Rome on 25 March 1957) and
amended by the Treaty on European Union (signed in Maastricht on 7 February
1992), as amended from time to time.

         "Euro" and/or "EUR" means the lawful currency of the member states of
the European Union that adopt the single currency in accordance with the EC
Treaty and as referred to in EMU Legislation.

         "Fourth Amendment" means Amendment No. 4 dated as of January 26, 2001
among the Company, SMF, PDM, the Banks and the Agent.

         (v)      by deleting the following definitions in their entirety:

         "French Alternate Rate";

         "French Alternate Rate Advance";

         "French Francs" and "FRF".

         (b)      The last sentence of Section 1.04 of the Credit Agreement is
hereby amended in its entirety as follows:

         The "Type" of an Advance refers to the determination whether such
         Advance is a Eurodollar Rate Advance, a Eurocurrency Rate Advance or a
         U.S. Base Rate Advance, each of which constitutes a Type.

         (c)      Section 2.01 (b) of the Credit Agreement is hereby amended by
replacing "5,000,000 French Francs and in integral multiples of 1,000,000 French
Francs" with "EUR1,000,000 and in integral multiples of EUR100,000".

         (d)      Sections 2.02(a) and (b) of the Credit Agreement are hereby
amended in their entirety as follows:

                  (a)      Notice. Each Borrowing shall be made pursuant to a
         Notice of Borrowing, given not later than (i) 10:00 a.m. (Dallas, Texas
         time) on the third Business Day before the date of a requested
         Borrowing in the case of a Eurodollar Rate Advance, (ii) 10:00 a.m.
         (Paris, France time) three Business Days before the date of a requested
         Borrowing in the case of a Eurocurrency Rate Advance, or (iii) 10:00
         a.m. (Dallas, Texas time) on the Business Day of a requested Borrowing,
         in the case of

<PAGE>   5

         a U.S. Base Rate Advance, by the Borrower to the Agent's Applicable
         Lending Office. The Agent shall give to each Bank prompt notice on the
         day of receipt of a timely Notice of Borrowing of such requested
         Borrowing by telecopier or telex. Each Notice of a Borrowing shall be
         by telecopier, telex or telephone, confirmed promptly in writing
         specifying (A) the requested date of such Borrowing (which shall be a
         Business Day), (B) the requested Type and Class of Advances comprising
         such Borrowing, (C) the requested aggregate amount of such Borrowing,
         (D) the applicable Borrower, and (E) if such Borrowing is to be
         comprised of Fixed Rate Advances, the requested Interest Period for
         each such Advance. In the case of a requested Borrowing comprised of
         Fixed Rate Advances, the Agent shall promptly notify each Bank of the
         applicable interest rate under Sections 2.06(c) or 2.06(d), as
         applicable. Each Bank shall (i) in the case of all Borrowings which are
         comprised of Eurodollar Rate Advances, before 11:00 a.m. (Dallas, Texas
         time) on the date of such Borrowing, (ii) in the case of all Borrowings
         which are comprised of Eurocurrency Rate Advances, before 11:00 a.m.
         (Paris, France time) on the date of such Borrowing, and (iii) in the
         case of Borrowings which are comprised of U.S. Base Rate Advances,
         before 1:00 p.m. (Dallas, Texas time) on the date of such Borrowing,
         make available through its Applicable Lending Office to the Agent at
         the Agent's Applicable Lending Office, or such other location as the
         Agent may specify by notice to the Banks, in same day funds, (A) in the
         case of a U.S. Term Borrowing, a French Term Borrowing or a Spanish
         Term Borrowing, such Bank's U.S. Term Share, French Term Share or
         Spanish Term Share of such Borrowing and (B) in the case of a U.S.
         Revolving Borrowing or a French Revolving Borrowing, such Bank's U.S.
         Revolving Share or French Revolving Share of such Borrowing. After the
         Agent's receipt of such funds and upon fulfillment of the applicable
         conditions set forth in Article III, the Agent will promptly make such
         funds available to the applicable Borrower at such account as the
         applicable Borrower shall specify in writing to Agent.

                  (b)      Conversions and Continuations. In order to elect to
         Convert or Continue an Advance under this Section, the Borrower
         desiring a Conversion or Continuation shall deliver an irrevocable
         Notice of Conversion or Continuation to the Agent at the Agent's office
         no later than (i) 11:00 a.m. (Dallas, Texas time) the Business Day of
         such requested Conversion date in the case of a Conversion to a U.S.
         Base Rate Advance, (ii) 11:00 a.m. (Dallas, Texas time) at least three
         Business Days in advance of such requested Conversion or Continuation
         date in the case of a Conversion to, or a Continuation of, a Eurodollar
         Rate Advance, or (iii) 11:00 a.m. (Paris, France time) at least three
         Business Days in advance of such requested Conversion or Continuation
         date in the case of a Conversion to, or Continuation of, a Eurocurrency
         Rate Advance. Each such Notice of Conversion or Continuation shall be
         in writing or by telex, telecopier or telephone, confirmed promptly in
         writing specifying (A) the requested Conversion or Continuation date
         (which shall be a Business Day), (B) the amount, Type, and Class of the
         Advance to be Converted or Continued, (C) whether a Conversion or
         Continuation is requested, and if a Conversion, into what Type of
         Advance, and (D) in the case of a Conversion to, or a Continuation of,
         a Fixed Rate Advance, the requested Interest Period. Promptly after
         receipt of a Notice of Conversion or Continuation under this paragraph,
         the Agent shall provide each Bank with a copy thereof and, in the case
         of a Conversion to or a Continuation of a Fixed Rate Advance, notify
         each Bank of the applicable interest rate under Sections 2.06(c) or
         2.06(d), as applicable. The portion of Advances comprising part of the
         same Borrowing that are converted to Advances of another Type shall
         constitute a new Borrowing. Notwithstanding anything in this Agreement
         to the contrary, Conversions of Advances may only be made at the end of
         the applicable Interest Period for such Advances.

         (e)      Section 2.02(c)(iii) is hereby amended by deleting "or French
Alternate Rate Advance, as applicable".

         (f)      Section 2.02(c)(v) is hereby amended by replacing "French
Alternate Rate Advance" with "U.S. Base Rate Advance".

         (g)      Section 2.02(c)(vii) is hereby amended by replacing "French
Alternate Rate Advance" with "U.S. Base Rate Advance".

<PAGE>   6

         (h)      Section 2.03(a) of the Credit Agreement is amended by
replacing "French Francs" with "Euros".

         (i)      Section 2.04 of the Credit Agreement is amended by replacing
"5,000,000 French Francs or an integral multiple of 500,000 French Francs" with
"EUR1,000,000 or an integral multiple of EUR100,000."

         (j)      Section 2.05(b)(ii) of the Credit Agreement is amended in its
entirety as follow:

                  (ii)     SMF shall ratably repay the French Term Advances to
         the Banks based on each Bank's French Term Share in installments in the
         aggregate amounts and on the dates indicated as follows:

<TABLE>
<CAPTION>
                              Date                     Amount
                        ----------------          ----------------
                        <S>                       <C>
                        January 31, 2002          EUR12,704,084.77
                         July 31, 2002            EUR12,704,084.77
                        January 31, 2003          EUR12,704,084.77
</TABLE>

         (k)      Section 2.06(b) of the Credit Agreement is amended in its
entirety to read "Intentionally deleted".

         (l)      Section 2.06(d) of the Credit Agreement is amended by
replacing "French Alternate Rate" with "Adjusted U.S. Base Rate".

         (m)      Section 2.07(b) of the Credit Agreement is amended by
replacing "(iii) in the case of French Revolving Advances, 1,000,000 French
Francs, and (iv) in the case of French Term Advances, 5,000,000 French Francs"
with "(iii) in the case of French Revolving Advances, EUR150,000, and (iv) in
the case of French Term Advances, EUR1,000,000".

         (n)      Section 2.07(e) of the Credit Agreement is amended by deleting
"(if the affected Advances are Eurodollar Rate Advances) or a French Alternate
Rate Advance (if the affected Advances are Eurocurrency Rate Advances)".

         (o)      Section 2.09(a) of the Credit Agreement is amended by
replacing "the Eurodollar Rate, Eurocurrency Rate or French Alternate Rate, as
applicable" with "the Eurodollar Rate or the Eurocurrency Rate, as applicable".

         (p)      Section 2.10(a) of the Credit Agreement is amended by
replacing "French Francs" with "Euros".

         (q)      Section 2.10(b) of the Credit Agreement is amended by
deleting", the French Alternate Rate."

         (r)      Section 6.09(d) of the Credit Agreement is amended by (i)
replacing "FRF30,000,000" with "EUR4,575,000.00" and (ii) replacing
"FRF20,000,000" with "EUR3,100,000.00".

         (s)      Section 8.01 of the Credit Agreement is amended by replacing
"French Francs" with "Euros".

         (t)      Section 10.14 of the Credit Agreement is amended by replacing
"French Francs" with "Euros".

         (u)      Exhibits A, B-1 and B-2 to the Credit Agreement are amended in
their entirety and replaced with the attached Exhibits A, B-1 and B-2,
respectively.

         Section 3.        Conversion to Euros. On the date hereof, all
outstanding Eurocurrency Rate Advances shall be converted from French Francs to
Euros. As of the date hereof, the outstanding amount of the French Term Advances
in Euros for each Bank is set forth on the attached Schedule 1. The Agent shall
promptly notify each Bank of the Eurocurrency Rate under Section 2.06(d).

<PAGE>   7

         Section 4.        Representations and Warranties. The Borrowers and the
Guarantor 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 the Guarantor
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 and the Guarantor 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;

         (c)      No Default or Event of Default has occurred and is continuing;
and

         (d)      No Potential Phaseout Event has occurred.

         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 construed and enforced in accordance with the laws of the State of New York.

         Section 8.        Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be an original.

<PAGE>   8


         EXECUTED as of the date first set forth above.

<TABLE>
<S>                                          <C>
                                             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)

                                             PDM INDUSTRIES S.N.C.

                                             By: Papeteries de Mauduit S.A., as Manager

                                                      By: /s/ JEAN-PIERRE LE HETET
                                                         ------------------------------------------
                                                         Jean-Pierre Le Hetet
                                                         Legal Representative

                                             GUARANTOR:

                                             SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

                                             By: /s/ WAYNE H. DEITRICH
                                                ---------------------------------------------------
                                                     Wayne H. Deitrich
                                                     Chairman and Chief Executive Officer
</TABLE>


<PAGE>   9

<TABLE>
<S>                                          <C>
                                             AGENT:

                                             SOCIETE GENERALE

                                             By: /s/ NICOLAS GUERIN
                                                ---------------------------------------------------
                                                     Nicolas Guerin
                                                     Vice President

                                             BANKS:

French Revolving Commitment                  SOCIETE GENERALE
EUR4723096.40
                                             By: /s/ NICOLAS GUERIN
                                                ---------------------------------------------------
                                                     Nicolas Guerin
                                                     Vice President

French Revolving Commitment                  BANQUE NATIONALE DE PARIS - PARIBAS
EUR1657883.06
                                             By: /s/ BERNARD ROLLAND
                                                ---------------------------------------------------
                                                     Bernard Rolland


French Revolving Commitment                  CREDIT LYONNAIS
EUR1905612.72
                                             By: /s/ CHANTAL ROGER
                                                ---------------------------------------------------
                                                     Chantal Roger
                                                     Responsible Unite de Base Contrats Entreprises

French Revolving Commitment                 NATEXIS BANQUE
EUR4135179.59
                                            By:  /s/ ERIC DE VARAX
                                                ---------------------------------------------------
                                                     Monsieur Eric de VARAX
                                                     Directeur Regional Region Ouest

                                            By:  /s/ FLORENT CHARLET
                                                ---------------------------------------------------
                                                Monsieur Florent CHARLET
                                                Charge d'Affaires

French Revolving Commitment                 SUNTRUST BANK
EUR4234694.92
                                            By:  /s/ DANIEL S. KOMITOR
                                                ---------------------------------------------------
                                                     Daniel S. Komitor
                                                     Director

                                            By:  /s/ BRANDON GALL
                                                ---------------------------------------------------
                                                     Brandon Gall
                                                     Associate

French Revolving Commitment                 WACHOVIA BANK, N.A.
EUR2399660.46
                                            By:  /s/ HUGH POPE
                                                ---------------------------------------------------
                                                     Hugh Pope
                                                     Banking Officer
</TABLE>


<PAGE>   10


                                   SCHEDULE 1

<TABLE>
Bank                                                      French Term Advances
-------------------------                                 --------------------
<S>                                                       <C>
Societe Generale                                             EUR9,446,192.81

Banque Nationale de Paris                                    EUR3,315,766.12

Credit Lyonnais                                              EUR3,811,225.43

Natexis Banque                                               EUR8,270,359.19

SunTrust Bank                                                EUR8,469,389.85

Wachovia Bank, N.A.                                          EUR4,799,320.91
                                                            -----------------
TOTAL                                                          38,112,254.31
</TABLE>

<PAGE>   11


                                    EXHIBIT A

                            ASSIGNMENT AND ACCEPTANCE

                            Dated             , 19
                                  ------------    --

         Reference is made to the Amended and Restated Credit Agreement dated as
of January 30, 1998 (as the same may be amended or modified from time to time,
the "Credit Agreement") among Schweitzer-Mauduit International, Inc., a Delaware
corporation (the "Company"), Schweitzer-Mauduit France S.A.R.L., a French
corporation ("SMF"), PDM Industries S.N.C., a French corporation ("PDM") (PDM
and SMF are collectively referred to as "French Borrowers"), Schweitzer-Mauduit
Spain, S.L., sociedad unipersonal, a Spanish corporation with a sole shareholder
("SMS" and SMS, the French Borrowers and the Company are collectively referred
to as the "Borrowers"), the Banks and Societe Generale, as Agent for the Banks.
Capitalized terms not otherwise defined in this Assignment and Acceptance shall
have the meanings assigned to them in the Credit Agreement.

         Pursuant to the terms of the Credit Agreement, ____________ wishes to
assign and delegate ___% [Specify percentage in no more than 5 decimal points.]
of its rights and obligations under the Credit Agreement. Therefore,
_____________ ("Assignor"), ___________ ("Assignee"), and the Agent agree as
follows:

         1.       As of the Effective Date (as defined below), the Assignor
hereby sells and assigns and delegates to the Assignee, and the Assignee hereby
purchases and assumes from the Assignor, without recourse to the Assignor and
without representation or warranty except for the representations and warranties
specifically set forth in clauses (i), (ii), and (iii) of Section 2, a ___%
interest in and to all of the Assignor's rights and obligations under the Credit
Agreement in connection with its Commitments, including, without limitation,
such percentage interest in the Assignor's U.S. Revolving Commitment, French
Revolving Commitment and Spanish Term Commitment, the Advances owing to the
Assignor, and the U.S. Revolving Note, the French Revolving Note, the U.S. Term
Note, the French Term Note and the Spanish Term Note held by the Assignor.

         2.       The Assignor (i) represents and warrants that, prior to
executing this Assignment and Acceptance, its U.S. Revolving Commitment is
$__________, its French Revolving Commitment is EUR___________, its Spanish Term
Commitment is $____________, the aggregate outstanding principal amount of U.S.
Revolving Advances owed to it by the Company is $__________, the aggregate
outstanding principal amount of French Revolving Advances owed to it by the
French Borrowers is EUR__________, the aggregate principal amount of U.S. Term
Advances owed to it by the Company is $___________, the aggregate principal
amount of French Term Advances owed to it by SMF is EUR_________, and the
aggregate principal amount of Spanish Term Advances owed to it by the Company is
$___________; (ii) represents and warrants that it is the legal and beneficial
owner of the interest being assigned by it hereunder and that such interest is
free and clear of any adverse claim; (iii) makes no representation or warranty
and assumes no responsibility with respect to any statements, warranties, or
representations made in or in connection with the Credit Agreement or any other
Credit Document or the execution, legality, validity, enforceability,
genuineness, sufficiency, or value of the Credit Agreement or any other Credit
Document or any other instrument or document furnished pursuant thereto; (iv)
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Borrowers or any guarantor or the performance
or observance by the Borrowers or any guarantor of any of their obligations
under the Credit Agreement or any other Credit Document or any other instrument
or document furnished pursuant thereto; and (v) attaches the Notes referred to
in paragraph 1 above and requests that the Agent exchange such Notes for a new
U.S. Revolving Note dated the Effective Date in the principal amount of
$___________, a new French Revolving Note dated the Effective Date in the
principal amount of EUR___________, a new U.S. Term Note dated the Effective
Date in the principal amount of $___________, a new French Term Note dated

<PAGE>   12

the Effective Date in the principal amount of EUR___________, and a new Spanish
Term Note dated the Effective Date in the principal amount of $___________, each
payable to the order of the Assignee [, a new U.S. Revolving Note dated the
Effective Date in the principal amount of $___________, a new French Revolving
Note dated the Effective Date in the principal amount of EUR___________, a new
U.S. Term Note dated the Effective Date in the principal amount of $___________,
a new French Term Note dated the Effective Date in the principal amount of
EUR___________, and a new Spanish Term Note dated the Effective Date in the
principal amount of $___________, each payable to the order of the Assignor].

         3.       The Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 4.05 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii)agrees that it will, independently and
without reliance upon the Agent, the Assignor, or any other Bank and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement or any other Credit Document; (iii) appoints and authorizes
the Agent to take such action as agent on its behalf and to exercise such powers
under the Credit Agreement and any other Credit Document as are delegated to the
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; (iv) agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Agreement or any
other Credit Document are required to be performed by it as a Bank; (v)
specifies as its U.S. Lending Office (and address for notices), Eurodollar
Lending Office, Eurocurrency Lending Office, and French Alternate Lending
Office, the offices set forth beneath its name on the signature pages hereof;
(vi) attaches the forms prescribed by the appropriate Governmental Entity
certifying as to the Assignee's status for purposes of determining exemption
from withholding taxes with respect to all payments to be made to the Assignee
under the Credit Agreement and its Notes or such other documents as are
necessary to indicate that all such payments are subject to such rates at a rate
reduced by an applicable tax treaty [If the Assignee is organized under the laws
of a jurisdiction outside the United States or France.], and (vii) represents
that it is an Eligible Assignee.

         4.       The effective date for this Assignment and Acceptance shall be
_____________, 200_ (the "Effective Date") [See Section 10.06 of the Credit
Agreement. Such date shall be at least three Business Days after the execution
of this Assignment and Acceptance.] and following the execution of this
Assignment and Acceptance, the Agent will record it.

         5.       Upon such recording, and as of the Effective Date, (i) the
Assignee shall be a party to the Credit Agreement as a "Bank" thereunder for all
purposes, and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of a Bank thereunder and (ii) the Assignor shall, to
the extent provided in this Assignment and Acceptance, relinquish its rights
(other than rights against the Borrower pursuant to Sections 2.08, 2.09, 2.11(c)
and 10.07 of the Credit Agreement, which shall survive this assignment) and be
released from its obligations under the Credit Agreement (except for its
obligations under Section 9.05, which shall survive this assignment).

         6.       Upon such recording, from and after the Effective Date, the
Agent shall make all payments under the Credit Agreement and the Notes in
respect of the interest assigned hereby (including, without limitation, all
payments of principal, interest, and commitment fees) to the Assignee. The
Assignor and Assignee shall make all appropriate adjustments in payments under
the Credit Agreement and the Notes for periods prior to the Effective Date
directly between themselves.

         7.       This Assignment and Acceptance shall be governed by, and
construed and enforced in accordance with, the laws of the State of New York.

<PAGE>   13


         The parties hereto have caused this Assignment and Acceptance to be
duly executed as of the date first above written.

                                    [ASSIGNOR]

                                    By:
                                        ----------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------
                                    Address:
                                            ------------------------------------

                                            ------------------------------------

                                    Attention:
                                               ---------------------------------
                                    Telecopy:
                                             -----------------------------------
                                    Telephone:
                                              ----------------------------------

                                    [ASSIGNEE]

                                    By:
                                       -----------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

                                    U.S. Lending Office:

                                    Address:
                                            ------------------------------------

                                            ------------------------------------

                                    Attention:
                                               ---------------------------------
                                    Telecopy:
                                             -----------------------------------
                                    Telephone:
                                              ----------------------------------

                                    Eurodollar Lending Office:

                                    Address:
                                            ------------------------------------

                                            ------------------------------------

                                    Attention:
                                               ---------------------------------
                                    Telecopy:
                                             -----------------------------------
                                    Telephone:
                                              ----------------------------------

                                    Eurocurrency Lending Office:

                                    Address:
                                            ------------------------------------

                                            ------------------------------------

                                    Attention:
                                               ---------------------------------
                                    Telecopy:
                                             -----------------------------------
                                    Telephone:
                                              ----------------------------------

                                    French Alternate Lending Office:

                                    Address:
                                            ------------------------------------

                                            ------------------------------------

                                    Attention:
                                               ---------------------------------
                                    Telecopy:
                                             -----------------------------------
                                    Telephone:
                                              ----------------------------------


<PAGE>   14


                                    SOCIETE GENERALE, as Agent

                                    By:
                                       -----------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

                                    SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
                                    SCHWEITZER-MAUDUIT FRANCE S.A.R.L.
                                    PDM INDUSTRIES S.N.C.

                                    By:
                                       -----------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


<PAGE>   15


                                   EXHIBIT B-1
                              FRENCH REVOLVING NOTE

     EUR                                                           , 200
        ----------------                              -------------     -

         For value received, the undersigned Schweitzer-Mauduit France S.A.R.L.,
a French corporation ("SMF"), and PDM Industries S.N.C., a French corporation
("PDM", collectively together with SMF, the "French Borrowers"), hereby joint
and severally promise to pay to the order of _____________ ("Bank") the
principal amount of ____________ and __/100 Euros (EUR_______________) or, if
less, the aggregate outstanding principal amount of each French Revolving
Advance (as defined in the Credit Agreement referred to below) made by the Bank
to the French Borrowers, together with interest on the unpaid principal amount
of each such French Revolving Advance from the date of such French Revolving
Advance until such principal amount is paid in full, at such interest rates, and
at such times, as are specified in the Credit Agreement.

         This Note is one of the French Revolving Notes referred to in, and is
entitled to the benefits of, and is subject to the terms of, the Amended and
Restated Credit Agreement dated as of January 30, 1998 (as the same may be
amended or modified from time to time, the "Credit Agreement"), among
Schweitzer-Mauduit International, Inc., a Delaware corporation, the French
Borrowers, Schweitzer-Mauduit Spain, S.L., sociedad unipersonal, a Spanish
corporation with a sole shareholder, the Banks and Societe Generale, as Agent
for the Banks. Capitalized terms used in this Note that are defined in the
Credit Agreement and not otherwise defined in this Note have the meanings
assigned to such terms in the Credit Agreement. The Credit Agreement, among
other things, (a) provides for the making of French Revolving Advances by the
Bank to the French Borrowers from time to time in an aggregate amount not to
exceed at any time outstanding the Euro amount first above mentioned, the
indebtedness of the French Borrowers resulting from each such French Revolving
Advance being evidenced by this Note and (b) contains provisions for
acceleration of the maturity of this Note upon the happening of certain events
stated in the Credit Agreement and for prepayments of principal prior to the
maturity of this Note upon the terms and conditions specified in the Credit
Agreement.

         Both principal and interest are payable in Euros to the Agent at 29,
Boulevard Haussman, 75009 Paris France (or at such other location or address as
may be specified by the Agent in writing to the French Borrowers) in same day
funds. The Bank shall record all French Revolving Advances and payments of
principal made under this Note, but no failure of the Bank to make such
recording shall affect the French Borrowers' repayment obligations under this
Note.

         Except as specifically provided in the Credit Agreement, the French
Borrowers hereby waive presentment, demand, protest, notice of intent to
accelerate, notice of acceleration, and any other notice of any kind. No failure
to exercise, and no delay in exercising, any rights hereunder on the part of the
holder of this Note shall operate as a waiver of such rights.

         Subject to applicable federal law, this Note shall be governed by and
construed and enforced in accordance with the laws of the state of New York.

                                    SCHWEITZER-MAUDUIT FRANCE S.A.R.L.

                                    By:
                                       -----------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

                                    PDM INDUSTRIES S.N.C.

                                    By:
                                       -----------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


<PAGE>   16


                                   EXHIBIT B-2
                                FRENCH TERM NOTE

     EUR                                                           , 200
        ----------------                              -------------     -

         For value received, the undersigned, Schweitzer-Mauduit France
S.A.R.L., a French corporation ("SMF"), hereby promises to pay to the order of
_____________ ("Bank") the principal amount of ____________ and __/100 Euros
(EUR_______________) or, if less, the aggregate outstanding principal amount of
each French Term Advance (as defined in the Credit Agreement referred to below)
made by the Bank to SMF, together with interest on the unpaid principal amount
of each such French Term Advance from the date of such French Term Advance until
such principal amount is paid in full, at such interest rates, and at such
times, as are specified in the Credit Agreement.

         This Note is one of the French Term Notes referred to in, and is
entitled to the benefits of, and is subject to the terms of, the Amended and
Restated Credit Agreement dated as of January 30, 1998 (as the same may be
amended or modified from time to time, the "Credit Agreement"), among
Schweitzer-Mauduit International, Inc., a Delaware corporation, SMF, PDM
Industries S.N.C., a French corporation, Schweitzer-Mauduit Spain, S.L.,
sociedad unipersonal, a Spanish corporation with a sole shareholder, the Banks
and Societe Generale, as Agent for the Banks. Capitalized terms used in this
Note that are defined in the Credit Agreement and not otherwise defined in this
Note have the meanings assigned to such terms in the Credit Agreement. The
Credit Agreement, among other things, (a) provides for the maintaining of French
Term Advances by the Bank to SMF from time to time in an aggregate amount not to
exceed at any time outstanding the Euro amount first above mentioned, the
indebtedness of SMF resulting from each such French Term Advance being evidenced
by this Note and (b) contains provisions for acceleration of the maturity of
this Note upon the happening of certain events stated in the Credit Agreement
and for prepayments of principal prior to the maturity of this Note upon the
terms and conditions specified in the Credit Agreement.

         Both principal and interest are payable in Euros to the Agent at 29,
Boulevard Haussman, 75009 Paris France (or at such other location or address as
may be specified by the Agent in writing to SMF) in same day funds. The Bank
shall record all French Term Advances and payments of principal made under this
Note, but no failure of the Bank to make such recording shall affect SMF's
repayment obligations under this Note.

         Except as specifically provided in the Credit Agreement, SMF hereby
waives presentment, demand, protest, notice of intent to accelerate, notice of
acceleration, and any other notice of any kind. No failure to exercise, and no
delay in exercising, any rights hereunder on the part of the holder of this Note
shall operate as a waiver of such rights.

         Subject to applicable federal law, this Note shall be governed by and
construed and enforced in accordance with the laws of the state of New York.

                                    SCHWEITZER-MAUDUIT FRANCE S.A.R.L.

                                    By:
                                       -----------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------
</TEXT>
</DOCUMENT>
