Seventh Amendment to Amended and Restated Credit Agreement


 Exhibit 10.1 
 SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 
 April 30, 2009 
 Caraustar Industries, Inc. 
 5000 Austell Powder Springs Road 
 Suite 300 
 Austell, Georgia 30106 
 Attention: Chief Financial Officer 
 Ladies and Gentlemen: 

Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of March 30, 2006 (as at any time amended, restated,
modified, or supplemented, the “Credit Agreement”), among the financial institutions from time to time parties thereto (the “Lenders”), Bank of America, N.A., a national banking association, as agent for the Lenders
(the “Agent”), Caraustar Industries, Inc., a North Carolina corporation (“Caraustar”), each subsidiary of Caraustar listed on the signature pages thereto as a “Borrower” (Caraustar and such Subsidiaries,
collectively, the “Borrowers”) and each subsidiary of Caraustar listed on the signature pages thereto as a “Guarantor” (such Subsidiaries, collectively, the “Guarantors”). Capitalized terms used herein and
not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement. 
 NOW, THEREFORE, for and in
consideration of Ten Dollars in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 1. Amendment to Credit Agreement. The Credit Agreement is hereby amended by deleting clause (c) of Section 7.14 thereof and by
substituting in lieu thereof the following new clause (c): 
 (c) No later than May 8, 2009, the Borrowers shall provide
the Agent (i) evidence of the repayment or redemption in full of the Senior Notes (2009) through a Permitted Senior Note Refinancing or pursuant to Section 7.14(a)(iii) or of the defeasance of the Borrowers’ obligations under the
Senior Note Indenture (2009) in accordance with the terms thereof or (ii) notice of the principal amount of the Senior Notes (2009) that remain or will remain outstanding on May 8, 2009, in which event the Agent may (and upon the
written request of Required Lenders shall) establish Reserves in an amount equal to the outstanding principal amount of the Senior Notes (2009), which Reserves will be released by the Agent on the date of any repayment or redemption in full of the
Senior Notes (2009) (or defeasance of the Borrowers’ obligations under the Senior Note Indenture (2009)) permitted hereunder. 
 2. Agreement Regarding Revolver Loans. Notwithstanding anything contained in the Credit Agreement to the contrary, the parties hereto each agree that, during the period beginning on the date hereof and ending at the close of business
on May 8, 2009, (i) Borrowers shall have no right to request, and Lenders shall have no obligation to make, Revolving Loans under the Credit Agreement and (ii) the Agent shall have no obligation to issue or cause to be issued any new
Letters of Credit or to increase the face amount of any outstanding Letters of Credit. 
 3. Ratification and Reaffirmation;
Acknowledgements and Agreements. Each Obligor hereby ratifies and reaffirms the Obligations, each of the Loan Documents, and all of such Obligor’s covenants, 








 Caraustar Industries, Inc. 
 April 30, 2009 
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duties, and liabilities thereunder. Each Obligor acknowledges and stipulates that the Credit Agreement, the Security Agreement, and the other Loan Documents
executed by such Obligor are legal, valid and binding obligations of such Obligor that are enforceable against such Obligor in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim
(and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by such Obligor); and the security interests and liens granted by such Obligor in favor of the Agent are duly perfected, first
priority security interests and liens. 
 4. Representations and Warranties. Each Obligor represents and warrants to Agent and
Lenders, to induce the Agent and the Required Lenders to enter into this letter agreement, that no Default or Event of Default exists on the date hereof, the execution, delivery and performance of this letter agreement have been duly authorized by
all requisite action on the part of such Obligor, this letter agreement has been duly executed and delivered by such Obligor, all of the representations and warranties made by such Obligor in the Credit Agreement and the Security Agreement are true
and correct on and as of the date hereof, and, to the best of such Obligor’s knowledge, there exists no claim or cause of action of any kind or nature, whether absolute or contingent, disputed or undisputed, at law or in equity, that such
Obligor has or has ever had against the Agent or any Lender arising under or in connection with any of the Loan Documents (and to the extent there exists any such claim or cause of action on the date hereof, the same is hereby waived by such
Obligor). 
 5. References to the Credit Agreement. Upon the effectiveness of this letter agreement, each reference in the Credit
Agreement to “this Agreement,” “hereunder,” or words of like import shall mean and be a reference to the Credit Agreement as amended by this letter agreement. This letter agreement shall be part of the Credit Agreement and a
breach of any representation, warranty, or covenant herein shall constitute an Event of Default. 
 6. Expenses of Agent. Borrowers
agrees to pay, on demand, all costs and expenses incurred by the Agent in connection with the preparation, negotiation and execution of this letter agreement and any other Loan Documents executed pursuant hereto and any and all amendments,
modifications and supplements thereto, including, without limitation, the costs and fees of the Agent’s legal counsel and any taxes or expenses associated with or incurred in connection with any instrument or agreement referred to herein or
contemplated hereby. 
 7. No Novation, etc. Except as otherwise expressly provided in this agreement, nothing herein shall be deemed
to amend or modify any provision of the Credit Agreement or any of the other Loan Documents, each of which shall remain in full force and effect. This agreement is not intended to be, nor shall it be construed to create, a novation or accord and
satisfaction, and the Credit Agreement as herein modified shall continue in full force and effect. 
 8. Miscellaneous. This agreement
shall be governed by and construed in accordance with the internal laws of the State of Georgia and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This agreement may be executed in
any number of counterparts and by different parties to this agreement on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature
delivered by a party by facsimile transmission shall be deemed to be an original signature hereto. To the fullest extent permitted by Applicable Law, the parties hereto each hereby waives the right to trial by jury in any action, suit,
counterclaim or proceeding arising out of or related to this agreement. 
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 The parties hereto have caused this letter agreement to be duly executed and delivered by their
respective duly authorized officers on the date first written above. 
  

			
	Very truly yours
	
	BANK OF AMERICA, N.A., as the Agent
		
	By:	 	 /s/ Walter T. Shellman

		 	Walter T. Shellman, Senior Vice President


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		 	Accepted and agreed to:
		
	BORROWERS:	 	CARAUSTAR INDUSTRIES, INC.
			
		 	By:	 	 /s/ Ronald J. Domanico

		 		 	Ronald J. Domanico, Senior Vice President
		
		 	CARAUSTAR CUSTOM PACKAGING GROUP, INC.
			
		 	By:	 	 /s/ Ronald J. Domanico

		 		 	Ronald J. Domanico, Vice President
		
		 	CARAUSTAR RECOVERED FIBER GROUP, INC.
			
		 	By:	 	 /s/ Ronald J. Domanico

		 		 	Ronald J. Domanico, Vice President
		
		 	CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS GROUP, INC.
			
		 	By:	 	 /s/ Ronald J. Domanico

		 		 	Ronald J. Domanico, Vice President
		
		 	CARAUSTAR MILL GROUP, INC.
			
		 	By:	 	 /s/ Ronald J. Domanico

		 		 	Ronald J. Domanico, Vice President
		
		 	SPRAGUE PAPERBOARD, INC.
			
		 	By:	 	 /s/ Ronald J. Domanico

		 		 	Ronald J. Domanico, Vice President

 [Signatures continued on following page] 
  

 Letter Amendment (April 2009) 








							
	GUARANTORS:	 	PBL INC.
			
		 	By:	 	 /s/ Ronald J. Domanico

		 		 	Ronald J. Domanico, Vice President
		
		 	GYPSUM MGC, INC.
			
		 	By:	 	 /s/ Ronald J. Domanico

		 		 	Ronald J. Domanico, Vice President
		
		 	McQUEENEY GYPSUM COMPANY
			
		 	By:	 	 /s/ Ronald J. Domanico

		 		 	Ronald J. Domanico, Vice President
		
		 	CARAUSTAR, G.P.
			
		 	By:	 	CARAUSTAR INDUSTRIES, INC.,
		 		 	General Partner
				
		 		 	By:	 	 /s/ Ronald J. Domanico

		 		 		 	Ronald J. Domanico, Senior Vice President
			
		 	By:	 	CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS GROUP, INC.,
		 		 	General Partner
				
		 		 	By:	 	 /s/ Ronald J. Domanico

		 		 		 	Ronald J. Domanico, Vice President
		
		 	McQUEENY GYPSUM COMPANY, LLC
			
		 	By:	 	McQUEENEY GYPSUM COMPANY,
		 		 	Sole Member
				
		 		 	By:	 	 /s/ Ronald J. Domanico

		 		 		 	Ronald J. Domanico, Vice President
		
		 	RECCMG, LLC
			
		 	By:	 	CARAUSTAR MILL GROUP, INC.,
		 		 	Sole Member
				
		 		 	By:	 	 /s/ Ronald J. Domanico

		 		 		 	Ronald J. Domanico, Vice President

  

 Letter Amendment (April 2009) 








							
		 	FEDERAL TRANSPORT, INC.
			
		 	By:	 	 /s/ Ronald J. Domanico

		 		 	Ronald J. Domanico, Vice President
		
		 	AUSTELL HOLDING COMPANY, LLC
			
		 	 By:
	 	CARAUSTAR INDUSTRIES, INC.,
		 		 	Sole Member
				
		 		 	By:	 	 /s/ Ronald J. Domanico

		 		 		 	Ronald J. Domanico, Senior Vice President
		
		 	CAMDEN PAPERBOARD CORPORATION
			
		 	By:	 	 /s/ Ronald J. Domanico

		 		 	Ronald J. Domanico, Vice President
		
		 	CHICAGO PAPERBOARD CORPORATION
			
		 	By:	 	 /s/ Ronald J. Domanico

		 		 	Ronald J. Domanico, Vice President
		
		 	HALIFAX PAPER BOARD COMPANY, INC.
			
		 	By:	 	 /s/ Ronald J. Domanico

		 		 	Ronald J. Domanico, Vice President
		
		 	 CARAUSTAR CUSTOM PACKAGING GROUP
 (MARYLAND), INC.

		 	
			
		 	By:	 	 /s/ Ronald J. Domanico

		 		 	Ronald J. Domanico, Vice President
		
		 	PARAGON PLASTICS, INC.
			
		 	By:	 	 /s/ Ronald J. Domanico

		 		 	Ronald J. Domanico, Vice President

 [Signatures continued on following page] 
  

 Letter Amendment (April 2009) 








					
	REQUIRED LENDERS:	 	BANK OF AMERICA, N.A.
			
		 	By:	 	 /s/ Walter T. Shellman

		 		 	Walter T. Shellman, Senior Vice President
		
		 	WELLS FARGO FOOTHILL, LLC
			
		 	By:	 	 /s/ Krista Wade

		 	Name:	 	 Krista Wade

		 	Title:	 	 Assistant Vice President

		
		 	GENERAL ELECTRIC CAPITAL CORPORATION
			
		 	By:	 	 /s/ Robert A. Miller

		 	Name:	 	 Robert A. Miller

		 	Title:	 	 Authorized Signator

		
		 	JPMORGAN CHASE BANK, N.A.
			
		 	By:	 	 /s/ Thomas M. Vertin

		 	Name:	 	 Thomas M. Vertin

		 	Title:	 	 Senior Vice President


  

 Letter Amendment (April 2009)