<PAGE>
                                                                EXHIBIT 10.09

                       SIXTH AMENDMENT TO CREDIT AGREEMENT

         THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of March 28, 2003 among (i) CARAUSTAR INDUSTRIES, INC. (the "Borrower"),
(ii) the subsidiaries of the Borrower identified as Guarantors on the signature
pages hereto, (iii) the Lenders identified on the signature pages hereto and
(iv) BANK OF AMERICA, N.A., as Administrative Agent (the "Administrative
Agent"). All capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to such terms in the Credit Agreement referred to below.

                                    RECITALS

         A.       A Credit Agreement dated as of March 29, 2001 (as amended by
that certain First Amendment to Credit Agreement dated as of September 10, 2001,
that certain Second Amendment to Credit Agreement dated as of November 30, 2001,
that certain Third Amendment to Credit Agreement dated as of January 22, 2002,
that certain Fourth Amendment to Credit Agreement dated as of September 23,
2002, and that certain Fifth Amendment to Credit Agreement dated as of December
27, 2002, and as further modified or amended from time to time, the "Credit
Agreement") has been entered into by and among the Borrower, the Guarantors
party thereto (the "Guarantors"), the financial institutions party thereto (the
"Lenders") and the Administrative Agent.

         B.       The Borrower has requested, and the Required Lenders have
agreed to, an amendment of the terms of the Credit Agreement as set forth below.

                                    AGREEMENT

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1.       Amendments to Credit Agreement.

         (a)      Section 1.1 of the Credit Agreement is hereby amended by
substituting each of the following new definitions for the respective existing
definitions set forth therein:

                  "Aggregate Revolving Credit Commitment" means, as to all
         Lenders, the aggregate Revolving Credit Commitment of all Lenders, as
         such amount may be reduced or modified at any time or from time to time
         pursuant to the terms hereof. The Aggregate Revolving Credit Commitment
         as of the Sixth Amendment Effective Date shall be Forty-Seven Million
         Dollars ($47,000,000).


<PAGE>

                  "Applicable Percentage" means, for purposes of calculating (a)
         the interest rate applicable to Offshore Rate Loans for purposes of
         Section 4.1(a); (b) the interest rate applicable to Base Rate Loans for
         purposes of Section 4.1(a); (c) the L/C Fee for purposes of Section
         3.3(a); or (d) the Commitment Fee for purposes of Section 4.3, the rate
         set forth below opposite the applicable Total Leverage Ratio then in
         effect:

<TABLE>
<CAPTION>
                                            Applicable           Applicable         Applicable        Applicable
                         Total           Percentage for       Percentage for      Percentage for      Percentage
         Pricing        Leverage          Offshore Rate          Base Rate          Commitment            for
          Level          Ratio                Loans                Loans                Fee             L/C Fee
         ---------------------------------------------------------------------------------------------------------
         <S>          <C>                <C>                  <C>                 <C>                 <C>
            I            < 45.0%              2.25%                1.00%               0.40%             2.25%

           II         < 55.0% but             2.50%                1.25%               0.50%             2.50%
                        => 45.0%

          III         < 60.0% but             2.75%                1.50%               0.50%             2.75%
                        => 55.0%

           IV         < 65.0% but             3.00%                1.75%               0.50%             3.00%
                        => 60.0%

            V           => 65.0%              3.25%                2.00%               0.55%             3.25%
</TABLE>

                  The Applicable Percentage shall be determined and adjusted
         quarterly on the date (each a "Rate Determination Date") five (5)
         Business Days after the date by which the annual or quarterly
         compliance certificates, as applicable, and related financial
         statements and information are required in accordance with the
         provisions of Sections 7.1(a) and (b) and Section 7.2, as appropriate;
         provided that in the event an annual or quarterly compliance
         certificate and related financial statements and information are not
         delivered timely to the Administrative Agent's Office by the date
         required by Sections 7.1(a) and (b) and Section 7.2, as appropriate,
         the Applicable Percentages shall be based on Pricing Level V until such
         time as an appropriate compliance certificate and related financial
         statements and information are delivered.

                  Each Applicable Percentage shall be effective from a Rate
         Determination Date until the next such Rate Determination Date. The
         Administrative Agent shall determine the appropriate Applicable
         Percentages in the pricing matrix promptly upon receipt of the
         quarterly or annual compliance certificate and related financial
         information and shall promptly notify the Borrower and the Lenders of
         any change thereof. Such determinations by the Administrative Agent
         shall be conclusive absent manifest error. Adjustments in the
         Applicable Percentages shall be effective as to existing Extensions of
         Credit as well as any new Extension of Credit made thereafter.

                  "Asset Disposition" means the disposition of any or all of the
         assets (including without limitation the Capital Stock of a Subsidiary
         and accounts and notes receivable) of the Borrower or any of its
         Subsidiaries whether by sale, lease, transfer or otherwise. The


                                       2
<PAGE>

         term "Asset Disposition" shall not include (i) the sale of inventory in
         the ordinary course of business, (ii) the sale or disposition of
         machinery and equipment no longer used or useful in the conduct of such
         Person's business, (iii) any Equity Issuance or (iv) transfers to a
         Credit Party or from a Subsidiary that is not a Credit Party to another
         Subsidiary that is not a Credit Party.

                  "L/C Commitment" means an amount equal to Forty-Three Million
         Dollars ($43,000,000). The L/C Commitment is part of, and not in
         addition to, the Aggregate Revolving Credit Commitment.

                  "Net Cash Proceeds" means the aggregate cash proceeds
         received, directly or indirectly, by any Credit Party in respect of any
         Asset Disposition, Equity Issuance, Debt Issuance or Involuntary
         Disposition, net of (a) direct costs (including, without limitation,
         legal, accounting and investment banking fees and sales commissions),
         (b) taxes paid or payable as a result thereof and (c) in the case of
         any Asset Disposition, the amount necessary to retire Debt secured by a
         Lien permitted by Section 9.2 (ranking senior to any Lien of the
         Administrative Agent) on the related Property; it being understood that
         "Net Cash Proceeds" shall include, without limitation, any cash
         received upon the sale or other disposition of any non-cash
         consideration received, directly or indirectly, by any Credit Party in
         any Asset Disposition, Equity Issuance, Debt Issuance or Involuntary
         Disposition.

                  "Permitted Investments" means Investments which are (a) cash
         or Cash Equivalents, (b) accounts receivable created, acquired or made
         in the ordinary course of business and payable or dischargeable in
         accordance with customary trade terms, (c) Investments in a Credit
         Party, (d) Investments by a Subsidiary that is not a Credit Party in a
         Subsidiary that is not a Credit Party as permitted hereunder, (e) the
         Investments set forth on Schedule 9.7, (f) transactions permitted under
         Section 9.6 and Section 9.8, (g) Investments consisting of Debt
         permitted under Section 9.3, (h) loans and advances to employees,
         officers and directors made in the ordinary course of business, (i)
         deposits for utilities, security deposits, leases and similar prepaid
         expenses incurred in the ordinary course of business, (j) purchases of
         inventory, supplies, materials and equipment or licenses, contributions
         or leases of intellectual property, in each case in the ordinary course
         of business, (k) so long as, at the time such Investment is made, the
         Fixed Charge Coverage Ratio as of the most recently ended fiscal
         quarter for which the Administrative Agent and the Lenders have
         received an Officer's Compliance Certificate pursuant to Section 7.2
         (which certificate must relate to a fiscal quarter ending March 31,
         2003 or later) is greater than 1.50:1.0, Investments in joint ventures
         formed after the Closing Date in an amount not to exceed in the
         aggregate $15,000,000 at any time outstanding, and (l) so long as, at
         the time such Investment is made, the Fixed Charge Coverage Ratio as of
         the most recently ended fiscal quarter for which the Administrative
         Agent and the Lenders have received an Officer's Compliance Certificate
         pursuant to Section 7.2 (which certificate must relate to a fiscal
         quarter ending March 31, 2003 or later) is greater than 1.50:1.0, other
         Investments in the same or a related line of business in an amount
         (when combined with Investments in joint


                                       3
<PAGE>

         ventures made pursuant to clause (k) above that are outstanding at the
         time of determination) not to exceed in the aggregate $25,000,000 at
         any time outstanding.

                  "Specified Maturity Date" means April 1, 2004.

         (b)      Section 1.1 of the Credit Agreement is further amended by
adding the following parenthetical at the end of clause (iv) of the definition
of "EBITDA" contained therein:

         "(but only to the extent such non-cash charges are taken in or prior to
         the first quarter of the Borrower's 2003 Fiscal Year)"

         (c)      Section 1.1 of the Credit Agreement is further amended by
inserting the following definitions where alphabetically appropriate:

                  "Application Period" means, in respect of the Net Cash
         Proceeds of any Asset Disposition and/or the Excess Proceeds of any
         Involuntary Disposition, the period of 270 days following receipt of
         such Net Cash Proceeds by the Borrower or any Consolidated Subsidiary
         (or such earlier date as provided for reinvestment of the proceeds
         thereof under any of the Senior Note Indenture, the Senior Subordinated
         Note Indenture, the New Senior Note Indenture or the New Senior
         Subordinated Note Indenture following the receipt of such Net Cash
         Proceeds by the Borrower or any Consolidated Subsidiary).

                  "Asset Disposition Prepayment Event" means, with respect to
         any Asset Disposition, the failure of the Credit Parties to apply (or
         cause to be applied) the Net Cash Proceeds of such Asset Disposition to
         Eligible Reinvestments during the Application Period for such Asset
         Disposition.

                  "Audit" has the meaning given to such term in Section 8.10
         hereof.

                  "Borrowing Base" means, as of any day, the amount by which (a)
         the sum of (i) 60% of Eligible Receivables and (ii) 30% of Eligible
         Inventory, in each case as set forth in the most recent Borrowing Base
         Certificate delivered to the Administrative Agent and the Lenders in
         accordance with the terms of Section 7.7, exceeds (b) the sum of (i)
         the maximum aggregate principal amount of the Borrower's obligations
         under (A) the Standard Gypsum Guaranty (but only to the extent the
         Borrower's obligations under such guaranty continue to be secured
         pursuant to the Security Agreement), and (B) the Premier Boxboard
         Guaranty (but only to the extent the Borrower's obligations under such
         guaranty continue to be secured pursuant to the Security Agreement) and
         (ii) the aggregate of the Credit Parties' obligations under all Hedging
         Agreements (without taking into account any such agreement where a
         Credit Party is owed money from an account party) with a Lender or an
         Affiliate of a Lender. The Borrowing Base is subject to modification in
         accordance with the terms of Section 8.10. For the purposes of the
         foregoing calculation, the amount of any obligations under any Hedging
         Agreement on any date shall be deemed to be the Hedging Agreement
         Termination Value thereof as of such date.


                                       4
<PAGE>

                  "Borrowing Base Certificate" shall have the meaning assigned
         to such term in Section 7.7.

                  "Debt Issuance" means the issuance by the Borrower or any
         Consolidated Subsidiary of any Debt of the type referred to in clause
         (a), (b), (l) or (m) of the definition thereof set forth in this
         Section 1.01.

                  "Debt Issuance Prepayment Event" means the receipt by the
         Borrower or any Consolidated Subsidiary of proceeds from any Debt
         Issuance other than an Excluded Debt Issuance.

                  "Eligible Inventory" means, as of any date of determination
         and without duplication, the lower of the aggregate book value (based
         on a FIFO or a moving average cost valuation, consistently applied) or
         fair market value of all raw materials and finished goods inventory
         owned by the Borrower or any of its Subsidiaries less appropriate
         reserves determined in accordance with GAAP but excluding in any event
         (a) inventory which is not subject to a perfected, first priority Lien
         in favor of the Administrative Agent to secure the Obligations subject
         to any other Lien permitted by Section 9.2 hereof, (b) inventory which
         is not in good condition or fails to meet standards for sale or use
         imposed by governmental agencies, departments or divisions having
         regulatory authority over such goods, (c) inventory which is not
         useable or salable at prices approximating their cost in the ordinary
         course of the business, (d) inventory located outside of the United
         States, (e) inventory located at a location not owned by the Borrower
         or any of its Subsidiaries with respect to which the Administrative
         Agent shall not have received a landlord's, warehousemen's, bailee's or
         appropriate waiver satisfactory to the Administrative Agent, (f)
         inventory which is leased or on consignment, and (g) inventory which
         fails to meet such other specifications and requirements as may from
         time to time be established by the Administrative Agent in its
         reasonable discretion.

                  "Eligible Receivables" means, as of any date of determination
         and without duplication, the aggregate book value of all accounts
         receivable, receivables, and obligations for payment created or arising
         from the sale of inventory or the rendering of services in the ordinary
         course of business (collectively, the "Receivables"), owned by or owing
         to the Borrower or any of its Subsidiaries, net of allowances and
         reserves for doubtful or uncollectible accounts and sales adjustments
         consistent with such Person's internal policies and in any event in
         accordance with GAAP, but excluding in any event (a) any Receivable
         which is not subject to a perfected, first priority Lien in favor of
         the Administrative Agent to secure the Obligations subject to any other
         Lien permitted by Section 9.2 hereof, (b) Receivables which are more
         than 60 days past due or 90 days past invoice date, (c) 50% of the book
         value of any Receivable not otherwise excluded by clause (b) above but
         owing from an account debtor which is the account debtor on any
         existing Receivable then excluded by such clause (b), unless (1) the
         exclusion by such clause (b) is a result of a legitimate dispute by the
         account debtor and the applicable Receivable is no more than 90 days
         past due, or (2) the applicable Receivable so excluded


                                       5
<PAGE>

         by such clause (b) is for an amount of less than $100,000, (d)
         Receivables evidenced by notes, chattel paper or other instruments,
         unless such notes, chattel paper or instruments have been delivered to
         and are in the possession of the Administrative Agent, (e) Receivables
         owing by an account debtor which the Borrower has determined to be not
         solvent or which is subject to any bankruptcy or insolvency proceeding
         of any kind, (f) Receivables owing by an account debtor located outside
         of the United States (unless payment for the goods shipped is secured
         by an irrevocable letter of credit in a form and from an institution
         acceptable to the Administrative Agent or otherwise on guaranty or
         acceptance terms acceptable to the Administrative Agent), (g) to the
         extent not already reflected in the face value thereof, Receivables
         which are contingent or subject to offset, deduction, counterclaim,
         dispute or other defense to payment, in each case to the extent of such
         offset, deduction, counterclaim, dispute or other defense, (h)
         Receivables for which any direct or indirect Subsidiary or any
         Affiliate is the account debtor, (i) Receivables representing a sale to
         the government of the United States or any agency or instrumentality
         thereof unless the Federal Assignment of Claims Act has been complied
         with to the satisfaction of the Administrative Agent with respect to
         the granting of a security interest in such Receivable, with or other
         similar applicable law and (j) Receivables which fail to meet such
         other specifications and requirements as may from time to time be
         established by the Administrative Agent in its reasonable discretion.

                  "Eligible Reinvestment" means any acquisition permitted
         pursuant to Section 9.6 hereof or any other acquisition of Property
         (including Capital Expenditures) permitted hereunder. The term
         "Eligible Reinvestment" shall not include any item which is not a
         permitted application of proceeds of an "Asset Sale" (or any comparable
         term) under, and as defined in, the New Senior Note Indenture, the
         Senior Note Indenture, the Senior Subordinated Note Indenture or the
         New Senior Subordinated Note Indenture.

                  "Equity Issuance Prepayment Event" means the receipt by the
         Borrower or any Consolidated Subsidiary of proceeds from any Equity
         Issuance other than an Excluded Equity Issuance.

                  "Excess Proceeds" shall have the meaning assigned to such term
         in Section 8.3.

                  "Excluded Debt Issuance" means any Debt Issuance permitted by
         Section 9.3 (other than (i) under clauses (f) and (g) thereof and (ii)
         with respect to any Debt Issuance under clause (h) thereof, the amount
         of such Debt Issuance in excess of $5,000,000).

                  "Excluded Equity Issuance" means (a) any Equity Issuance by
         the Borrower or any Consolidated Subsidiary to any Credit Party, (b)
         any Equity Issuance by the Borrower to the seller of a business
         acquired in an acquisition permitted by Section 9.6, (c) any Equity
         Issuance by the Borrower the proceeds of which are used to finance an
         acquisition permitted by Section 9.6, or (d) any Equity Issuance in
         connection with stock option plans, restricted stock grants and other
         employee benefit plans approved by the board of directors of the
         applicable Credit Party (including any Equity Issuance upon the
         exercise or conversion of options or rights granted under any such
         plan); provided, however, that the term "Excluded


                                       6
<PAGE>

         Equity Issuance" shall not include any Equity Issuance to the extent
         that any portion of the proceeds of such Equity Issuance would be
         required under the Senior Note Indenture, the New Senior Note
         Indenture, the Senior Subordinated Note Indenture and/or the New Senior
         Subordinated Note Indenture to be applied to permanently retire Debt of
         the Borrower or any Consolidated Subsidiaries.

                  "Hedging Agreement Termination Value" means in respect of any
         one or more Hedging Agreements, after taking into account the effect of
         any legally enforceable netting agreement relating to such Hedging
         Agreements, (a) for any date on or after the date such Hedging
         Agreements have been closed out and termination value(s) determined in
         accordance therewith, such termination value(s), and (b) for any date
         prior to the date referenced in clause (a), the amount(s) determined as
         the mark-to-market value(s) for such Hedging Agreements, as determined
         based upon one or more mid-market or other readily available quotations
         provided by any recognized dealer in such Hedging Agreements (which may
         include a Lender or any Affiliate of a Lender).

                  "Involuntary Disposition" means any loss of, damage to or
         destruction of, or any condemnation or other taking for public use of,
         any Property of the Borrower or any Consolidated Subsidiary.

                  "Involuntary Disposition Prepayment Event" means, with respect
         to any Involuntary Disposition, the failure of the Credit Parties to
         apply (or cause to be applied) an amount equal to the Excess Proceeds
         of such Involuntary Disposition, if any, either (a) to prepay the Loans
         (and provide cash collateral in respect to the L/C Obligations) in
         accordance with the terms of Section 2.3(b)(ii)(B) or (b) to make
         Eligible Reinvestments (including but not limited to the repair or
         replacement of the Property affected by such Involuntary Disposition)
         during the Application Period for such Involuntary Disposition, subject
         to the terms and conditions of Section 8.3.

                  "Premier Boxboard Guaranty" means that certain Guaranty
         Agreement dated as of July 30, 1999 (as amended, modified, extended,
         renewed or replaced from time to time) in favor of SunTrust Bank,
         pursuant to which the Borrower has guaranteed 50% of the obligations of
         Premier Boxboard to SunTrust Bank under the Premier Boxboard Credit
         Facility.

                  "Sixth Amendment Effective Date" means March 28, 2003.

                  "Standard Gypsum Guaranty" means that certain Second Amended
         and Restated Parent Guaranty dated as of August 1, 1999 in favor of
         Toronto Dominion (as amended, modified, extended, renewed or replaced
         from time to time), pursuant to which the Borrower has guaranteed 50%
         of the obligations of Standard Gypsum to Toronto Dominion under the
         Standard Gypsum Credit Facility.

                   "Toronto Dominion" means Toronto Dominion (Texas), Inc.


                                       7
<PAGE>

         (d)      Section 2.1(a) of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it with the following:

                  "(a)     Description of Facilities. Upon the terms and subject
         to the conditions set forth in this Agreement, the Lenders hereby grant
         to the Borrower a revolving credit facility pursuant to which each
         Lender severally agrees to make Revolving Credit Loans to the Borrower
         in Dollars in accordance with Section 2.2 and the Swingline Lender
         agrees to make Swingline Loans to the Borrower in Dollars in accordance
         with Section 2.5; provided that (i) the aggregate principal amount of
         all outstanding Revolving Credit Loans (after giving effect to any
         amount requested) plus the aggregate principal amount of all
         outstanding Swingline Loans (after giving effect to the amount of any
         Swingline Loans requested and exclusive of Swingline Loans made which
         are repaid with the proceeds of, and simultaneously with the incurrence
         of, Revolving Credit Loans) shall not exceed the lesser of (A) the
         Aggregate Revolving Credit Commitment less the sum of all outstanding
         L/C Obligations and (B) the Borrowing Base; and (ii) the aggregate
         principal amount of outstanding Revolving Credit Loans made by any
         Lender shall not at any time exceed such Lender's Revolving Credit
         Commitment. Each Revolving Credit Loan made by a Lender shall be in a
         principal amount equal to such Lender's Commitment Percentage of the
         aggregate principal amount of Revolving Credit Loans requested on such
         occasion."

         (e)      Section 2.3(b) of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it with the following:

                  "(b)     Mandatory Prepayment of Loans.

                  (i)      Aggregate Revolving Credit Commitment. If at any time
                           the sum of the outstanding principal amount of all
                           Loans and all outstanding L/C Obligations exceeds the
                           lesser of (A) the Aggregate Revolving Credit
                           Commitment and (B) the Borrowing Base then in effect,
                           the Borrower agrees to repay immediately upon notice
                           from the Administrative Agent, by payment to the
                           Administrative Agent for the account of the Lenders,
                           Revolving Credit Loans or Swingline Loans and/or
                           furnish cash collateral reasonably satisfactory to
                           the Administrative Agent in connection with L/C
                           Obligations, as applicable in an amount sufficient to
                           eliminate such excess; provided, however, that the
                           Borrower shall not be required to furnish cash
                           collateral for the L/C Obligations pursuant to this
                           Section 2.3(b)(i) unless (and only to the extent
                           that) after the prepayment in full of all Loans the
                           aggregate amount of all outstanding L/C Obligations
                           exceeds the lesser of (A) the L/C Commitment and (B)
                           the Borrowing Base then in effect. Any such cash
                           collateral shall be applied in accordance with
                           Section 11.2(b). Any repayment of such Offshore Rate
                           Loans other than on the last day of the Interest
                           Period applicable thereto shall be accompanied by any
                           amount required to be paid pursuant to Section 4.9
                           hereof.


                                       8
<PAGE>

                  (ii)     (A) Asset Dispositions. Promptly upon the occurrence
                           of any Asset Disposition Prepayment Event, the
                           Borrower shall prepay the Loans in an aggregate
                           amount equal to 100% of the Net Cash Proceeds of the
                           related Asset Disposition not applied (or caused to
                           be applied) by the Credit Parties during the related
                           Application Period to make Eligible Reinvestments as
                           contemplated by the terms of Section 9.5 (such
                           prepayment to be applied as set forth in subsection
                           (e) below).

                           (B) Involuntary Dispositions. Promptly upon the
                           occurrence of an Involuntary Disposition Prepayment
                           Event, the Borrower shall prepay the Loans in an
                           aggregate amount equal to 100% of the Excess Proceeds
                           of the related Involuntary Disposition (such
                           prepayment to be applied as set forth in subsection
                           (e) below).

                  (iii)    Debt Issuances. Promptly upon the occurrence of a
                           Debt Issuance Prepayment Event, the Borrower shall
                           prepay the Loans in an aggregate amount equal to 100%
                           of the Net Cash Proceeds of the related Debt Issuance
                           (such prepayment to be applied as set forth in
                           subsection (e) below).

                  (iv)     Equity Issuances. Promptly upon the occurrence of an
                           Equity Issuance Prepayment Event, the Borrower shall
                           prepay the Loans in an aggregate amount equal to 100%
                           of the Net Cash Proceeds of the related Equity
                           Issuance (such prepayment to be applied as set forth
                           in subsection (e) below)."

         (f)      Section 3.1 of the Credit Agreement is hereby amended by
deleting the first sentence of such section and replacing it with the following:

                  "Subject to the terms and conditions hereof, each Issuing
         Lender, in reliance on the agreements of the other Lenders set forth in
         Section 3.4(a), agrees to issue standby and/or commercial Letters of
         Credit for the account of the Borrower on any Business Day from the
         Closing Date through the date thirty (30) days prior to the Termination
         Date in such form as may be approved from time to time by such Issuing
         Lender; provided, that no Issuing Lender shall have any obligation to
         issue any Letter of Credit if, after giving effect to such issuance,
         (a) the L/C Obligations would exceed the L/C Commitment or (b) the sum
         of (i) the aggregate principal amount of outstanding Revolving Credit
         Loans, (ii) the aggregate principal amount of outstanding Swingline
         Loans and (iii) the aggregate principal amount of L/C Obligations,
         would exceed the lesser of (A) the Aggregate Revolving Credit
         Commitment and (B) the Borrowing Base then in effect."

         (g)      Section 3.1 of the Credit Agreement is further amended by
adding the following sentence to the end of such section:


                                       9
<PAGE>

         "Notwithstanding the foregoing or anything else to the contrary herein,
         no Issuing Lender shall have any obligation to issue a Letter of Credit
         naming (x) Toronto Dominion as beneficiary and intended to support or
         replace the Borrower's guaranty obligations under the Standard Gypsum
         Guaranty (or any other Letter of Credit issued in connection with
         Standard Gypsum's industrial revenue bond obligations) unless Toronto
         Dominion acknowledges in writing that upon its receipt of such Letter
         of Credit Toronto Dominion will have no further rights or benefits
         under the Security Agreement or (y) SunTrust Bank as beneficiary and
         intended to support or replace the Borrower's guaranty obligations
         under the Premier Boxboard Guaranty (or any other Letter of Credit to
         be issued in connection with Premier Boxboard's Debt obligations)."

         (h)      Section 3.3 of the Credit Agreement is amended by adding the
following as a new subsections (d) and (e) thereof:

                  "(d)     In addition to the fees described in subsections (a)
         and (c) of this Section 3.3, with respect to any Letter of Credit
         naming Toronto Dominion as beneficiary, the Borrower agrees to pay to
         the Administrative Agent an additional upfront issuance fee equal to
         0.500% multiplied by the aggregate stated amount of such Letter of
         Credit, such fee being for the account of each Lender pro rata
         according to such Lender's Revolving Credit Commitment as of the date
         of the issuance thereof.

                  (e)      To the extent the Aggregate Revolving Credit
         Commitment remains outstanding, the Borrower shall pay to the
         Administrative Agent on (i) July 1, 2003 and (ii) the first day of each
         month thereafter, a fee equal to 1.00% multiplied by the Aggregate
         Revolving Credit Commitment on such date, such fee being for the
         account of each Lender pro rata according to such Lender's Revolving
         Credit Commitment on such date."

         (i)      Section 5.2 of the Credit Agreement is amended by adding the
following as a new subsection (d) thereof:

                  "(d)     On and as of the date of such Extension of Credit,
         both (i) immediately prior to giving effect to the Loans to be made on
         such date and/or Letters of Credit to be issued on such date and (ii)
         after taking into account the proceeds from such Extension of Credit to
         be received and retained by the Borrower or any of its Subsidiaries on
         such date after giving effect to any payments in the ordinary course of
         business to be made on such date or the next succeeding Business Day
         thereafter, the amount of the Borrower's Consolidated current assets
         consisting of freely available cash and Cash Equivalents is less than
         $10,000,000."

         (j)      Section 7.1 of the Credit Agreement is amended by adding the
following language to the end of clause (i) of subsection (b) thereof:

                  "and that does not contain any qualification or exception
         which is of a "going concern" or similar nature or any other material
         qualifications or exceptions."


                                       10
<PAGE>

         (k)      Section 7.1 of the Credit Agreement is further amended by
adding the following as new subsections (d) and (e) thereto:

                  "(d)     Monthly Financial Statements.

                           (i)      As soon as practicable and in any event
                  within twenty-five (25) days after the end of each calendar
                  month, an unaudited Consolidated balance sheet of the Borrower
                  and its Subsidiaries as of the close of such calendar month
                  and unaudited Consolidated statements of income and cash flows
                  for the calendar month then ended, all in reasonable detail
                  setting forth in comparative form the corresponding figures
                  for the corresponding calendar month of (or, in the case of
                  the balance sheet, as of the end of) the preceding Fiscal Year
                  and prepared by the Borrower in accordance with GAAP and, if
                  applicable, containing disclosure of the effect on the
                  financial position or results of operations of any change in
                  the application of accounting principles and practices during
                  the period, and certified by a Responsible Officer of the
                  Borrower to present fairly in all material respects the
                  financial condition of the Borrower and its Subsidiaries as of
                  their respective dates and the results of operations of the
                  Borrower and its Subsidiaries for the respective periods then
                  ended, subject to normal year end adjustments and to the
                  absence of notes required by GAAP.

                           (ii)     As soon as practicable and in any event
                  within twenty-five (25) days after the end of each calendar
                  month, unaudited Consolidated balance sheets of Standard
                  Gypsum, Premier Boxboard and each other Material Joint Venture
                  as of the close of such calendar month and unaudited
                  Consolidated statements of profit and loss for the calendar
                  month then ended, all in reasonable detail setting forth in
                  comparative form the corresponding figures for the
                  corresponding calendar month of (or, in the case of the
                  balance sheet, as of the end of) the preceding Fiscal Year and
                  prepared by the Borrower in accordance with GAAP and, if
                  applicable, containing disclosure of the effect on the
                  financial position or results of operations of any change in
                  the application of accounting principles and practices during
                  the period, and certified by a Responsible Officer of the
                  Borrower to present fairly in all material respects the
                  financial condition of each such joint venture as of their
                  respective dates and the results of operations of each such
                  joint venture for the respective periods then ended, subject
                  to normal year end adjustments and to the absence of notes
                  required by GAAP.

                  (e)      Auditor's Reports. Promptly upon receipt thereof, a
         copy of any other report or "management letter" submitted by
         independent accountants to the Borrower or any Consolidated Subsidiary
         in connection with any annual, interim or special audit of the books of
         such Person.

         (l)      The following is added as a new Section 7.7 to the Credit
Agreement:

                  "SECTION 7.7      BORROWING BASE CERTIFICATE.


                                       11
<PAGE>

                  "Within twenty-five (25) days after the end of each calendar
         month, a certificate as of the end of the immediately preceding month,
         substantially in the form of Exhibit J and certified by an Responsible
         Officer to be true and correct as of the date thereof (a "Borrowing
         Base Certificate")."

         (m)      Section 8.3 of the Credit Agreement is amended by deleting the
last sentence of the second paragraph of such section and replacing it with the
following:

                  "In the event that the Borrower or any Consolidated Subsidiary
         receive Net Cash Proceeds in excess of $1,000,000 in aggregate amount
         during any Fiscal Year ("Excess Proceeds") on account of Involuntary
         Dispositions, the Credit Parties shall, within the applicable
         Application Period, apply (or cause to be applied) an amount equal to
         such proceeds to (x) make Eligible Reinvestments (including but not
         limited to the repair or replacement of the related Property) or (y)
         prepay the Loans (including by cash collateralizing L/C Obligations) in
         accordance with the terms of Section 2.3(b)(ii)(B); provided that if
         the Borrower receives Excess Proceeds as a result of an Involuntary
         Disposition of Collateral, and the Borrower does not otherwise apply
         such proceeds to make Eligible Reinvestments, the Borrower shall apply
         an amount equal to the amount of such proceeds received in respect of
         such Collateral to prepay the Secured Obligations (as defined in the
         Security Agreement) (including by cash collateralizing letters of
         credit (but only after all outstanding loans under the same facility
         have been prepaid) or guaranty obligations) on a pro rata basis.
         Pending final application of any Excess Proceeds, the Credit Parties
         may apply such Excess Proceeds to temporarily reduce the Revolving
         Credit Loans or to make Investments in Cash Equivalents."

         (n)      Section 8.10 of the Credit Agreement is amended by adding the
following sentences to the end of such section:

                  "Without limiting the generality of the foregoing, the Credit
         Parties shall cooperate with the Administrative Agent and its
         representatives and/or subcontractors in the completion by June 30,
         2003, at the Credit Parties' expense, of a field examination of the
         accounts receivable and inventory of the Credit Parties (the "Audit").
         The parties acknowledge and agree that the Borrowing Base will be
         subject to modification after the Sixth Amendment Effective Date based
         upon the results of the Audit, and that the Borrowing Base shall
         automatically and immediately be adjusted based upon the results
         thereof (and the Borrowing Base Certificate shall be adjusted
         accordingly)."

         (o)      Section 9.1 of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it with the following:

                  "SECTION 9.1      FINANCIAL COVENANTS.



                                       12
<PAGE>

                  (a)      Maximum Total Leverage Ratio. As of the end of each
         fiscal quarter, commencing with the end of the fiscal quarter ending
         March 31, 2003, the Credit Parties will not permit the Total Leverage
         Ratio to be greater than or equal to:

<TABLE>
<CAPTION>
                       Period                                Ratio
                       ------                                -----
 <S>                                                         <C>
 fiscal quarter ending March 31, 2003                        70.0%
 fiscal quarter ending June 30, 2003                         70.0%
 fiscal quarter ending September 30, 2003                    70.0%
 fiscal quarter ending December 31, 2003                     70.0%
 fiscal quarter ending March 31, 2004 and each               67.5%
 fiscal quarter ending thereafter
</TABLE>

                  (b)      Minimum Fixed Charge Coverage Ratio. As of the end of
         each fiscal quarter, commencing with the end of the fiscal quarter
         ending March 31, 2003, the Credit Parties will not permit the Fixed
         Charge Coverage Ratio to be less than:

<TABLE>
<CAPTION>
                       Period                                 Ratio
                       ------                                 -----
 <S>                                                         <C>
 fiscal quarter ending March 31, 2003                        0.95:1.0
 fiscal quarter ending June 30, 2003                         0.85:1.0
 fiscal quarter ending September 30, 2003                    0.85:1.0
 fiscal quarter ending December 31, 2003                     1.05:1.0
 fiscal quarter ending March 31, 2004 and each               1.50:1.0
 fiscal quarter thereafter
</TABLE>

                  (c)      Minimum Tangible Net Worth. At all times on and after
         March 31, 2003, the Credit Parties will not permit Tangible Net Worth
         to be less than $65,000,000 plus, as of the end of each fiscal quarter,
         commencing with the end of the fiscal quarter ending June 30, 2003, (i)
         50% of Net Income (to the extent positive) for the fiscal quarter then
         ended, such increases to be cumulative, and (ii) 100% of the Net Cash
         Proceeds of Equity Issuances during the fiscal quarter then ended, such
         increases to be cumulative.

                  (d)      Maximum Capital Expenditures. Capital Expenditures in
         any Fiscal Year shall not exceed the amount set forth below with
         respect to such Fiscal Year:

<TABLE>
<CAPTION>
              Fiscal Year                                    Amount
              -----------                                    ------
 <S>                                                      <C>
 Fiscal Year ending December 31, 2003                     $30,000,000
 Fiscal Year ending December 31, 2004                     $30,000,000
 Fiscal Year ending December 31, 2005                     $30,000,000
</TABLE>


                                       13
<PAGE>

         For the purpose of calculating (i) Net Worth as part of the calculation
         of the Total Leverage Ratio with respect to Section 9.1(a) above and
         (ii) Tangible Net Worth with respect to Section 9.1(c) above, such
         calculations shall exclude (i.e., there will be added back to Net Worth
         or Tangible Net Worth, as the case may be) (a) for each fiscal year
         beginning with the 2002 fiscal year, any year-end non-cash adjustment
         (on an after-tax basis) to other comprehensive income to reflect any
         Additional Minimum Liability (as defined below), and (b) for the fiscal
         quarters ending December 31, 2002 and March 31, 2003, any restructuring
         charges (cash or non-cash) taken during such fiscal quarters in
         connection with the Borrower retiring or taking other action on idle or
         underperforming assets; provided, however, that the aggregate
         incremental amount of all such charges added back to Net Worth or
         Tangible Net Worth, as the case may be, (I) with respect to the charges
         referenced in the foregoing clause (a), shall not exceed $30,000,000
         (calculated on an after-tax basis) and (II) with respect to the charges
         referenced in the foregoing clause (b), shall not exceed $16,000,000
         (calculated on an after-tax basis). For purposes hereof, "Additional
         Minimum Liability" means, as of any date, with respect to any Pension
         Plan, the sum of the absolute values of (x) the unfunded accumulated
         benefit obligation existing as of the end of the fiscal year then
         ending or the most recently ended fiscal year, as applicable, plus (y)
         the Borrower's prepaid pension asset position existing as of the end of
         the fiscal year then ending or the most recently ended fiscal year, as
         applicable."

         (p)      Section 9.3(c) is hereby amended by deleting such section in
its entirety and replacing it with the following:

                  "(c)     Capital Lease obligations and Debt incurred, in each
         case, to provide all or a portion of the purchase price or costs of
         construction of an asset or, in the case of a Sale and Leaseback
         Transaction, to finance the value of such asset owned by the Borrower
         or any of its Subsidiaries, provided that (i) such Debt when incurred
         shall not exceed the purchase price or cost of construction of such
         asset or, in the case of a Sale and Leaseback Transaction, the fair
         market value of such asset, (ii) no such Debt shall be refinanced for a
         principal amount in excess of the principal balance outstanding thereon
         at the time of such refinancing, (iii) the aggregate amount of all such
         Debt shall not exceed $15,000,000 at any time outstanding, and (iv)
         after giving effect to any such Debt on a pro forma basis, the Fixed
         Charge Coverage Ratio as of the most recently ended fiscal quarter for
         which the Administrative Agent and the Lenders have received an
         Officer's Compliance Certificate pursuant to Section 7.2 (which
         certificate must relate to a fiscal quarter ending March 31, 2003 or
         later) is greater than 1.50:1.0;"

         (q)      Section 9.3(h) is hereby amended by deleting such section and
replacing it with the following:


                                       14
<PAGE>

                  "(h)     other unsecured Debt of the Borrower and its
         Subsidiaries which may be incurred in accordance with the terms of the
         Senior Subordinated Note Indenture and which does not exceed
         $15,000,000 in the aggregate at any time outstanding; provided, that
         after giving effect to any such Debt on a pro forma basis, the Fixed
         Charge Coverage Ratio as of the most recently ended fiscal quarter for
         which the Administrative Agent and the Lenders have received an
         Officer's Compliance Certificate pursuant to Section 7.2 (which
         certificate must relate to a fiscal quarter ending March 31, 2003 or
         later) is greater than 1.50:1.0; and"

         (r)      Section 9.5 of the Credit Agreement is amended by deleting
such section in its entirety and replacing it with the following:

                  "SECTION 9.5      LIMITATIONS ON ASSET DISPOSITIONS.

                  No Credit Party will, nor will it permit any of its
         Subsidiaries to, make any Asset Disposition (including, without
         limitation, in connection with any Sale and Leaseback Transaction), in
         one transaction or a series of transactions, except (a) Sale Leaseback
         Transactions permitted by the terms of Section 9.12, (b) so long as (i)
         no Default or Event of Default shall exist on the date of, or shall
         result from, any such transaction (including after giving effect to
         such transaction on a pro forma basis) and (ii) such transaction is
         permitted under the Senior Subordinated Note Indenture, Permitted Asset
         Dispositions, and (c) so long as (i) no Default or Event of Default
         shall exist on the date of, or shall result from, any such transaction
         (including after giving effect to such transaction on a pro forma
         basis), (ii) such transaction is permitted under the Senior
         Subordinated Note Indenture, and (iii) such transaction is permitted
         under Section 9.15 (if applicable), other Asset Dispositions; provided
         that (x) the aggregate amount of all such Asset Dispositions (other
         than the Permitted Asset Dispositions) does not exceed (A) in any
         Fiscal Year, five percent (5%) of Total Assets (measured as of the last
         day of the immediately preceding Fiscal Year) or (B) during the term of
         this Agreement, fifteen percent (15%) of Total Assets (measured as of
         December 31, 2000), and (y) the Credit Parties shall within the
         Application Period, apply (or cause to be applied) an amount equal to
         the Net Cash Proceeds of any such Asset Disposition to (I) make
         Eligible Reinvestments or (II) prepay the Loans (and provide cash
         collateral in respect of the L/C Obligations) in accordance with the
         terms of Section 2.3(b)(ii)(A); provided that if such Asset Disposition
         includes any Collateral, and the Borrower does not otherwise apply such
         proceeds to make Eligible Reinvestments, the Borrower shall apply an
         amount equal to the amount of such proceeds received in respect of such
         Collateral to prepay the Secured Obligations (as defined in the
         Security Agreement) (including by cash collateralizing letters of
         credit (but only after all outstanding loans under the same facility
         have been prepaid) or guaranty obligations) on a pro rata basis. Upon a
         sale of assets permitted by this Section 9.5 and the Security
         Agreement, the Administrative Agent shall (to the extent applicable)
         deliver to the Credit Parties, upon the Credit Parties' request and at
         the Credit Parties' expense, such documentation as is reasonably
         necessary to evidence the release of the Administrative Agent's
         security interest, if any, in such assets, including, without
         limitation, amendments or terminations of UCC financing statements, if
         any, and the release of such


                                       15
<PAGE>

         Credit Party from all of its obligations, if any, under the Loan
         Documents. Pending final application of the Net Cash Proceeds of any
         Asset Disposition, the Borrower or any Consolidated Subsidiary may
         apply such Net Cash Proceeds to temporarily reduce the Revolving Credit
         Loans or to make investments in Cash Equivalents."

         (s)      Section 9.6 of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it with the following:

                  "SECTION 9.6      LIMITATIONS ON ACQUISITIONS.

                  Other than transactions permitted under Section 9.7 (other
         than those permitted pursuant to clause (f) of the definition of
         Permitted Investments as it relates to Section 9.6), no Credit Party
         will, nor will it permit any of its Subsidiaries to, acquire all or any
         portion of the Capital Stock or other ownership interest in any Person
         which is not a Subsidiary or all or any substantial portion of the
         assets, property and/or operations of a Person which is not a
         Subsidiary, unless (i) the Person, assets, property and/or operations
         being acquired engage in or are engaged in the same line of business as
         that engaged in by the Borrower and its Subsidiaries on the Closing
         Date or a business reasonably related thereto, (ii) in the case of an
         acquisition of Capital Stock or other ownership interest of a Person,
         the Board of Directors of the Person which is the subject of such
         acquisition shall have approved the acquisition, (iii) no Default or
         Event of Default shall exist on the date of, or shall result from, any
         such acquisition (including after giving effect to such transaction on
         a pro forma basis), (iv) the aggregate cash consideration for each such
         acquisition does not exceed $25,000,000 and the aggregate consideration
         (cash and noncash) for all such acquisitions consummated in any
         twelve-month period does not exceed $50,000,000, and (v) after giving
         effect to any such acquisition on a pro forma basis, the Fixed Charge
         Coverage Ratio as of the most recently ended fiscal quarter for which
         the Administrative Agent and the Lenders have received an Officer's
         Compliance Certificate pursuant to Section 7.2 (which certificate must
         relate to a fiscal quarter ending March 31, 2003 or later) is greater
         than 1.50:1.0, as certified by a Responsible Officer in a certificate
         demonstrating such pro forma compliance."

         (t)      Section 9.8 of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it with the following:

                  "SECTION 9.8      LIMITATION ON RESTRICTED PAYMENTS.

                  No Credit Party will, nor will it permit any of its
         Subsidiaries to, directly or indirectly, declare, order, make or set
         apart any sum for or pay any Restricted Payment."

         (u)      Section 9.13 of the Credit Agreement is amended by deleting
such section in its entirety and replacing it with the following:

                  SECTION 9.13      LIMITATION ON ACTIONS WITH RESPECT TO OTHER
                                    DEBT.


                                       16
<PAGE>

                  "No Credit Party will, nor will it permit any of its
         Subsidiaries to:

                           (a)      if any Default or Event of Default has
                  occurred and is continuing or would be directly or indirectly
                  caused as a result thereof, after the issuance thereof (i)
                  amend or modify any of the terms of any Debt of such Person
                  (other than Debt arising under the Loan Documents) if such
                  amendment or modification would add or change any terms in a
                  manner adverse to such Person or to the Lenders, or (ii)
                  shorten the final maturity or average life to maturity thereof
                  or require any payment thereon to be made sooner than
                  originally scheduled or increase the interest rate applicable
                  thereto, or (iii) unless the Fixed Charge Coverage Ratio as of
                  the most recently ended fiscal quarter for which the
                  Administrative Agent and the Lenders have received an
                  Officer's Compliance Certificate pursuant to Section 7.2
                  (which certificate must relate to a fiscal quarter ending
                  March 31, 2003 or later) is greater than 1.50:1.0, make (or
                  give any notice with respect thereto) any voluntary or
                  optional payment or prepayment thereof, or make (or give any
                  notice with respect thereto) any redemption or acquisition for
                  value or defeasance (including without limitation, by way of
                  depositing money or securities with the trustee with respect
                  thereto before due for the purpose of paying when due),
                  refund, refinance or exchange with respect thereto;

                           (b)      after the issuance thereof, amend or modify
                  any of the terms of any Subordinated Debt of such Person if
                  such amendment or modification would (i) add or change any
                  terms in a manner adverse to such Person or to the Lenders,
                  (ii) shorten the final maturity or average life to maturity
                  thereof, (iii) require any payment thereon to be made sooner
                  than originally scheduled, (iv) increase the interest rate
                  applicable thereto or (v) change any subordination provision
                  thereof in a manner adverse to the Lenders;

                           (c)      make interest payments in respect of any
                  Subordinated Debt in violation of the applicable subordination
                  provisions;

                           (d)      make (or give any notice with respect
                  thereto) any voluntary or optional payment or prepayment in
                  respect of any Subordinated Debt;

                           (e)      make (or give any notice with respect
                  thereto) any redemption, acquisition for value or defeasance
                  (including without limitation, by way of depositing money or
                  securities with the trustee with respect thereto before due
                  for the purpose of paying when due), refund, refinance or
                  exchange of any Subordinated Debt; or

                           (f)      designate any other Debt of such Person as
                  "Designated Senior Debt" (as such term is used in the Senior
                  Subordinated Note Indenture) other than Debt designated as
                  "Designated Senior Debt" as of the Closing Date and identified
                  as such on Schedule 9.3.


                                       17
<PAGE>

         Notwithstanding the foregoing, but subject to the following proviso,
         the Borrower may acquire (and thereafter retire or redeem) up to
         $30,000,000 in aggregate principal amount of the Senior Subordinated
         Notes so long as no Default or Event of Default shall exist on the date
         of, or shall result from, any such transaction (including after giving
         effect to such transaction on a pro forma basis); provided, however,
         the foregoing provision shall not be effective and the Borrower shall
         not be permitted to acquire Senior Subordinated Notes in reliance
         thereon until the first date after the Sixth Amendment Effective Date
         (the "Liquidity Restoration Date") on which (A) the aggregate
         outstanding principal amount of the Revolving Credit Loans equals
         $0.00, (B) the Borrower's unaudited Consolidated balance sheet shows a
         balance for cash and Cash Equivalents of not less than $50,000,000
         (which balance sheet shall be certified by a Responsible Officer of the
         Borrower, shall have been delivered to the Administrative Agent and
         shall be in form and substance reasonably satisfactory to the
         Administrative Agent), and (C) the Fixed Charge Coverage Ratio as of
         the most recently ended fiscal quarter for which the Administrative
         Agent and the Lenders have received an Officer's Compliance Certificate
         pursuant to Section 7.2 (which certificate must relate to a fiscal
         quarter ending March 31, 2003 or later) is greater than 1.50:1.0. Upon
         the occurrence of the Liquidity Restoration Date, such provision shall
         be effective automatically and without the necessity of any further
         action on the part of any party hereto.

         Notwithstanding the foregoing, the Credit Parties may amend the terms
         of the Premier Boxboard Guaranty and/or the Premier Boxboard Credit
         Facility in order to shorten the final maturity thereof; provided that
         such final maturity shall not occur in either case prior to January 5,
         2004.

         (v)      Schedule 1.1(a) is hereby amended by deleting such schedule in
its entirety and replacing it with Schedule 1.1(a) attached hereto.

         (w)      Each of Exhibit B-1 and Exhibit B-2 to the Credit Agreement is
hereby amended by adding the following as a new paragraph 7 to each such
exhibit:

                  "7. As of the date set forth in paragraph 2 above, (i) prior
         to giving effect to the Loan(s) requested by the Borrower pursuant to
         paragraph 1 above, the amount of the Borrower's Consolidated current
         assets consisting of freely available cash and Cash Equivalents is
         $________________ , and (ii) after taking into account the proceeds
         from such Extension of Credit to be received and retained by the
         Borrower or any of its Subsidiaries on such date after giving effect to
         any payments in the ordinary course of business to be made on such date
         or the next succeeding Business Day thereafter, the amount of the
         Borrower's Consolidated current assets consisting of freely available
         cash and Cash Equivalents is $_____________."

         (x)      A new Exhibit J in the form of Exhibit J attached hereto is
hereby added to the Credit Agreement immediately following Exhibit I thereof.


                                       18
<PAGE>

         2.       Amendment to Security Agreement. The Security Agreement shall
be amended substantially in the form of the First Amendment to Security
Agreement to be dated as of the Sixth Amendment Effective Date, a copy of which
is attached as Annex I hereto. The Required Lenders hereby consent to such
amendment.

         3.       Conditions Precedent to Effectiveness. The amendments to the
Credit Agreement set forth herein shall be deemed effective as of March 28, 2003
(the "Sixth Amendment Effective Date") when (and only when) each of the
following conditions precedent has been satisfied:

                  (a)      Amendment. The Administrative Agent shall have
         received from the Credit Parties and the Required Lenders duly executed
         counterparts of this Amendment.

                  (b)      Amendment Fee. The Administrative Agent shall have
         received from the Borrower an amendment fee equal to 0.375% multiplied
         by the aggregate Revolving Credit Commitments of the Consenting Lenders
         (defined below), such fee being for the account of each such Consenting
         Lender pro rata according to such Lender's Revolving Credit Commitment
         as of the Sixth Amendment Effective Date; provided, however, that such
         fee shall be payable only to those Lenders (the "Consenting Lenders")
         that shall have returned (including via telecopy) executed signature
         pages to this Amendment on or before 5:00 p.m., Eastern Standard Time,
         on Thursday, March 27, 2003, as directed by the Administrative Agent.

                  (c)      Out of Pocket Costs. The Borrower shall have paid any
         and all out-of-pocket costs (to the extent invoiced) incurred by the
         Administrative Agent (including the reasonable fees and expenses of the
         Administrative Agent's legal counsel), and fees and other amounts
         payable to the Administrative Agent, in each case in connection with
         the arrangement, negotiation, preparation, execution and delivery of
         this Amendment.

                  (d)      Accuracy of Representations and Warranties. The
         representations and warranties contained in Sections 4 and 6 of this
         Amendment shall be true and correct in all material respects on and as
         of the Sixth Amendment Effective Date with the same effect as if made
         on and as of such date.

                  (e)      Borrowing Base Report. Receipt by the Administrative
         Agent of a Borrowing Base Certificate as of February 28, 2003
         substantially in the form of Exhibit J to the Credit Agreement and
         certified by a Responsible Officer to be true and correct as of
         February 28, 2003.

                  (f)      Guaranty Amendments. The Administrative Agent shall
         have received evidence satisfactory to it that the Borrower shall have
         obtained amendments to its guaranties in connection with the Premier
         Boxboard Credit Facility and the Standard Gypsum Credit Facility that
         conform to the applicable terms of this Agreement, including, without
         limitation, modification or elimination of financial covenants so that
         such provisions are not more restrictive than those contained in the
         Credit Agreement.


                                       19
<PAGE>

                  (g)      Amendment to Security Agreement. The Administrative
         Agent shall have received from the Credit Parties duly executed
         counterparts of an amendment to the Security Agreement in form and
         substance satisfactory to the Administrative Agent providing for, among
         other things, a springing Lien on the Borrower's owned machinery and
         equipment that will attach on July 1, 2003.

         4.       Representations and Warranties. Each Credit Party hereby
represents and warrants to the Administrative Agent and the Lenders that (a) no
Default or Event of Default exists; (b) all of the representations and
warranties set forth in the Loan Documents are true and correct in all material
respects as of the Sixth Amendment Effective Date (except for those that
expressly state that they are made as of an earlier date, in which case they
shall be true and correct as of such earlier date); and (c) it has no claims,
counterclaims, offsets, credits or defenses to its obligations under the Loan
Documents or, to the extent it does, they are hereby released in consideration
of the Required Lenders entering into this Amendment.

         5.       Ratification of Credit Agreement. Except as expressly modified
and amended in this Amendment, all of the terms, provisions and conditions of
the Loan Documents shall remain unchanged and in full force and effect. The term
"this Agreement" or "Credit Agreement" and all similar references as used in
each of the Loan Documents shall hereafter mean the Credit Agreement as amended
by this Amendment. Except as herein specifically agreed, the Credit Agreement is
hereby ratified and confirmed and shall remain in full force and effect
according to its terms.

         6.       Authority/Enforceability. Each of the Credit Parties hereto
represents and warrants as follows:

                  (a)      It has taken all necessary action to authorize the
         execution, delivery and performance of this Amendment.

                  (b)      This Amendment has been duly executed and delivered
         by such Person and constitutes such Person's legal, valid and binding
         obligations, enforceable in accordance with its terms, except as such
         enforceability may be subject to (i) bankruptcy, insolvency,
         reorganization, fraudulent conveyance or transfer, moratorium or
         similar laws affecting creditors' rights generally and (ii) general
         principles of equity (regardless of whether such enforceability is
         considered in a proceeding at law or in equity).

                  (c)      No consent, approval, authorization or order of, or
         filing, registration or qualification with, any court or governmental
         authority or third party is required in connection with the execution,
         delivery or performance by such Person of this Amendment. The
         execution, delivery and performance by such Person of this Amendment do
         not and will not conflict with, result in a breach of or constitute a
         default under the articles of incorporation, bylaws or other
         organizational documents of any Credit Party or any of its Subsidiaries
         or any indenture or other material agreement or instrument to which
         such Person is a party or by which any of its properties may be


                                       20
<PAGE>

         bound or any Governmental Approval relating to such Person except as
         could not reasonably be expected to have a Material Adverse Effect.

         7.       Expenses. The Borrower agrees to pay all reasonable costs and
expenses in connection with the preparation, execution and delivery of this
Amendment, including without limitation the reasonable fees and expenses of
Moore & Van Allen PLLC, special counsel to the Administrative Agent.

         8.       Counterparts/Telecopy. This Amendment may be executed in any
number of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument.
Delivery of executed counterparts by telecopy shall be effective as an original
and shall constitute a representation that an original will be delivered.

         9.       GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH
CAROLINA.

         10.      Entirety. This Amendment and the other Loan Documents embody
the entire agreement between the parties and supersede all prior agreements and
understandings, if any, relating to the subject matter hereof. These Loan
Documents represent the final agreement between the parties and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements
of the parties. There are no oral agreements between the parties.

         11.      Acknowledgment of Guarantors. The Guarantors acknowledge and
consent to all of the terms and conditions of this Amendment and agree that this
Amendment and any documents executed in connection herewith do not operate to
reduce or discharge the Guarantors' obligations under the Credit Agreement or
the other Loan Documents.

         12.      Affirmation of Liens. Each Credit Party affirms the liens and
security interests created and granted by it in the Loan Documents (including,
but not limited to, the Security Agreement) and agrees that this Amendment shall
in no manner adversely affect or impair such liens and security interests.


                                       21
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment, to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.


BORROWER:                  CARAUSTAR INDUSTRIES, INC.,
                           a North Carolina corporation

                           By: /s/ Ronald J. Domanico
                              --------------------------------------------------
                           Name:   Ronald J. Domanico
                           Title:  Vice President and Chief Financial Officer






                                            Signature Page to Sixth Amendment to
                                     Caraustar Industries, Inc. Credit Agreement
                                                                      March 2003


<PAGE>

GUARANTORS:       AUSTELL HOLDING COMPANY, LLC,
                  a Georgia limited liability company
                  CAMDEN PAPERBOARD CORPORATION,
                  a New Jersey corporation
                  CARAUSTAR CUSTOM PACKAGING GROUP, INC.,
                  a Delaware corporation
                  CARAUSTAR CUSTOM PACKAGING GROUP (MARYLAND), INC.,
                  a Maryland corporation
                  CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS GROUP, INC.,
                  a Delaware corporation
                  CARAUSTAR MILL GROUP, INC.,
                  an Ohio corporation f/k/a Caraustar Paperboard Corporation
                  CARAUSTAR RECOVERED FIBER GROUP, INC.,
                  a Delaware corporation
                  CHICAGO PAPERBOARD CORPORATION,
                  an Illinois corporation
                  FEDERAL TRANSPORT, INC.,
                  an Ohio corporation
                  GYPSUM MGC, INC.,
                  a Delaware corporation
                  HALIFAX PAPER BOARD COMPANY, INC.,
                  a North Carolina corporation
                  MCQUEENEY GYPSUM COMPANY,
                  a Delaware corporation
                  MCQUEENY GYPSUM COMPANY, LLC,
                  a Delaware limited liability company
                  PBL INC.,
                  a Delaware corporation
                  SPRAGUE PAPERBOARD, INC.,
                  a Connecticut corporation


                  By:     /s/ Ronald J. Domanico
                     --------------------------------------------------
                  Name:   Ronald J. Domanico
                  Title:  Vice President and Chief Financial Officer

                           of each of the foregoing Guarantors



                                            Signature Page to Sixth Amendment to
                                     Caraustar Industries, Inc. Credit Agreement
                                                                      March 2003


<PAGE>

                   CARAUSTAR, G.P.,
                   a South Carolina general partnership

                   By:   CARAUSTAR INDUSTRIES, INC.,
                         a North Carolina corporation, general partner


                         By:    /s/ Ronald J. Domanico
                            -------------------------------------------------
                         Name:  Ronald J. Domanico
                         Title: Vice President and Chief Financial Officer

                   By:   CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS
                         GROUP, INC., a Delaware corporation, general partner


                         By:    /s/ Ronald J. Domanico
                            -------------------------------------------------
                         Name:  Ronald J. Domanico
                         Title: Vice President and Chief Financial Officer

                   RECCMG, LLC,
                   a Georgia limited liability company
                   PARADIGM CHEMICAL & CONSULTING, LLC,
                   a Georgia limited liability company

                   By:   CARAUSTAR MILL GROUP, INC.,
                         an Ohio corporation f/k/a Caraustar Paperboard
                         Corporation, sole member of each of the foregoing
                         Guarantors


                         By:    /s/ Ronald J. Domanico
                            -------------------------------------------------
                         Name:  Ronald J. Domanico
                         Title: Vice President and Chief Financial Officer

                   CICPG, LLC,
                   a North Carolina limited liability company

                   By:   CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS GROUP, INC.,
                         a Delaware corporation, sole member

                         By:    /s/ Ronald J. Domanico
                            -------------------------------------------------
                         Name:  Ronald J. Domanico
                         Title: Vice President and Chief Financial Officer




                                            Signature Page to Sixth Amendment to
                                     Caraustar Industries, Inc. Credit Agreement
                                                                      March 2003

<PAGE>



ADMINISTRATIVE
AGENT:             BANK OF AMERICA, N.A., in its capacity
                   as Administrative Agent

                   By:    /s/ Thomas R. Sullivan
                      -------------------------------------------------
                   Name:          Thomas R. Sullivan
                        -----------------------------------------------
                   Title:          Vice President
                         ----------------------------------------------




                                            Signature Page to Sixth Amendment to
                                     Caraustar Industries, Inc. Credit Agreement
                                                                      March 2003

<PAGE>



LENDERS:           BANK OF AMERICA, N.A.,
                   as an Issuing Lender and a Lender


                   By:    /s/ Thomas R. Sullivan
                      -------------------------------------------------
                   Name:          Thomas R. Sullivan
                        -----------------------------------------------
                   Title:          Vice President
                         ----------------------------------------------




                                            Signature Page to Sixth Amendment to
                                     Caraustar Industries, Inc. Credit Agreement
                                                                      March 2003

<PAGE>




                   DEUTSCHE BANK TRUST COMPANY AMERICAS
                   individually as an Issuing Lender and a Lender


                   By:           /s/ Marco Orlando
                      -------------------------------------------------
                   Name:              MARCO ORLANDO
                        -----------------------------------------------
                   Title:             DIRECTOR
                         ----------------------------------------------




                                            Signature Page to Sixth Amendment to
                                     Caraustar Industries, Inc. Credit Agreement
                                                                      March 2003


<PAGE>



                            CREDIT SUISSE FIRST BOSTON


                            By:            /s/ James P. Moran
                               -------------------------------------------------
                            Name:              JAMES P. MORAN
                                 -----------------------------------------------
                            Title:             DIRECTOR
                                  ----------------------------------------------



                            By:            /s/ Ian W. Nalitt
                               -------------------------------------------------
                            Name:              IAN W. NALITT
                                 -----------------------------------------------
                            Title:             ASSOCIATE
                                  ----------------------------------------------





                                            Signature Page to Sixth Amendment to
                                     Caraustar Industries, Inc. Credit Agreement
                                                                      March 2003

<PAGE>



                            CREDIT LYONNAIS NEW YORK BRANCH


                            By:      /s/ Rod Hurst
                               -------------------------------------------------
                            Name:        Rod Hurst
                                 -----------------------------------------------
                            Title:       Vice President
                                  ----------------------------------------------




                                            Signature Page to Sixth Amendment to
                                     Caraustar Industries, Inc. Credit Agreement
                                                                      March 2003

<PAGE>



                            THE BANK OF NEW YORK


                            By:       /s/ Nicholas C. Silitch
                               -------------------------------------------------
                            Name:         Nicholas C. Silitch
                                 -----------------------------------------------
                            Title:        Senior Vice President
                                  ----------------------------------------------




                                            Signature Page to Sixth Amendment to
                                     Caraustar Industries, Inc. Credit Agreement
                                                                      March 2003


<PAGE>

                                 SCHEDULE 1.1(A)

                          REVOLVING CREDIT COMMITMENTS

<TABLE>
<CAPTION>
                                            REVOLVING CREDIT
                 LENDER                        COMMITMENT                COMMITMENT PERCENTAGE
                 ------                     ----------------             ---------------------
<S>                                         <C>                          <C>
Bank of America, N.A.                          $10,026,667                   21.33333334%
Deutsche Bank Trust Company Americas           $10,026,667                   21.33333333%
Credit Suisse First Boston                     $10,026,667                   21.33333333%
Credit Lyonnais New York Branch                $10,026,667                   21.33333333%
The Bank of New York                           $ 6,893,332                   14.66666667%
                                               -----------                  ------------
                         Total                 $47,000,000                  100.00000000%
                                               ===========                  ============
</TABLE>



<PAGE>

                                    EXHIBIT J

                                     FORM OF
                           BORROWING BASE CERTIFICATE

        For the calendar month ended _______________, 20__.

        I, ______________________, [TITLE] of Caraustar Industries, Inc. (the
"Borrower") hereby certify that, to the best of my knowledge and belief, with
respect to that certain Credit Agreement dated as of March 29, 2001 (as amended,
modified, restated or supplemented from time to time, the "Credit Agreement";
all of the defined terms in the Credit Agreement are incorporated herein by
reference) among the Borrower, the Guarantors, the Lenders and Bank of America,
N.A., as Administrative Agent:


                                   RECEIVABLES

<TABLE>
<S>      <C>                                                                                         <C>
1.       Receivables (as defined in the definition of Eligible Receivables in
         Section 1.1 of the Credit Agreement)                                                        $_____________

2.       (i) Receivables of the Borrower subject to any Lien, other than
         a Lien permitted by Section 9.2 of the Credit Agreement.                                    $_____________

         (ii) Receivables of the Borrower which are more than 90 days from the
         date of invoice (net of reserves for bad debts in connection with any
         such Receivables of the Borrower)                                                           $_____________

         (iii) 50% of the book value of any Receivable of the Borrower not
         otherwise excluded by clause (ii) above but owing from an account
         debtor which is the account debtor on any existing Receivable of the
         Borrower then excluded by such clause (ii) (unless (A) the exclusion by
         such clause (ii) is a result of a legitimate dispute by the account
         debtor and the applicable Receivable of the Borrower
</TABLE>


<PAGE>

<TABLE>
         <S>                                                                                         <C>
         is no more than 90 days past due or (B) the applicable Receivable so
         excluded by such clause (ii) is for an amount of less than $100,000)                        $_____________

         (iv) Receivables of the Borrower evidenced by notes, chattel paper or
         other instruments (unless such notes, chattel paper or instruments have
         been delivered to and are in the possession of the Agent)                                   $_____________

         (v) Receivables of the Borrower owing by an account debtor which the
         Borrower has determined to be not solvent or is subject to
         any bankruptcy or insolvency proceeding of any kind                                         $_____________

         (vi) Receivables of the Borrower owing by an account debtor located
         outside of the United States (unless payment for the goods shipped is
         secured by an irrevocable letter of credit in a form and from an
         institution acceptable to the Administrative Agent or otherwise on
         guaranty or acceptance terms acceptable to the Administrative Agent)                        $_____________

         (vii) To the extent not already reflected in the calculation of the
         face amount thereof, Receivables of the Borrower which are contingent
         or subject to offset, deduction, counterclaim, dispute or other defense
         to payment, in each case to the extent of such offset, deduction,
         counterclaim, dispute or other defense                                                      $_____________

         (viii) Receivables of the Borrower for which any direct or indirect Subsidiary
         of the Borrower or any Affiliate of the Borrower is the account debtor                      $_____________

         (ix) Receivables of the Borrower representing a sale to the government of
</TABLE>


<PAGE>


<TABLE>
         <S>                                                                                         <C>
         the United States or any agency or instrumentality thereof (unless the
         Borrower has complied (to the satisfaction of the Administrative Agent)
         with the Federal Assignment of Claims Act or other similar applicable
         law with respect to the Administrative Agent's security interest in
         such Receivable)                                                                            $_____________

         (x) Receivables of the Borrower which fail to meet such other specifications
         as have been established by the Administrative Agent                                        $_____________

         (xi) Sum of lines (i) through (x)                                                           $_____________

3.       Eligible Receivables
         (Line 1 less Line 2(xi))                                                                    $_____________

4.       Eligible Receivables Borrowing
         Base (60% of Eligible Receivables)                                                          $_____________


                                    INVENTORY

5.       Inventory (the lower of the aggregate book value (based on a FIFO or a
         moving average cost valuation, consistently applied) or fair market
         value of all raw materials, work in process and finished goods
         inventory owned by the Borrower less appropriate reserves
         determined in accordance with GAAP)                                                         $_____________

6.       (i) Inventory subject to any Lien, other than any Lien permitted by
         Section 9.2 of the Credit Agreement                                                         $_____________

         (ii) Inventory which is not in good condition or fails to meet
         standards for sale or use imposed by governmental agencies, departments
         or divisions having regulatory authority over such goods                                    $_____________
</TABLE>


<PAGE>


<TABLE>
         <S>                                                                                         <C>
         (iii) Inventory which is not useable or salable at prices approximating
         their cost in the ordinary course of the Borrower's business (including
         without duplication the amount of any reserves for obsolescence,
         unsalability or decline in value)                                                           $_____________

         (iv) Inventory located outside of the United States                                         $_____________

         (v) Inventory located at a location leased by the Borrower with respect
         to which the Administrative Agent shall not have received a landlord's
         waiver satisfactory to the Administrative Agent                                             $_____________

         (vi) Inventory which is leased or on consignment                                            $_____________

         (vii) Inventory which fails to meet such other specifications as have
         been established by the Agent                                                               $_____________

         (viii) Sum of lines (i) through (vii)                                                       $_____________

7.       Eligible Inventory
         (Line 6 less Line 7(viii))                                                                  $_____________

8.       Eligible Inventory Borrowing Base (30% of Eligible Inventory)                               $_____________


                                 BORROWING BASE

9.       Sum of (a) the maximum aggregate principal amount of the
         Borrower's obligations under (i) the Standard Gypsum
         Guaranty (but only to the extent the Borrower's obligations
         under such guaranty continue to be secured pursuant to the Security
         Agreement), and (ii) the Premier Boxboard Guaranty (but only to the
         extent the Borrower's obligations under such guaranty continue to be
         secured pursuant to the Security Agreement)
</TABLE>


<PAGE>


<TABLE>
         <S>                                                                                         <C>
         and (b) the aggregate of the Credit Parties' obligations under all Hedging
         Agreements (without taking into account any such agreement where a Credit
         Party is owed money from an account party) with a Lender or any Affiliate of a
         Lender. For the purposes of the foregoing calculation, the amount of
         any obligations under any Hedging Agreement on any date shall be deemed
         to be the Hedging Agreement Termination Value thereof as of such date                       $_____________

10.      Total Borrowing Base availability
         ((Line 4 plus Line 8) minus Line 9)                                                         $_____________

11.      Aggregate Revolving Credit Commitment                                                       $_____________

12.      Aggregate Outstanding Revolving Credit Loans
         and L/C Obligations under the Credit
         Agreement                                                                                   $_____________

13.      If Line #10 is greater than Line #11, then the difference
         between Line #11 and Line #12 ($__________________________________________________________________________)
         is available for Extensions of Credit; If Line #10 is less than Line #11,
         then the difference between Line #10 and Line #12 ($______________________________________________________)
         is available for Extensions of Credit. If Line #12 is greater than Line #10,
         then the Borrower shall prepay or otherwise reduce so much of
         the outstanding Revolving Credit Loans and L/C Obligations as shall be necessary to
         eliminate such excess ($_________).
</TABLE>


         With reference to this Borrowing Base certificate, I hereby certify
that the above statements are true and correct.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal this _____ day
of ______________, 20___.


                                                 CARAUSTAR INDUSTRIES, INC.

                                                 By:
                                                 Name:
                                                 Title: