Fifth Amendment to Credit Agreement



 Exhibit 10.01 
  
 FIFTH AMENDMENT TO CREDIT AGREEMENT 
  
 THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of this 29th day of
March, 2005, among Caraustar Industries, Inc., a North Carolina corporation (“Caraustar”), and each Subsidiary of Caraustar listed on the signature pages hereto as a “Borrower” (Caraustar and each such Subsidiary,
individually, a “Borrower”, and, collectively, “Borrowers”), and each Subsidiary of Caraustar listed on the signature pages hereto as a “Guarantor” (each such Subsidiary, individually, a
“Guarantor”, and, collectively, “Guarantors”; Borrowers and Guarantors, collectively, “Obligors”), the Lenders party to this Amendment (the “Lenders”), and Bank of America, N.A.,
as Agent for the Lenders (the “Agent”). 
  
 W I T N E S S E T H: 
  
 WHEREAS, Borrowers, Guarantors, the Lenders and the Agent entered into that certain Credit Agreement, dated as of June 24, 2003, pursuant to which the
Lenders agreed to make certain loans to Borrowers (as amended, modified, supplemented and restated from time to time, the “Credit Agreement”); and 
  
 WHEREAS, Borrowers, Guarantors, the Lenders and the Agent desire to enter into this Amendment for the purpose of amending
the Credit Agreement in certain respects. 
  
 NOW, THEREFORE, in
consideration of the foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
  
 1. All capitalized terms used herein and not otherwise expressly defined
herein shall have the respective meanings given to such terms in the Credit Agreement. 
  
 2. The Credit Agreement is amended (effective as of March 1, 2005) by deleting the first sentence of Section 2.5 and replacing it with the following; 
  
 On the first day of each month, and on the Termination Date, the Borrowers
agree to pay to the Agent, for the account of the Lenders, in accordance with their respective Pro Rata Shares, an unused line fee (the “Unused Line Fee”) equal to three-eighths of one percent (0.375%) per annum times the amount by
which the Maximum Revolver Amount exceeded the sum of the average daily outstanding amount of Revolving Loans and the average daily undrawn face amount of outstanding Letters of Credit, during the immediately preceding month or shorter period if
calculated for the first month hereafter or on the Termination Date. 
  
 3. The Credit Agreement is amended by deleting the reference to “$5,000,000” contained in clause (e) of Section 7.9 and replacing it with “$15,000,000”. 
  









 4. The Credit Agreement is amended (effective as of March 1, 2005) by deleting the definition of
“Applicable Margin” in Annex A and replacing it with the following: 
  
 “Applicable Margin” means, through the first adjustment date, (i) minus 0.25% with respect to Base Rate Loans and all
other Obligations (other than LIBOR Rate Loans), and (ii) 1.50% with respect to LIBOR Rate Loans. The Applicable Margin will be adjusted quarterly as follows: 
  

(a) If (i) Available Cash as of the last day of a fiscal quarter of the Borrowers exceeds the Aggregate Revolver Outstandings as of the
last day of such fiscal quarter, and (ii) the average Available Cash as of the last day of each fiscal month ended during such fiscal quarter exceeds the Aggregate Revolver Outstandings as of the last day of such fiscal quarter, then the Applicable
Margin shall be set at (A) minus 0.25% with respect to Base Rate Loans and all other Obligations (other than LIBOR Rate Loans), and (B) 1.50% with respect to LIBOR Rate Loans. 
  
 (b) If the requirements set forth in clause (a) above are not met for a fiscal quarter, then the Applicable
Margin shall be determined by reference to Availability as follows: 
  
 (i) if (A) average daily Availability during a fiscal quarter is equal to or greater than $30,000,000, and (B) Availability as of the last day of such fiscal quarter is equal to or greater than $30,000,000, then the
Applicable Margin shall be set at (A) 0.0% with respect to Base Rate Loans and all other Obligations (other than LIBOR Rate Loans), and (B) 1.75% with respect to LIBOR Rate Loans; and 
  
 (ii) if (A) average daily Availability during a fiscal quarter is less than $30,000,000, or (B) Availability
as of the last day of such fiscal quarter is less than $30,000,000, then the Applicable Margin shall be set at (A) 0.25% with respect to Base Rate Loans and all other Obligations (other than LIBOR Rate Loans), and (B) 2.00% with respect to LIBOR
Rate Loans. 
  
 All adjustments in the Applicable Margin shall be
implemented quarterly on a prospective basis on the 5th Business Day of the calendar month following each fiscal
quarter end. The Borrowers shall deliver to the Agent such information as the Agent may deem necessary to establish the Applicable Margin including, if requested by the Agent, a certificate signed by a Responsible Officer setting forth in reasonable
detail the basis for the continuance of, or any change in, the Applicable Margin. If a Default or Event of Default has occurred and is continuing at the time any reduction in the Applicable Margin is to be implemented, no reduction may occur until
the first day of the first calendar month following the date on which such Default or Event of Default is waived or cured. 
  
 5. The parties hereto acknowledge that the notice address of the Agent and Bank has been changed to the following: 
  
 Bank of America, N.A. 
 300 Galleria Parkway NW 
 Suite 800

  

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 Atlanta, Georgia 30339 
 Attention: Walter Shellman 
 Telecopy No.: 770-857-2947 
  
 6. To induce the Agent and the Lenders to enter into this Amendment,
Borrowers and Guarantors hereby represent and warrant that, as of the date hereof, there exists no Default or Event of Default under the Credit Agreement. 
  
 7. Borrowers and Guarantors hereby restate, ratify, and reaffirm each and every representation and warranty heretofore made by each of them under or in
connection with the execution and delivery of the Credit Agreement, as modified hereby, and the other Loan Documents, as fully as though such representations and warranties had been made on the date hereof and with specific reference to this
Amendment, except to the extent that any such representation or warranty relates solely to a prior date. 
  
 8. Except as expressly set forth herein, the Credit Agreement and the other Loan Documents shall be and remain in full force and effect as originally
written, and shall constitute the legal, valid, binding and enforceable obligations of Borrowers and Guarantors to the Agent and the Lenders. 
  
 9. Borrowers agree to pay on demand all reasonable costs and expenses of the Agent in connection with the preparation, execution, delivery and enforcement
of this Amendment and all other Loan Documents and any other transactions contemplated hereby, including, without limitation, the reasonable fees and out-of-pocket expenses of legal counsel to the Agent. 
  
 10. Borrowers and Guarantors agree to take such further action as the Agent
shall reasonably request in connection herewith to evidence the agreements herein contained. 
  
 11. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of
which counterparts, taken together, shall constitute but one and the same instrument. 
  
 12. This Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns, and legal representatives and heirs, of the parties hereto. 
  
 13. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of Georgia. 
  
 [SIGNATURES BEGIN ON NEXT
PAGE] 
  

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 IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written.

  

									
	BORROWERS:	 	 	 	CARAUSTAR INDUSTRIES, INC.
					
	 	 	 	 	 	 	By:	 	 /s/ Ronald J. Domanico

	 	 	 	 	 	 	 	 	 Ronald J. Domanico, Senior Vice President

			
	 	 	 	 	 CARAUSTAR CUSTOM PACKAGING
 GROUP,
INC.

					
	 	 	 	 	 	 	By:	 	 /s/ Ronald J. Domanico

	 	 	 	 	 	 	 	 	 Ronald J. Domanico, Vice President

			
	 	 	 	 	 CARAUSTAR RECOVERED FIBER
 GROUP,
INC.

					
	 	 	 	 	 	 	By:	 	 /s/ Ronald J. Domanico

	 	 	 	 	 	 	 	 	 Ronald J. Domanico, Vice President

			
	 	 	 	 	 CARAUSTAR INDUSTRIAL AND
 CONSUMER
PRODUCTS GROUP, INC.

					
	 	 	 	 	 	 	By:	 	 /s/ Ronald J. Domanico

	 	 	 	 	 	 	 	 	 Ronald J. Domanico, Vice President

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

	 	 	 	 	 	 	 	 	 Ronald J. Domanico, Vice President

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

	 	 	 	 	 	 	 	 	 Ronald J. Domanico, Vice President

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

	 	 	 	 	 	 	 	 	 Ronald J. Domanico, Vice President


  










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

	 	 	 Ronald J. Domanico, Vice President

	
	McQUEENEY GYPSUM COMPANY
		
	By:	 	 /s/ Ronald J. Domanico

	 	 	 Ronald J. Domanico, Vice President

	
	CARAUSTAR, G.P.
			
	 	 	By:	 	 CARAUSTAR INDUSTRIES, INC.,
 general partner

				
	 	 	 	 	 By:
	 	 /s/ Ronald J. Domanico

	 	 	 	 	 	 	 Ronald J. Domanico,
 Senior Vice President

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

				
	 	 	 	 	 By:
	 	 /s/ Ronald J. Domanico

	 	 	 	 	 	 	 Ronald J. Domanico,
 Vice President

	
	McQUEENEY GYPSUM COMPANY, LLC
			
	 	 	By:	 	 McQUEENEY GYPSUM COMPANY,
 sole member

				
	 	 	 	 	 By:
	 	 /s/ Ronald J. Domanico

	 	 	 	 	 	 	 Ronald J. Domanico, Vice President

	
	RECCMG, LLC
			
	 	 	By:	 	 CARAUSTAR MILL GROUP, INC.,
 sole member

				
	 	 	 	 	 By:
	 	 /s/ Ronald J. Domanico

	 	 	 	 	 	 	 Ronald J. Domanico, Vice President



  










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

	 	 	 	 	 	 	 	 	 Ronald J. Domanico, Vice President

				
	 	 	 	 	 	 	AUSTELL HOLDING COMPANY, LLC
						
	 	 	 	 	 	 	 	 	 By:
	 	 CARAUSTAR INDUSTRIES, INC.,
 sole member

							
	 	 	 	 	 	 	 	 	 	 	By:	 	 /s/ Ronald J. Domanico

	 	 	 	 	 	 	 	 	 	 	 	 	 Ronald J. Domanico, Senior Vice President

				
	 	 	 	 	 	 	CAMDEN PAPERBOARD CORPORATION
					
	 	 	 	 	 	 	By:	 	 /s/ Ronald J. Domanico

	 	 	 	 	 	 	 	 	 Ronald J. Domanico, Vice President

				
	 	 	 	 	 	 	CHICAGO PAPERBOARD CORPORATION
					
	 	 	 	 	 	 	By:	 	 /s/ Ronald J. Domanico

	 	 	 	 	 	 	 	 	 Ronald J. Domanico, Vice President

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

	 	 	 	 	 	 	 	 	 Ronald J. Domanico, Vice President

				
	 	 	 	 	 	 	 CARAUSTAR CUSTOM PACKAGING
 (MARYLAND), INC.

					
	 	 	 	 	 	 	By:	 	 /s/ Ronald J. Domanico

	 	 	 	 	 	 	 	 	 Ronald J. Domanico, Vice President

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

	 	 	 	 	 	 	 	 	Walter T. Shellman, Vice President

  










											
	 	 	 	 	 MERRILL LYNCH CAPITAL, a division of
 Merrill Lynch Business Financial Services Inc.

					
	 	 	 	 	 	 	 By:
	 	 /s/ Troy A. Oder

	 	 	 	 	 	 	 	 	 Name:
	 	 Troy A. Oder

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President

			
	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT, INC.
					
	 	 	 	 	 	 	 By:
	 	 /s/ John McIntyre

	 	 	 	 	 	 	 	 	 Name:
	 	 John McIntyre

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President

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

	 	 	 	 	 	 	 	 	Walter T. Shellman, Vice President