EXHIBIT 10.02



SECURITY AGREEMENT



SECURITY AGREEMENT, dated as of June 24, 2003, between CARAUSTAR INDUSTRIES, INC., a North Carolina corporation (Caraustar), and each
of the Subsidiaries of Caraustar listed on the signature pages hereto as a Grantor (Caraustar and each such Subsidiary, individually, a Grantor, and, collectively, Grantors), and BANK OF AMERICA,
N.A., in its capacity as the Agent for the Lenders.



W
I T N E S S E T H :



WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof by and among Grantors, Agent, Lenders, Banc of America Securities LLC, as arranger (including all annexes, exhibits and schedules thereto,
as from time to time amended, restated, supplemented or otherwise modified, the Credit Agreement), Lenders have agreed to make the Loans and issue Letters of Credit on behalf of Grantors;



WHEREAS, in order to induce Agent and Lenders to enter into the Credit
Agreement and the other Loan Documents and to induce Lenders to make the Loans and issue Letters of Credit as provided for in the Credit Agreement, each Grantor has agreed to grant a continuing Lien on the Collateral (as hereinafter defined) to
secure the Obligations;



NOW, THEREFORE, in consideration of
the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



1. DEFINED TERMS. The following terms shall have the following
respective meanings:



Accounts means all of
each Grantors now owned or hereafter acquired or arising accounts, as defined in the UCC, including any rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance.



Affiliate means, as to any Person, any other Person
which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person or which owns, directly or indirectly, five percent (5%) or more of the outstanding equity interest of such Person. A Person shall be
deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by
contract, or otherwise.



Assigned Contracts
means, collectively, all of each Grantors rights and remedies under, and all moneys and claims for money due or to become due to any Grantor under, those contracts set forth on Schedule IV hereto, and any and all amendments,
supplements, extensions, and renewals thereof, including all rights and claims of each Grantor now or hereafter existing: (i) under any insurance, indemnities, warranties, and guarantees provided for or arising out of or in connection with any of
the foregoing agreements; (ii) for any



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damages arising out of or for breach or default under or in connection with any of the foregoing contracts; (iii) to all other amounts from time to time paid
or payable under or in connection with any of the foregoing agreements; or (iv) to exercise or enforce any and all covenants, remedies, powers and privileges thereunder.



Chattel Paper means all of each Grantors now owned or hereafter acquired chattel paper, as defined
in the UCC, including electronic chattel paper.



Deposit Accounts means all deposit accounts as such term is defined in the UCC, now or hereafter held in the name of any Grantor.



Documents means all documents as such term is defined in the UCC, including bills of lading, warehouse
receipts or other documents of title, now owned or hereafter acquired by any Grantor.



Dominion Date means the date on which Agent, in accordance with the terms of a Blocked Account Agreement, gives notice to any Clearing Bank that Agent is exercising dominion over the applicable
Payment Account and that withdrawals by Grantors are no longer permitted from such Payment Account, provided that, notwithstanding anything to the contrary in any Blocked Account Agreement, Agent may not give any such notice prior to the first day
on which (a) Availability is less than $15,000,000, (b) Suppressed Availability is less than $20,000,000, or (c) an Event of Default occurs.



Equipment means all of each Grantors now owned and hereafter acquired machinery, equipment, furniture, furnishings, fixtures, and
other tangible personal property (except Inventory), including embedded software, motor vehicles with respect to which a certificate of title has been issued, aircraft, dies, tools, jigs, molds and office equipment, as well as all of such types of
property leased by any Grantor and all of each Grantors rights and interests with respect thereto under such leases (including, without limitation, options to purchase); together with all present and future additions and accessions thereto,
replacements therefor, component and auxiliary parts and supplies used or to be used in connection therewith, and all substitutes for any of the foregoing, and all manuals, drawings, instructions, warranties and rights with respect thereto; wherever
any of the foregoing is located.



General
Intangibles means all of each Grantors now owned or hereafter acquired general intangibles, choses in action and causes of action and all other intangible personal property of each Grantor of every kind and nature (other than
Accounts), including, without limitation, all contract rights, payment intangibles, Proprietary Rights, corporate or other business records, inventions, designs, blueprints, plans, specifications, patents, patent applications, trademarks, service
marks, trade names, trade secrets, goodwill, copyrights, computer software, customer lists, registrations, licenses, franchises, tax refund claims, any funds which may become due to any Grantor in connection with the termination of any employee
benefit plan or any rights thereto and any other amounts payable to any Grantor from any employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof,
property, casualty or any similar type of insurance and any proceeds thereof, proceeds of insurance covering the lives of key employees on which any Grantor is beneficiary, rights to receive dividends, distributions, cash, Instruments



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and other property in respect of or in exchange for pledged equity interests or Investment Property and any letter of credit, guarantee, claim, security
interest or other security held by or granted to any Grantor.



Goods means all goods as defined in the UCC, now owned or hereafter acquired by any Grantor, wherever located, including embedded software to the extent included in goods as defined in the UCC,
manufactured homes, standing timber that is cut and removed for sale and unborn young of animals.



Instruments means all instruments as such term is defined in the UCC, now owned or hereafter acquired by any Grantor.



Inventory means all of each Grantors now owned and
hereafter acquired inventory, goods and merchandise, wherever located, to be furnished under any contract of service or held for sale or lease, all returned goods, raw materials, work-in-process, finished goods (including embedded software), other
materials and supplies of any kind, nature or description which are used or consumed in any Grantors business or used in connection with the packing, shipping, advertising, selling or finishing of such goods, merchandise, and all documents of
title or other Documents representing them.



Investment Property means all of each Grantors right title and interest in and to any and all: (a) securities whether certificated or uncertificated; (b) securities entitlements; (c) securities accounts; (d)
commodity contracts; or (e) commodity accounts.



Letter-of-Credit Rights means letter-of-credit rights as such term is defined in the UCC, now owned or hereafter acquired by any Grantor, including rights to payment or performance under a letter of credit,
whether or not any Grantor, as beneficiary, has demanded or is entitled to demand payment or performance.



Payment Account means each bank account established pursuant to this Security Agreement, to which the proceeds of Accounts and other
Collateral are deposited or credited.



Proprietary
Rights means all of each Grantors now owned and hereafter arising or acquired: licenses, franchises, permits, patents, patent rights, copyrights, works which are the subject matter of copyrights, trademarks, service marks, trade
names, trade styles, patent, trademark and service mark applications, and all licenses and rights related to any of the foregoing, and all other rights under any of the foregoing, all extensions, renewals, reissues, divisions, continuations, and
continuations-in-part of any of the foregoing, and all rights to sue for past, present and future infringement of any of the foregoing.



Software means all software as such term is defined in the UCC, now owned or hereafter acquired by any Grantor, other than
software embedded in any category of Goods, including all computer programs and all supporting information provided in connection with a transaction related to any program.



Supporting Obligations means all supporting obligations as such term is defined in the UCC.



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UCC means the Uniform Commercial Code, as in effect from time to time, of the State of
Georgia or of any other state the laws of which are required as a result thereof to be applied in connection with the issue of perfection of security interests.



All other capitalized terms used but not otherwise defined herein have the meanings given to them in the Credit Agreement or in Annex A thereto. All
other undefined terms contained in this Security Agreement, unless the context indicates otherwise, have the meanings provided for by the UCC to the extent the same are used or defined therein.



2. GRANT OF LIEN.



(a) As security for all Obligations, each Grantor hereby grants to Agent,
for the benefit of Agent and Lenders, a continuing security interest in, lien on, assignment of and right of set-off against, all of the following property and assets of such Grantor, whether now owned or existing or hereafter acquired or arising,
regardless of where located:



(i) all Accounts;



(ii) all Inventory;



(iii) all contract rights, including Assigned Contracts;



(iv) all Chattel Paper;



(v) all Documents;



(vi) all Instruments;



(vii) all Supporting Obligations and Letter-of-Credit Rights;



(viii) all General Intangibles (including payment intangibles and Software);



(ix) all Goods (other than Equipment);



(x) all Investment Property;



(xi) all money, cash, cash equivalents, securities and other property of any
kind of any Grantor held directly or indirectly by Agent or any Lender;



(xii) all of each Grantors Deposit Accounts, credits, and balances with and other claims against Agent or any Lender or any of their Affiliates or any other financial institution with which any Grantor maintains
deposits, including any Payment Accounts;



(xiii) all books,
records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property and General Intangibles at any time evidencing or relating to any of
the foregoing;



(xiv) the commercial tort claims described on
Schedule V; and



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(xv) all accessions to, substitutions for and replacements, products and proceeds of any of the
foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing.



All of the foregoing, together with all equity interests in Subsidiaries pledged to Agent,
and all other property of any Grantor in which Agent or any Lender may at any time be granted a Lien as collateral for the Obligations, is herein collectively referred to as the Collateral.



(b) All of the Obligations shall be secured by all of the Collateral.



3. PERFECTION AND PROTECTION OF SECURITY
INTEREST.



(a) Grantors shall, at their expense,
perform all steps requested by Agent in good faith at any time to perfect, maintain, protect, and enforce Agents Liens, including: (i) executing, delivering and/or filing and recording of the Patent and Trademark Agreements and the Copyright
Security Agreement, and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to Agent; (ii) delivering to Agent warehouse receipts covering any portion of the Collateral
located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iii) when an Event of Default has occurred and is continuing,
transferring Inventory to warehouses or other locations designated by Agent; (iv) placing notations on Grantors books of account to disclose Agents security interest; and (v) taking such other steps as are deemed necessary or desirable
by Agent in good faith to maintain and protect Agents Liens. Grantors agree that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.



(b) Unless Agent shall otherwise consent in writing (which
consent may be revoked), Grantors shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper and Instruments promptly after any Grantor receives
the same.



(c) Grantors shall obtain or use their commercially
reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and Grantors shall in all instances obtain signed acknowledgements of Agents Liens from bailees having possession of any Collateral that they hold
for the benefit of Agent, in each case with respect to locations at any time having Collateral valued in excess of $1,000,000.



(d) Unless waived by Agent in writing (which waiver may be revoked), Grantor shall obtain authenticated control agreements, in form and substance
reasonably satisfactory to Agent, from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Grantor.



(e) If any Grantor is or becomes the beneficiary of a letter of credit,
Grantors shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights, assigning such Letter-of-



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Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.



(f) Grantors shall take all steps necessary to grant Agent control of all
electronic chattel paper in accordance with the Code and all transferable records as defined in the Uniform Electronic Transactions Act.



(g) Each Grantor hereby irrevocably authorizes Agent at any time and from time to time to file in any filing office in any jurisdiction any initial
financing statements and amendments thereto that (a) indicate the Collateral (i) as any or all assets of such Grantor covered by the Agents Liens, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other
information required by part 5 of Article 9 of the UCC of the State of Georgia for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and
any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to Agent promptly upon request. Each Grantor also ratifies its authorization for Agent to have filed any like initial financing
statements or amendments thereto if filed prior to the date hereof.



(h) Grantors shall promptly notify Agent of any commercial tort claim (as defined in the UCC) acquired by any Grantor and unless otherwise consented by Agent, Grantors shall enter into a supplement to this Security Agreement, granting to
Agent a Lien in such commercial tort claim.



(i) From time to
time, Grantors shall, upon Agents request, execute and deliver confirmatory written instruments pledging to Agent, for the ratable benefit of Agent and Lenders, the Collateral, but any Grantors failure to do so shall not affect or limit
any security interest or any other rights of Agent or any Lender in and to the Collateral with respect to any Grantor. So long as the Credit Agreement is in effect and until all Obligations have been fully satisfied, Agents Liens shall
continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).



(j) Grantors shall reimburse Agent for the out-of-pocket costs incurred
by Agent in obtaining certificates of good standing for each Grantor from its state of incorporation or organization, provided, that, (A) if no Event of Default exists, Grantors shall not be responsible for the costs relating to more than one such
certificate obtained by Agent with respect to each Grantor during any particular quarter, and (B) Agent shall have no obligation to obtain such certificates.



(k) Without limiting the prohibitions on mergers involving Grantors contained in the Credit Agreement, no Grantor shall reincorporate or reorganize itself
under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without the prior written consent of Agent.



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(l) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or
termination statement with respect to any financing statement without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to Grantors rights under Section 9-509(d)(2) of the
UCC.



(m) No Grantor shall enter into any contract or agreement
that restricts or prohibits the grant of a security interest in (i) Chattel Paper or payment intangibles or the proceeds of the foregoing to Agent, except to the extent that any such restriction or prohibition is unenforceable under the Uniform
Commercial Code, or (ii) Accounts or Instruments.



4.
LOCATION OF COLLATERAL. (a) Each Grantor represents and warrants to Agent and Lenders that: (A) Schedule I is a correct and complete list of the location of such Grantors chief executive office, the location of its books and
records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule I correctly identifies any of such facilities and locations that are not owned by such Grantor and sets forth the names of
the owners and lessors or sublessors of such facilities and locations. Each Grantor covenants and agrees that it will not (i) maintain any Collateral at any location other than those locations listed for such Grantor on Schedule I, (ii)
otherwise change or add to any of such locations, or (iii) change the location of its chief executive office from the location identified in Schedule I, unless it gives Agent at least thirty (30) days prior written notice thereof and
executes any and all financing statements and other documents that Agent reasonably requests in connection therewith. Without limiting the foregoing, each Grantor represents that all of its Inventory (other than Inventory in transit) is, and
covenants that all of its Inventory will be, located either (a) on premises owned by such Grantor, (b) on premises leased by such Grantor, or (c) in a warehouse pursuant to an agreement with the applicable warehouseman.



5. JURISDICTION OF ORGANIZATION. Each Grantor represents and
warrants to Agent and Lenders that Schedule II hereto identifies such Grantors name as of the Closing Date as it appears in official filings in the state of its incorporation or other organization, the type of entity of such Grantor
(including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by such Grantors state of incorporation or organization or a statement that no such number has been issued, and
the jurisdiction in which such Grantor is incorporated or organized. Each Grantor has only one state of incorporation or organization.



6. TITLE TO, LIENS ON, AND SALE AND USE OF COLLATERAL. Each Grantor represents and warrants to Agent and Lenders and agrees with Agent and
Lenders that: (a) such Grantor has rights in and the power to transfer all of the Collateral free and clear of all Liens whatsoever, except for Permitted Liens; (b) Agents Liens in the Collateral will not be subject to any prior Lien except
for those Liens identified in clauses (c), (d), (e) and (f) of the definition of Permitted Liens; and (c) such Grantor will use, store, and maintain the Collateral with all reasonable care and will use such Collateral for
lawful purposes only.



7. APPRAISALS. Whenever a
Default or Event of Default exists, and at such other times not more frequently than once a year as Agent requests, Grantors shall, at their expense and upon Agents request, provide Agent with appraisals or updates thereof of any or all of the
Collateral from an appraiser, and prepared on a basis, satisfactory to Agent, such appraisals and



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updates to include, without limitation, information required by applicable law and regulation and by the internal policies of Lenders.



8. ACCESS AND EXAMINATION. Agent, accompanied by any Lender
which so elects, may at all reasonable times during regular business hours (and at any time when an Event of Default exists and is continuing) have access to, examine, audit, make extracts from or copies of and inspect any or all of each
Grantors records, files, and books of account and the Collateral, and discuss each Grantors affairs with each Grantors officers and management. Grantors will deliver to Agent any instrument necessary for Agent to obtain records
from any service bureau maintaining records for any Grantor. Agent may, and at the direction of the Required Lenders shall, at any time when an Event of Default exists, and at Grantors expense, make copies of all of each Grantors books
and records, or require each Grantor to deliver such copies to Agent. Agent may, without expense to Agent, use such of Grantors respective personnel, supplies and Real Estate as may be reasonably necessary for maintaining or enforcing
Agents Liens. Agent shall have the right, at any time, in Agents name or in the name of a nominee of Agent, to verify the validity, amount or any other matter relating to the Accounts, Inventory, or other Collateral, by mail, telephone,
or otherwise.



9. ACCOUNTS.



(a) Each Grantor hereby represents and warrants to Agent and Lenders, with
respect to such Grantors Eligible Accounts, that: (i) each existing Eligible Account represents, and each future Eligible Account will represent, a bona fide sale or lease and delivery of goods by such Grantor, or rendition of
services by such Grantor, in the ordinary course of such Grantors business; (ii) each existing Eligible Account is, and each future Eligible Account will be, for a liquidated amount payable by the Account Debtor thereon on the terms set forth
in the invoice therefor or in the schedule thereof delivered to Agent, without any offset, deduction, defense, or counterclaim except those known to such Grantor and disclosed to Agent and Lenders pursuant to this Security Agreement; (iii) no
payment will be received with respect to any Eligible Account, and no credit, discount, or extension, or agreement therefor will be granted on any Eligible Account, except as reported to Agent and Lenders in Borrowing Base Certificates delivered in
accordance with the Credit Agreement; (iv) each copy of an invoice delivered to Agent by such Grantor will be a genuine copy of the original invoice sent to the Account Debtor named therein; and (v) all goods described in any invoice representing a
sale of goods will have been delivered to the Account Debtor and all services of such Grantor described in each invoice will have been performed.



(b) No Grantor shall re-date any invoice or sale or make sales on extended dating beyond that customary in such Grantors business or extend or
modify any Account. If any Grantor becomes aware of any matter adversely affecting the collectibility of any Account or the Account Debtor therefor involving an amount greater than $750,000, including information regarding the Account Debtors
creditworthiness, such Grantor will promptly so advise Agent and, to the extent such matter results in such Account no longer being eligible in accordance with the definition of Eligible Accounts, exclude such Account from Eligible
Accounts.



(c) No Grantor shall accept any note or other
instrument (except a check or other instrument for the immediate payment of money) with respect to any Account without



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Agents written consent. If Agent consents to the acceptance of any such instrument, it shall be considered as evidence of the Account and not payment
thereof and such Grantor will promptly deliver such instrument to Agent, endorsed by such Grantor to Agent in a manner satisfactory in form and substance to Agent. Regardless of the form of presentment, demand, notice of protest with respect
thereto, Grantors shall remain liable thereon until such instrument is paid in full.



(d) Grantors shall notify Agent promptly of all disputes and claims in excess of $750,000 with any Account Debtor, and agree to settle, contest, or adjust such dispute or claim at no expense to Agent or any Lender. No
discount, credit or allowance shall be granted to any such Account Debtor without Agents prior written consent, except for discounts, credits and allowances made or given in the ordinary course of Grantors business when no Event of
Default exists hereunder. Grantors shall send Agent a copy of each credit memorandum in excess of $500,000 promptly after issuance, and Grantors shall promptly report that credit on Borrowing Base Certificates submitted by them. Agent may at all
times when an Event of Default exists, settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which Agent or the Required Lenders, as applicable, shall consider advisable and, in all cases, Agent will credit
the Loan Account with the net amounts received by Agent in payment of any Accounts.



(e) If an Account Debtor returns any Inventory to a Grantor when no Event of Default exists, then such Grantor shall promptly determine the reason for such return and shall, to the extent appropriate, issue a credit
memorandum to the Account Debtor in the appropriate amount. Grantors shall immediately report to Agent any return involving an amount in excess of $750,000. Each such report shall indicate the reasons for the returns and the locations and condition
of the returned Inventory. In the event any Account Debtor returns Inventory to a Grantor when an Event of Default exists, such Grantor, upon the request of Agent, shall: (i) hold the returned Inventory in trust for Agent; (ii) segregate all
returned Inventory from all of its other property; (iii) dispose of the returned Inventory solely according to Agents written instructions; and (iv) not issue any credits or allowances with respect thereto without Agents prior written
consent. All returned Inventory shall be subject to Agents Liens thereon. Whenever any Inventory is returned, the related Account shall be deemed ineligible to the extent of the amount owing by the Account Debtor with respect to such returned
Inventory and such returned Inventory shall not be Eligible Inventory.



10. COLLECTION OF ACCOUNTS; PAYMENTS.



(a) Until Agent notifies the Borrowers Agent to the contrary, Grantors shall make collection of all Accounts and other Collateral for Agent, shall receive all payments as Agents trustee, and shall immediately deliver all
payments in their original form duly endorsed in blank into a Payment Account established for the account of Grantors at a Clearing Bank acceptable to Agent, subject to a Blocked Account Agreement; provided, that, prior to the Dominion Date,
Grantors shall have access to and full use of all such collections deposited into a Payment Account. On or prior to the date hereof, Grantors shall establish a lock-box service for collections of Accounts at a Clearing Bank acceptable to Agent and
subject to a Blocked Account Agreement and other documentation acceptable to Agent. Grantors shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, any
Grantor receives any proceeds of Accounts, it shall



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receive such payments as Agents trustee, and shall immediately deposit such payments into a Payment Account; provided, that, prior to the Dominion
Date, Grantors shall have access to and full use of all such amounts deposited into a Payment Account. On and after the Dominion Date, all collections received in any lock-box or Payment Account or directly by any Grantor or Agent, and all funds in
any Payment Account or other account to which such collections are deposited, shall be subject to Agents sole control and withdrawals by Grantors shall not be permitted.



(b) Agent or Agents designee may, at any time after the occurrence and during the continuance of an Event of Default,
notify Account Debtors that the Accounts have been assigned to Agent and of Agents security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an
Event of Default has occurred and is continuing, Grantors, at Agents request, shall execute and deliver to Agent such documents as Agent shall require to grant Agent access to any post office box in which collections of Accounts are received.



(c) If sales of Inventory are made or services are rendered
for cash, Grantors shall immediately deposit into a Payment Account the cash which any Grantor receives; provided, that, prior to the Dominion Date, Grantors shall have access to and full use of all such amounts deposited into a Payment Account.



(d) All payments received by Agent will be Agents sole
property for its benefit and the benefit of Lenders and will be credited to the Loan Account (conditional upon final collection) after allowing two (2) Business Days for collection (except for wire transfers of immediately available funds, which
will be credited upon receipt); provided, however, that such payments shall be deemed to be credited to the Loan Account immediately upon receipt for purposes of (i) determining Availability, (ii) calculating the Unused Line Fee
pursuant to Section 2.5 of the Credit Agreement, and (iii) calculating the amount of interest accrued thereon solely for purposes of determining the amount of interest to be distributed by Agent to Lenders (but not the amount of interest payable by
Grantors).



(e) In the event Grantors repay all of the
Obligations upon the termination of the Credit Agreement or upon acceleration of the Obligations, other than through Agents receipt of payments on account of the Accounts or proceeds of the other Collateral, such payment will be credited
(conditioned upon final collection) to Grantors Loan Account two (2) Business Days after Agents receipt of immediately available funds.



11. INVENTORY.



(a) Each Grantor represents and warrants to Agent and Lenders and agrees with Agent and Lenders that all of the Inventory owned by such Grantor is and
will be held for sale or lease, or to be furnished in connection with the rendition of services, in the ordinary course of such Grantors business, and is and will be fit for such purposes. Each Grantor will keep its Inventory in good and
marketable condition, except for damaged or defective goods arising in the ordinary course of such Grantors business. Each Grantor agrees that all Inventory produced by such Grantor in the United States of America will be produced in
accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Grantors will conduct a physical count of the Inventory at least once per Fiscal Year,



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and after and during the continuation of an Event of Default, at such other times as Agent requests.



(b) In connection with all Inventory financed by Letters of Credit, Grantors
will, at Agents request, instruct all suppliers, carriers, forwarders, customs brokers, warehouses or others receiving or holding cash, checks, Inventory, Documents or Instruments in which Agent holds a security interest to deliver them to
Agent and/or subject to Agents order, and if they shall come into a Grantors possession, to deliver them, upon request, to Agent in their original form. Grantors shall also, at Agents request, designate Agent as the consignee on
all bills of lading and other negotiable and non-negotiable documents.



12. EQUIPMENT.



(a) Each Grantor
represents and warrants to Agent and Lenders and agrees with Agent and Lenders that all of the Equipment owned by such Grantor material to the conduct of its business is and will be used or held for use in such Grantors business, and is and
will be fit for such purposes. Each Grantor shall keep and maintain its Equipment material to the conduct of its business in good operating condition and repair (ordinary wear and tear excepted) and shall make all necessary replacements thereof.



(b) No Grantor shall permit any Equipment to become subject to
any Lien other than Permitted Liens.



13. ASSIGNED
CONTRACTS. Each Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment;
provided, however, that, during the existence of an Event of Default, no Grantor shall take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of a material Assigned Contract
or have a materially adverse effect upon the full enforcement of all indemnification rights under its Assigned Contracts. Grantors shall notify Agent and Lenders in writing, promptly after any Grantor becomes aware thereof, of any event or fact
which could give rise to a material claim by a Grantor for indemnification under any of its Assigned Contracts, and shall pursue such right as it deems appropriate in its business judgment and report to Agent on all further developments with respect
thereto. After the Dominion Date, Grantors shall deposit into the Payment Account or remit directly to Agent for application to the Obligations, all amounts received by any Grantor as indemnification or otherwise pursuant to its Assigned Contracts.
If any Grantor shall fail after Agents demand to pursue diligently any right under its Assigned Contracts, or if an Event of Default then exists and is continuing, Agent may, and at the direction of the Required Lenders shall, directly enforce
such right in its own or such Grantors name and may enter into such settlements or other agreements with respect thereto as Agent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by Agent for
the benefit of Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, Grantors shall indemnify and hold Agent and Lenders harmless from and against all expense, loss or damage suffered by reason of any
defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any
time owing from any Grantor to or in favor of such



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obligor or its successors. All such obligations of Grantors shall be and remain enforceable only against Grantors and shall not be enforceable against Agent
or Lenders. Notwithstanding any provision hereof to the contrary, Grantors shall at all times remain liable to observe and perform all of their duties and obligations under their Assigned Contracts, and Agents or any Lenders exercise of
any of their respective rights with respect to the Collateral shall not release any Grantor from any of such duties and obligations. Neither Agent nor any Lender shall be obligated to perform or fulfill any of Grantors duties or obligations
under their Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or
file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.



14. DOCUMENTS, INSTRUMENTS, AND CHATTEL PAPER. Each Grantor represents and warrants to Agent and Lenders that (a) all
Documents, Instruments, and Chattel Paper describing, evidencing, or constituting Collateral, and all signatures and endorsements thereon, are and will be complete, valid, and genuine, and (b) all goods evidenced by such Documents, Instruments,
Letter-of-Credit Rights and Chattel Paper are and will be owned by such Grantor, free and clear of all Liens other than Permitted Liens. If any Grantor retains possession of any Chattel Paper or Instruments with Agents consent, such Chattel
Paper and Instruments shall be marked with the following legend: This writing and the obligations evidenced or served hereby are subject to the security interest of Bank of America, N.A., as Agent, for the benefit of Agent and certain
Lenders.



15. RIGHT TO CURE.
Agent may, in its discretion, and shall, at the direction of the Required Lenders, pay any amount or do any act required of any Grantor hereunder or under any other Loan Document in order to preserve, protect, maintain or enforce the Obligations,
the Collateral or Agents Liens therein, and which any Grantor fails to pay or do after written request from Agent, including payment of any judgment against any Grantor, any insurance premium, any warehouse charge, any finishing or processing
charge, any landlords or bailees claim, and any other Lien upon or with respect to the Collateral. All payments that Agent makes under this Section 15 and all out-of-pocket costs and expenses that Agent pays or incurs in
connection with any action taken by it hereunder shall be charged to the Loan Account as a Revolving Loan. Any payment made or other action taken by Agent under this Section 15 shall be without prejudice to any right to assert an Event of
Default hereunder and to proceed thereafter as herein provided.



16. POWER OF ATTORNEY. Each Grantor hereby appoints Agent and Agents designee as such Grantors attorney, with power: (a) so long as any Event of Default has occurred and is continuing, to endorse such
Grantors name on any checks, notes, acceptances, money orders, or other forms of payment or security that come into Agents or any Lenders possession; (b) so long as any Event of Default has occurred and is continuing, to sign such
Grantors name on any invoice, bill of lading, warehouse receipt or other negotiable or non-negotiable Document constituting Collateral, on drafts against customers, on assignments of Accounts, on notices of assignment, financing statements and
other public records and to file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing procedure; (c) so long as any Event of Default has occurred



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and is continuing, to notify the post office authorities to change the address for delivery of such Grantors mail to an address designated by Agent and
to receive, open and dispose of all mail addressed to such Grantor; (d) to send requests for verification of Accounts to customers or Account Debtors; (e) so long as any Event of Default has occurred and is continuing, to complete in such
Grantors name or Agents name, any order, sale or transaction, obtain the necessary Documents in connection therewith, and collect the proceeds thereof; (f) so long as any Event of Default has occurred and is continuing, to clear
Inventory through customs in such Grantors name, Agents name or the name of Agents designee, and to sign and deliver to customs officials powers of attorney in such Grantors name for such purpose; (g) to the extent that such
Grantors authorization given in Section 3(g) of this Security Agreement is not sufficient, to file such financing statements with respect to this Security Agreement, with or without such Grantors signature, or to file a photocopy
of this Security Agreement in substitution for a financing statement, as Agent may deem appropriate, and to execute in such Grantors name such financing statements and amendments thereto and continuation statements which may require such
Grantors signature; and (h) so long as any Event of Default has occurred and is continuing, to do all things necessary to carry out the Credit Agreement and this Security Agreement. Each Grantor ratifies and approves all acts of such attorney.
None of Lenders or Agent nor their attorneys will be liable for any acts or omissions or for any error of judgment or mistake of fact or law except for their willful misconduct. This power, being coupled with an interest, is irrevocable until the
Credit Agreement has been terminated and the Obligations have been fully satisfied.



17. AGENTS AND LENDERS RIGHTS, DUTIES AND LIABILITIES.



(a) Grantors assume all responsibility and liability arising from or relating to the use, sale, license or other disposition of the Collateral. The
Obligations shall not be affected by any failure of Agent or any Lender to take any steps to perfect Agents Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release any Grantor from any of the
Obligations. Following the occurrence and during the continuation of an Event of Default, Agent may (but shall not be required to), and at the direction of the Required Lenders shall, without notice to or consent from any Grantor, sue upon or
otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take
any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or
otherwise affecting the liability of any Grantor for the Obligations or under the Credit Agreement or any other agreement now or hereafter existing between Agent and/or any Lender and any Grantor.



(b) It is expressly agreed by each Grantor that, anything herein to the
contrary notwithstanding, such Grantor shall remain liable under each of its contracts and each of its licenses to observe and perform all the conditions and obligations to be observed and performed by it thereunder. Neither Agent nor any Lender
shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or
license pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of any Grantor under or



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pursuant to any contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the
sufficiency of any performance by any party under any contract or license, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it
may be entitled at any time or times.



(c) Agent may at any
time after an Event of Default shall have occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to
the following), without prior notice to any Grantor, notify Account Debtors, and other Persons obligated on the Collateral, that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of
Lenders. Upon the request of Agent, Grantors shall so notify Account Debtors, and other Persons obligated on Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, Grantors shall not give
any contrary instructions to such Account Debtor or other Person without Agents prior written consent.



(d) Agent may at any time in Agents own name or in the name of any Grantor communicate with Account Debtors, parties to contracts and agreements to
which any Grantor is a party, and obligors in respect of Instruments to verify with such Persons, to Agents satisfaction, the existence, amount and terms of Accounts, contracts and agreements, payment intangibles, Instruments or Chattel Paper.
If an Event of Default shall have occurred and be continuing, Grantors, at their own expense, shall cause the independent certified public accountants then engaged by Grantors to prepare and deliver to Agent and each Lender at any time and from time
to time promptly upon Agents request the following reports with respect to Grantors: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts as Agent may request.
Grantors, at their own expense, shall deliver to Agent the results of each physical verification, if any, which Grantors may in their discretion have made, or caused any other Person to have made on their behalf, of all or any portion of their
Inventory.



18. PATENT, TRADEMARK AND COPYRIGHT
COLLATERAL.



(a) Each Grantor represents and warrants
to Agent and Lenders that (i) such Grantor does not have any interest in, or title to, any Patent, Trademark or Copyright as of the date hereof except as set forth in Schedule III hereto, (ii) the Security Agreement is effective to create a
valid and continuing Lien on and, upon filing of the Copyright Security Agreement with the United States Copyright Office and filing of the Patent and Trademark Agreements with the United States Patent and Trademark Office and the filing of
appropriate financing statements, perfected Liens in favor of Agent on such Grantors patents, trademarks and copyrights and such perfected Liens are enforceable as such as against any and all creditors of and purchasers from such Grantor, and
(iii) upon filing of the Copyright Security Agreements with the United States Copyright Office and filing of the Patent and Trademark Agreements with the United States Patent and Trademark Office and the filing of appropriate financing statements,
all actions necessary to protect and perfect Agents Lien on such Grantors patents, trademarks or copyrights shall have been duly taken.



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(b) Each Grantor shall promptly notify Agent if it knows or has reason to know that any application or
registration relating to any material patent, trademark or copyright (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Grantors ownership of any material patent, trademark or copyright, its right to register the same,
or to keep and maintain the same.



(c) In no event shall any
Grantor, either directly or through any agent, employee, licensee or designee, file an application for the registration of any patent, trademark or copyright with the United States Patent and Trademark Office, the United States Copyright Office or
any similar office or agency without giving Agent prior written notice thereof, and, upon request of Agent, Grantor shall execute and deliver any and all patent security agreements, copyright security agreements or trademark security agreements as
Agent may request to evidence Agents Lien on such patent, trademark or copyright, and the General Intangibles of each Grantor relating thereto or represented thereby.



(d) Subject to Grantors commercially reasonable business judgment, Grantors shall take all actions necessary or requested by
Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the patents, trademarks and copyrights (now or hereafter existing), including the filing of applications for renewal,
affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings.



(e) In the event that any of the material patent, trademark or copyright Collateral is infringed upon, or misappropriated or diluted by a third party,
Grantors shall notify Agent promptly after any Grantor learns thereof. Grantors shall, unless Grantors shall reasonably determine that such patent, trademark or copyright Collateral is in no way material to the conduct of their business or
operations, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem appropriate under the circumstances
to protect such patent, trademark or copyright Collateral.



19. INDEMNIFICATION. In any suit, proceeding or action brought by Agent or any Lender relating to any Collateral for any sum owing with respect thereto or to enforce any rights or claims with respect thereto, Grantors will
save, indemnify and keep Agent and Lenders harmless from and against all expense (including reasonable attorneys fees and expenses), loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability
whatsoever of the Account Debtor or other Person obligated on the Collateral, arising out of a breach by any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of,
such obligor or its successors from any Grantor, except in the case of Agent or any Lender, to the extent such expense, loss, or damage is attributable solely to the gross negligence or willful misconduct of Agent or such Lender. All such
obligations of Grantors shall be and remain enforceable against and only against Grantors and shall not be enforceable against Agent or any Lender.



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20. LIMITATION ON LIENS ON COLLATERAL. No Grantor will create, permit or suffer to exist,
and will defend the Collateral against, and take such other action as is necessary to remove, any Lien on the Collateral except Permitted Liens, and will defend the right, title and interest of Agent and Lenders in and to any of such Grantors
rights under the Collateral against the claims and demands of all Persons whomsoever.



21. NOTICE REGARDING COLLATERAL. Grantors will advise Agent promptly, in reasonable detail, (i) of any Lien (other than Permitted Liens) or claim made or asserted against any of the Collateral, and (ii)
of the occurrence of any other event which would have a Material Adverse Effect.



22. REMEDIES; RIGHTS UPON DEFAULT.



(a) In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating
to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees
that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each
of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of each Grantor where any Collateral is located through self-help,
without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and opportunity for a hearing on Agents claim or action and may collect, receive, assemble, process, appropriate and realize
upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more
parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Agent or any Lender shall have the right upon any such public
sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of
redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on each Grantors premises or elsewhere and shall have the right to
use each Grantors premises without charge for such time or times as Agent deems necessary or advisable.



(b) Each Grantor further agrees, at Agents request, to assemble the Collateral and make it available to Agent at a place or places designated by
Agent which are reasonably convenient to Agent and such Grantor, whether at such Grantors premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to hold or use
Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or
preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the



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possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of
Agents remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation,
realization or sale to the Obligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by Agent of any other amount required by any provision of law, need Agent account for the surplus, if
any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent or any Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely
out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by Agent of the time and place of any public sale or of the
time after which a private sale may take place is reasonable notification of such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations,
including any attorneys fees or other expenses incurred by Agent or any Lender to collect such deficiency.



(c) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent
permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.



(d) To the extent that applicable law imposes duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and
agrees that it is not commercially unreasonable for Agent (a) to fail to incur expenses reasonably deemed significant by Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or
other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection
or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (d) to exercise
collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of
general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (g) to hire
one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types
included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, such as title,
possession or quiet enjoyment, (k) to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of Collateral or to provide to Agent a guaranteed return from the collection or disposition of
Collateral, or (l) to the extent deemed appropriate by Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any of the Collateral. Each Grantor
acknowledges that the purpose of this Section 22(d) is to provide non-exhaustive indications of what actions or omissions by Agent



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would not be commercially unreasonable in Agents exercise of remedies against the Collateral and that other actions or omissions by Agent shall not be
deemed commercially unreasonable solely on account of not being indicated in this Section 22(d). Without limitation upon the foregoing, nothing contained in this Section 22(d) shall be construed to grant any rights to any Grantor or to
impose any duties on Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 22(d).



(e) EACH GRANTOR HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES ALL RIGHTS WHICH IT HAS UNDER CHAPTER 14 OF TITLE 44
OF THE OFFICIAL CODE OF GEORGIA OR UNDER ANY SIMILAR PROVISION OF APPLICABLE LAW TO NOTICE AND TO A JUDICIAL HEARING PRIOR TO THE ISSUANCE OF A WRIT OF POSSESSION ENTITLING THE AGENT OR ANY LENDER, OR THE SUCCESSORS AND ASSIGNS OF AGENT OR SUCH
LENDER, TO POSSESSION OF THE COLLATERAL UPON AN EVENT OF DEFAULT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND WITHOUT LIMITING ANY OTHER RIGHT WHICH AGENT OR LENDERS MAY HAVE, EACH GRANTOR CONSENTS THAT IF AGENT OR ANY LENDER FILES A
PETITION FOR AN IMMEDIATE WRIT OF POSSESSION IN COMPLIANCE WITH SECTIONS 44-14-261 AND 44-14-262 OF THE OFFICIAL CODE OF GEORGIA OR UNDER ANY SIMILAR PROVISION OF APPLICABLE LAW, AND THIS WAIVER OR A COPY HEREOF IS ALLEGED IN SUCH PETITION AND
ATTACHED THERETO, THE COURT BEFORE WHICH SUCH PETITION IS FILED MAY DISPENSE WITH ALL RIGHTS AND PROCEDURES HEREIN WAIVED AND MAY ISSUE FORTHWITH AN IMMEDIATE WRIT OF POSSESSION IN ACCORDANCE WITH CHAPTER 14 OF TITLE 44 OF THE OFFICIAL CODE OF
GEORGIA OR IN ACCORDANCE WITH ANY SIMILAR PROVISION OF APPLICABLE LAW, WITHOUT THE NECESSITY OF AN ACCOMPANYING BOND AS OTHERWISE REQUIRED BY SECTION 44-14-263 OF THE OFFICIAL CODE OF GEORGIA OR BY ANY SIMILAR PROVISION UNDER APPLICABLE LAW.



23. GRANT OF LICENSE TO USE PROPRIETARY RIGHTS.
For the purpose of enabling Agent to exercise rights and remedies under Section 22 hereof (including, without limiting the terms of Section 22 hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale,
market for sale, sell or otherwise dispose of Collateral) at such time as Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to Agent, for the benefit of Agent and Lenders, an irrevocable, nonexclusive
license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Proprietary Rights now owned or hereafter acquired by any Grantor, and wherever the same may be located, and including in such
license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.



24. LIMITATION ON AGENTS AND LENDERS DUTY IN RESPECT OF COLLATERAL. Agent and each Lender shall
use reasonable care with respect to the Collateral in its possession or under its control. Neither Agent nor any Lender shall have any other duty as to any Collateral in its possession or control or in the possession or control of any



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agent or nominee of Agent or such Lender, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining
thereto.



25. MISCELLANEOUS.



(a) Reinstatement. This Security Agreement shall remain in
full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or
should a receiver or trustee be appointed for all or any significant part of any Grantors assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part
thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a voidable preference, fraudulent conveyance, or otherwise, all
as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.



(b)
Notices. Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any
other party, or whenever any of the parties desires to give and serve upon any other party any communication with respect to this Security Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be
in writing and shall be given in the manner, and deemed received, as provided for in the Credit Agreement.



(c) Severability. Whenever possible, each provision of this Security Agreement shall be interpreted in a manner as to be effective and valid
under applicable law, but if any provision of this Security Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this Security Agreement. This Security Agreement is to be read, construed and applied together with the Credit Agreement and the other Loan Documents which, taken together, set forth the complete
understanding and agreement of Agent, Lenders and Grantors with respect to the matters referred to herein and therein.



(d) No Waiver; Cumulative Remedies. Neither Agent nor any Lender shall by any act, delay, omission or otherwise be deemed to have waived any
of its rights or remedies hereunder, and no waiver shall be valid unless in writing, signed by Agent and then only to the extent therein set forth. A waiver by Agent of any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy which Agent would otherwise have had on any future occasion. No failure to exercise nor any delay in exercising on the part of Agent or any Lender, any right, power or privilege hereunder, shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or future exercise thereof or the exercise of any other right, power or privilege. The rights and remedies hereunder provided are
cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law. None of the terms or



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provisions of this Security Agreement may be waived, altered, modified or amended except by an instrument in writing, duly executed by Agent and Grantors (or
the Borrowers Agent on Grantors behalf).



(e)
Limitation by Law. All rights, remedies and powers provided in this Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this
Security Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Security Agreement invalid, unenforceable, in whole or
in part, or not entitled to be recorded, registered or filed under the provisions of any applicable law.



(f) Termination of this Security Agreement. Subject to Section 25(a) hereof, this Security Agreement shall terminate upon the
satisfactory collateralization of all Letters of Credit, the payment in full of all other Obligations (other than indemnification Obligations as to which no claim has been asserted), and the termination of all Commitments .



(g) Successors and Assigns. This Security Agreement and all
obligations of Grantors hereunder shall be binding upon the successors and assigns of each Grantor (including any debtor-in-possession on behalf of any Grantor) and shall, together with the rights and remedies of Agent, for the benefit of Agent and
Lenders, hereunder, inure to the benefit of Agent and Lenders, all future holders of any instrument evidencing any of the Obligations and their respective successors and assigns. No sales of participations, other sales, assignments, transfers or
other dispositions of any agreement governing or instrument evidencing the Obligations or any portion thereof or interest therein shall in any manner affect the Lien granted to Agent, for the benefit of Agent and Lenders, hereunder. No Grantor may
assign, sell, hypothecate or otherwise transfer any interest in or obligation under this Security Agreement.



(h) Counterparts. This Security Agreement may be authenticated in any number of separate counterparts, each of which shall collectively and
separately constitute one and the same agreement. This Security Agreement may be authenticated by manual signature, facsimile or, if approved in writing by Agent, electronic means, all of which shall be equally valid.



(i) Governing Law. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS SECURITY AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH GRANTOR HEREBY CONSENTS AND AGREES THAT THE COURTS OF THE STATE OF GEORGIA OR THE UNITED
STATES OF AMERICA LOCATED IN THE NORTHERN DISTRICT OF GEORGIA, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN GRANTORS, AGENT AND LENDERS PERTAINING TO THIS SECURITY AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS OR TO ANY MATTER ARISING OUT OF



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OR RELATING TO THIS SECURITY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, PROVIDED, THAT AGENT, LENDERS AND GRANTORS ACKNOWLEDGE THAT ANY APPEALS
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF SUCH JURISDICTIONS, AND, PROVIDED, FURTHER, NOTHING IN THIS SECURITY AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL
ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT. EACH GRANTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN
ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH GRANTOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING
OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH GRANTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS
AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE BORROWERS AGENT AT THE ADDRESS SET FORTH IN SECTION 14.8 OF THE CREDIT AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF
ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.



(j) Waiver of Jury Trial. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY
RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT DISPUTES ARISING HEREUNDER OR RELATING HERETO BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG AGENT, LENDERS, AND GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED IN CONNECTION WITH, THIS SECURITY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR
THE TRANSACTIONS RELATED HERETO OR THERETO.



(k) Section
Titles. The Section titles contained in this Security Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.



(l) No Strict Construction. The parties hereto have
participated jointly in the negotiation and drafting of this Security Agreement. In the event an ambiguity or question of intent or interpretation arises, this Security Agreement shall be construed as if drafted jointly



21



---

by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of
this Security Agreement.



(m) Advice of Counsel.
Each of the parties represents to each other party hereto that it has discussed this Security Agreement and, specifically, the provisions of Sections 22(e), 25(i) and Section 25(j), with its counsel.



(n) Benefit of Lenders. All Liens granted or contemplated
hereby shall be for the benefit of Agent and Lenders, and all proceeds or payments realized from Collateral in accordance herewith shall be applied to the Obligations in accordance with the terms of the Credit Agreement.



(o) Joint and Several Obligations. Grantors shall be jointly
and severally responsible for the performance of all obligations of any or all Grantors hereunder.



[Signature Pages Begin On Next Page]



22



---

IN WITNESS WHEREOF, each of the parties hereto has caused this Security Agreement to be executed and
delivered by its duly authorized officer as of the date first set forth above.



GRANTORS:  CARAUSTAR INDUSTRIES, INC. CARAUSTAR CUSTOM PACKAGING GROUP, INC. CARAUSTAR RECOVERED FIBER GROUP,
INC. CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS GROUP, INC. CARAUSTAR MILL GROUP, INC. SPRAGUE PAPERBOARD, INC. PBL INC. GYPSUM MGC, INC. MCQUEENEY GYPSUM COMPANY FEDERAL TRANSPORT, INC. CAMDEN PAPERBOARD CORPORATION HALIFAX PAPER BOARD COMPANY, INC. CARAUSTAR CUSTOM PACKAGING GROUP (MARYLAND), INC. CHICAGO PAPERBOARD CORPORATIONBy:

/S/    RONALD J.
DOMANICORonald J. Domanico Vice President of each of the foregoing entitiesCARAUSTAR, G.P.By:

CARAUSTAR INDUSTRIES, INC., general partnerBy:

/S/    RONALD J.
DOMANICORonald J. Domanico, Vice PresidentBy:

CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS GROUP, INC., general partnerBy:

/S/    RONALD J.
DOMANICORonald J. Domanico, Vice President




---

MCQUEENY GYPSUM COMPANY, LLCBy:

MCQUEENEY GYPSUM COMPANY, sole memberBy:

/S/    RONALD J.
DOMANICORonald J. Domanico, Vice PresidentPARADIGM CHEMICAL & CONSULTING, LLC RECCMG, LLCBy:

CARAUSTAR MILL GROUP, INC., sole member of each of the foregoingBy:

/S/    RONALD J.
DOMANICORonald J. Domanico, Vice PresidentCICPG, LLCBy:

CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS GROUP, INC., sole memberBy:

/S/    RONALD J.
DOMANICORonald J. Domanico, Vice PresidentAUSTELL HOLDING COMPANY, LLCBy:

CARAUSTAR INDUSTRIES, INC., sole memberBy:

/S/    RONALD J.
DOMANICORonald J. Domanico, Vice PresidentBANK OF AMERICA, N.A., as the AgentBy:

/S/    WALTER T.
SHELLMANWalter T. Shellman, Vice President




---

SCHEDULE I

to

SECURITY AGREEMENT



LOCATION OF COLLATERAL



|A. |  | Location of Chief Executive Office
|-- |  | ----------------------------------



See Schedule II.



|B. |  | Location of Books and Records
|-- |  | -----------------------------



3100 Joe Jerkins Boulevard Austell, GA 30106 and each location listed on the list of Inventory locations below.



|C. |  | Location of Collateral
|-- |  | ----------------------



Inventory Locations



|Caraustar Legal Entity     |  | Address                                              |  | County          
|-------------------------- |  | ---------------------------------------------------- |  | ----------------
|OWNED LOCATIONS            |  |                                                      |  |                 
|                           |  |                                                     
|Caraustar Mill Group, Inc. |  | 3300 Joe Jerkins Blvd. Austell, GA
30106             |  | Cobb            
|                           |  |                                                     
|Caraustar Mill Group, Inc. |  | 3400 Joe Jerkins Blvd. Austell, GA
30106             |  | Cobb            
|                           |  |                                                     
|Caraustar Mill Group, Inc. |  | 3500 Joe Jerkins Blvd. Austell, GA
30106             |  | Cobb            
|                           |  |                                                     
|Caraustar Mill Group, Inc. |  | 2100 Rossville Ave. Chattanooga, TN
37408            |  | Hamilton        
|                           |  |                                                     
|Caraustar Mill Group, Inc. |  | 5500 Wooster Road Cincinnati, OH
45226               |  | Hamilton        
|                           |  |                                                     
|Caraustar Mill Group, Inc. |  | 873 Alexander Drive Taylors, SC
29687                |  | Greenville      
|                           |  |                                                     
|Caraustar Mill Group, Inc. |  | 3110 Papermill Rd., Rt. #5 Sinking Springs,
PA 19608 |  | Berks           
|                           |  |                                                     
|Caraustar Mill Group, Inc. |  | 443 S Gardner Ave. Charlotte, NC
28208               |  | Mecklenburg     
|                           |  |                                                     
|Caraustar Mill Group, Inc. |  | 111 Hull Street Richmond, VA
23224                   |  | City of Richmond
|                           |  |                                                     
|Caraustar Mill Group, Inc. |  | 100 Industrial Avenue Rittman, OH
44270              |  | Wayne           
|                           |  |                                                     
|Caraustar Mill Group, Inc. |  | 117 Siegel St. Tama, IA
52339                        |  | Tama            
|                           |  |                                                     
|Caraustar Mill Group, Inc. |  | 40 Chestnut Street Lafayette, IN
47905               |  | Tippecanoe      
|                           |  |                                                     
|Caraustar Mill Group, Inc. |  | 101 Pine Street Cedartown, GA
30125                  |  | Polk            



---

|Caraustar Legal Entity                            |  | Address                                         |  | County     
|------------------------------------------------- |  | ----------------------------------------------- |  | -----------
|                                                  |  |                                                
|Caraustar Mill Group, Inc.                        |  | 600 Wissahickon Ave. Cedartown, GA
30125        |  | Polk       
|                                                  |  |                                                
|Caraustar Mill Group, Inc.                        |  | 817 East 27th Street Tacoma, WA
98421           |  | Pierce     
|                                                  |  |                                                
|Sprague Paperboard, Inc.                          |  | 117 Siegel St. Tama, IA
52339                   |  | Tama       
|                                                  |  |                                                
|Sprague Paperboard, Inc.                          |  | 130 Inland Rd. Sprague, CT
06383                |  | New London 
|                                                  |  |                                                
|Caraustar Custom Packaging Group, Inc.            |  | 4139 US Highway 311 Randleman, NC
27317         |  | Randolph   
|                                                  |  |                                                
|Caraustar Custom Packaging Group, Inc.            |  | 528 S. Turner Ave. Charlotte, NC
28208-4259     |  | Mecklenburg
|                                                  |  |                                                
|Caraustar Custom Packaging Group, Inc.            |  | 322 W Fonville St. Burlington, NC
27217         |  | Alamance   
|                                                  |  |                                                
|Caraustar Custom Packaging Group, Inc.            |  | 167 Luyben Hills Rd. Kingston Springs, TN
37082 |  | Cheatem    
|                                                  |  |                                                
|Caraustar Custom Packaging Group, Inc.            |  | 600 Union Street Ashland, OH
44805              |  | Ashland    
|                                                  |  |                                                
|Caraustar Custom Packaging Group, Inc.            |  | 216 Twelfth St. N.E. Strasburg, OH
44680        |  | Tuscarwas  
|                                                  |  |                                                
|Caraustar Custom Packaging Group, Inc.            |  | 1375 Isaac Beal Rd. Bucyrus, OH
44820           |  | Crawford   
|                                                  |  |                                                
|Caraustar Custom Packaging Group, Inc.            |  | 1850 Lemon St. York, PA
17404                   |  | York       
|                                                  |  |                                                
|Caraustar Custom Packaging Group, Inc.            |  | 126 Inland Road Versailles, CT
06383            |  | New London 
|                                                  |  |                                                
|Caraustar Custom Packaging Group, Inc.            |  | 4226 Church Street Thorndike, MA
01079          |  | Hamden     
|                                                  |  |                                                
|Caraustar Custom Packaging Group, Inc.            |  | 1957 Beverly Ave. Wyoming, MI
49509             |  | Kent       
|                                                  |  |                                                
|Caraustar Custom Packaging Group, Inc.            |  | 10750 Baur Blvd. St. Louis, MO
63132            |  | St. Louis  
|                                                  |  |                                                
|Caraustar Custom Packaging Group, Inc.            |  | 7777 St. Clair Ave. Mentor, OH
44060            |  | Lake       
|                                                  |  |                                                
|Caraustar Custom Packaging Group, Inc.            |  | 1377 South Jason St. Denver, CO
80223           |  | Denver     
|                                                  |  |                                                
|Caraustar Custom Packaging Group (Maryland), Inc. |  | 11000 Gilroy Road Hunt Valley, MD
21031         |  | Baltimore  
|                                                  |  |                                                
|Caraustar Recovered Fiber Group, Inc.             |  | 4069 Winters Chapel Rd. Doraville, GA
30360     |  | DeKalb     
|                                                  |  |                                                
|Caraustar Recovered Fiber Group, Inc.             |  | 2426 Chamberlain Ave. Charlotte, NC
28208       |  | Mecklenburg
|                                                  |  |                                                
|Caraustar Recovered Fiber Group, Inc.             |  | 756 Lindsey Drive Columbus, GA
31906            |  | Muscogee   
|                                                  |  |                                                
|Caraustar Recovered Fiber Group, Inc.             |  | 3400 Vega Avenue Cleveland, OH
44113            |  | Cuyahoga   



---

|Caraustar Legal Entity                               |  | Address                                                     |  | County          
|---------------------------------------------------- |  | ----------------------------------------------------------- |  | ----------------
|                                                     |  |                                                            
|Caraustar Recovered Fiber Group, Inc.                |  | Highway 17, US 321 Hardeeville, SC
29927                    |  | Jasper          
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 410 Washington Street Cantonment, FL
32533                  |  | Escambia        
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 4201 Waco Street Texarkana, TX
77501                        |  | Bowie           
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 932 John Hare Silsbee, TX
77656                             |  | Hardin          
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1151 S. Shiloh St. Linden, AL
36748                         |  | Marengo         
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | Barge Port Ind. Ark, Comfort Rd. Palatka, FL
32177          |  | Putnam          
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1800 S. Peyco Dr. Arlington, TX
76001                       |  | Tarrant         
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | Highway 370 Cedar Springs, GA
31723                         |  | Early           
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 612 Grantham Ave. West Monroe, LA
23181                     |  | Ouachita Parish 
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1379 McDow Drive Rock Hill, SC
29732                        |  | York            
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 875 Alexander Dr. Taylors, SC
29687                         |  | Greenville      
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 3082 Pacific Avenue Austell, GA
30106                       |  | Cobb            
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 121 Callahan Rd. S.E. Dalton, GA
30721                      |  | Whitfield       
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1504 Fulton Dr. Corinth, MS
38834                           |  | Alcorn          
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 200 Learner Lane Blairs, VA
24527                           |  | Pittsylvania    
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1601 Carrsville Hwy. Franklin, VA
23851                     |  | Isle of Wight   
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1045 Industrial Park Dr. Kernersville, NC
27284             |  | Forsyth         
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 460 Knox Court Minerva, OH
44657                            |  | Carroll         
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1301 Wheeler St. Saginaw, MI
48602-1198                     |  | Kent            
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1705 Highway 12 DeQuincy Industrial
Park DeQuincy, LA 70633 |  | Calcasieu Parish
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 199 Industrial Park Road Mountain Home, NC
28758            |  | Henderson       
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 100 Forrest Lane Beardstown, IL
62618                       |  | Cass            
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 403 Texas Street Crossett, AR
71635                         |  | Ashley          
|                                                     |  |                                                            
|Caraustar Industrial & Consumer Products Group, Inc. |  | 702 E. Main St., State Rt. 36 St. Paris, OH
43072           |  | Miami           



---

|Caraustar Legal Entity                               |  | Address                                                           |  | County          
|---------------------------------------------------- |  | ----------------------------------------------------------------- |  | ----------------
|                                                     |  |                                                                  
|Caraustar Industrial & Consumer Products Group, Inc. |  | 425 Collins Blvd. Orrville, OH
44667                              |  | Wayne           
|                                                     |  |                                                                  
|Caraustar Industrial & Consumer Products Group, Inc. |  | South Hwy 25, Lexington Rd. Georgetown, KY
40324                  |  | Scott           
|                                                     |  |                                                                  
|Caraustar Industrial & Consumer Products Group, Ltd. |  | 86 Bison Place Moss Side Leyland
Lancashire United Kingdom PR53QR |  |                 
|                                                     |  |                                                                  
|LEASED LOCATIONS                                     |  |                                                                   |  |                 
|                                                     |  |                                                                  
|Caraustar Mill Group, Inc.                           |  | 1091 Arnold Road Reading, PA
19605                                |  | Berks           
|                                                     |  |                                                                  
|Caraustar Mill Group, Inc.                           |  | 2200 Decatur Street Richmond, VA
23224                            |  | City of Richmond
|                                                     |  |                                                                  
|Caraustar Mill Group, Inc.                           |  | 302 Rolling Hills Rd. Mooresville, NC
28115                       |  | Iredell         
|                                                     |  |                                                                  
|Caraustar Mill Group, Inc.                           |  | 158 Rolling Hills Rd. Mooresville, NC
28115                       |  | Iredell         
|                                                     |  |                                                                  
|Caraustar Mill Group, Inc.                           |  | 1401 West Ellerman Ave. Litchfield, IL
62056                      |  | Montgomery      
|                                                     |  |                                                                  
|Caraustar Mill Group, Inc.                           |  | 869 St. Hwy 12 Frenchtown, NJ
08825                               |  | Hunterdon       
|                                                     |  |                                                                  
|Caraustar Mill Group, Inc.                           |  | 10157 Industrial Dr. Covington, GA
30014                          |  | Newton          
|                                                     |  |                                                                  
|Caraustar Custom Packaging Group, Inc.               |  | 818 Virginia Street Ashland, OH
44805                             |  | Ashland         
|                                                     |  |                                                                  
|Caraustar Custom Packaging Group, Inc.               |  | 217 Twelfth St. N.E. Strasburg, OH
44680                          |  | Tuscarwas       
|                                                     |  |                                                                  
|Caraustar Custom Packaging Group, Inc.               |  | 43 Samworth Road Clifton, NJ
07012                                |  | Passaic         
|                                                     |  |                                                                  
|Caraustar Custom Packaging Group, Inc.               |  | 350 Allwood Road Clifton, NJ
07012                                |  | Passaic         
|                                                     |  |                                                                  
|Caraustar Custom Packaging Group, Inc.               |  | 1601 W King St. York, PA
17404                                    |  | York            
|                                                     |  |                                                                  
|Caraustar Custom Packaging Group, Inc.               |  | 76 Community Ave. Plainfield, CT
06374                            |  | Windham         
|                                                     |  |                                                                  
|Caraustar Custom Packaging Group, Inc.               |  | 2624 Commerce Square Dr. Birmingham, AL
35213                     |  | Jefferson       
|                                                     |  |                                                                  
|Caraustar Custom Packaging Group, Inc.               |  | 2701 Rector Rd. Paragould, AR
72450                               |  | Greene          
|                                                     |  |                                                                  
|Caraustar Custom Packaging Group, Inc.               |  | 7800 Tyler Blvd. Mentor, OH
44060                                 |  | Lake            
|                                                     |  |                                                                  
|Caraustar Custom Packaging Group, Inc.               |  | 2585 South 2570 West Salt Lake City, UT
84119                     |  | Salt Lake       
|                                                     |  |                                                                  
|Caraustar Custom Packaging Group, Inc.               |  | 11 Chapin Rd. Pine Brook, NJ
07058                                |  | Morris          



---

|Caraustar Legal Entity                               |  | Address                                                    |  | County        
|---------------------------------------------------- |  | ---------------------------------------------------------- |  | --------------
|                                                     |  |                                                           
|Caraustar Custom Packaging Group, Inc.               |  | 555 N Tripp Ave. Chicago, IL
60624                         |  | Cook          
|                                                     |  |                                                           
|Caraustar Custom Packaging Group (Maryland), Inc.    |  | 12201 Long Green Pike Glen Arm, MD
21057                   |  | Baltimore     
|                                                     |  |                                                           
|Caraustar Recovered Fiber Group, Inc.                |  | 145 Phelps Rd. Dalton, GA
30720                            |  | Whitfield     
|                                                     |  |                                                           
|Caraustar Recovered Fiber Group, Inc.                |  | 112 S. Lelia Street Texarkana, TX
75501-7451               |  | Bowie         
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 2031 Carolina Place Fort Mill, SC
29708                    |  | York          
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 601 E. 2nd Street Amarillo, TX
79101                       |  | Potter-Randall
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 100 Industrial Drive McGehee, AR
71654                     |  | Desha         
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1820 Olde Homestead Lane Lancaster, PA
17605               |  | Lancaster     
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 2585 South 2570 West Salt Lake City, UT
84119              |  | Salt Lake     
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 22 North 47th Ave., Suite One Phoenix, AZ
85043            |  | Maricopa      
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 310 Industrial Parkway West Point, VA
23181                |  | King William  
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1485 Plaza South Dr. Kernersville, NC
27284                |  | Forsyth       
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 902 E. 11th St. Tacoma, WA
98421                           |  | Pierce        
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | Ampoint Industrial Park 715 Fifth
St. Perrysburg, OH 43551 |  | Wood          
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 780 Keezletown Rd., Suite 108 Wyers Cave, VA
24486         |  | Augusta       
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 901 Wheeler St. Saginaw, MI
48602-1198                     |  | Kent          
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 2055 Refugee Road Columbus, OH
43207                       |  | Franklin      
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1514c West Franklin St. Lufkin, TX
75904                   |  | Angelina      
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 840A Eubanks Dr. Vacaville, CA
95687                       |  | Solano        
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 112 Lakepoint Industrial Rd. Eufaula, AL
36027             |  | Babour        
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 4935 Starr Ave. SE Grand Rapids, MI
49509                  |  | Kent          
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 9096 Railwood, Suite B Houston, TX
77078                   |  | Harris        
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1581 16th Street Circle Mobile, AL
36615-1281              |  | Mobile        



---

|Caraustar Legal Entity                               |  | Address                                           |  | County        
|---------------------------------------------------- |  | ------------------------------------------------- |  | --------------
|                                                     |  |                                                  
|Caraustar Industrial & Consumer Products Group, Inc. |  | 115 Quail Ridge Road Franklin, KY
42134           |  | Simpson       
|                                                     |  |                                                  
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1601 Tionia Road New Smyrna Beach, FL
32168       |  | Volusia       
|                                                     |  |                                                  
|Caraustar Industrial & Consumer Products Group, Inc. |  | 455 Clems Way Stevens Point, WI
54481             |  | Portage       
|                                                     |  |                                                  
|THIRD PARTY WAREHOUSE                                |  |                                                   |  |               
|                                                     |  |                                                  
|Caraustar Mill Group, Inc.                           |  | 1000 Wolfe Avenue Freemont, OH
43420              |  | Hall          
|                                                     |  |                                                  
|Caraustar Mill Group, Inc.                           |  | 7725 South Quincy Willow Brook, IL
60521          |  | Sims          
|                                                     |  |                                                  
|Caraustar Mill Group, Inc.                           |  | 1245 Montgomery Drive Meridian, MS
39305          |  | Page          
|                                                     |  |                                                  
|Caraustar Mill Group, Inc.                           |  | 100 Thomas Street Lawrenceburg, TN
38464          |  | Lawrence      
|                                                     |  |                                                  
|Caraustar Mill Group, Inc.                           |  | 805 Uniek Drive Waunakee, WI
53597                |  | Dane          
|                                                     |  |                                                  
|Caraustar Mill Group, Inc.                           |  | 3601 Sagmore Pkwy. N Lafayette, IN
47905          |  | Tippecanoe    
|                                                     |  |                                                  
|Caraustar Mill Group, Inc.                           |  | 100 Thomas St. Lawrenceburg, TN
38464             |  | Lawrence      
|                                                     |  |                                                  
|Caraustar Mill Group, Inc.                           |  | 2211 Lithonia Ind. Blvd. Lithonia, GA
30058       |  | DeKalb        
|                                                     |  |                                                  
|Sprague Paperboard, Inc.                             |  | 135 S. Lasalle Chicago, IL
60674                  |  | Cook          
|                                                     |  |                                                  
|Sprague Paperboard, Inc.                             |  | 802 N. 23rd St. Wilmington, NC
28405              |  | New Hanover   
|                                                     |  |                                                  
|Sprague Paperboard, Inc.                             |  | 6 Thorndale Circle Darien, CT
06820               |  | Fairfield     
|                                                     |  |                                                  
|Sprague Paperboard, Inc.                             |  | 200 Orleans St. Richmond, VA
23231                |  | Henrico       
|                                                     |  |                                                  
|Sprague Paperboard, Inc.                             |  | 3900 Spring Gardent St. Greensboro, NC
27407      |  | Guilford      
|                                                     |  |                                                  
|Sprague Paperboard, Inc.                             |  | 350 Holt Rd. N. Andover, MA
01845                 |  | Essex         
|                                                     |  |                                                  
|Sprague Paperboard, Inc.                             |  | 82 West Clark St. West Haven, CT
06516            |  | New Haven     
|                                                     |  |                                                  
|Sprague Paperboard, Inc.                             |  | 820 Gana Court Mississauga,
Ontario Canada L5S1N9 |  |               
|                                                     |  |                                                  
|Sprague Paperboard, Inc.                             |  | 62 Davis Drive Bellwood, IL
60104                 |  | Cook          
|                                                     |  |                                                  
|Caraustar Custom Packaging Group, Inc.               |  | 1519 Tower St. St. Louis, MO
63106                |  | St. Louis City
|                                                     |  |                                                  
|Caraustar Custom Packaging Group, Inc.               |  | 4001 Salt Works Rd. Medina, NY
14103              |  | Orleans       



---

|Caraustar Legal Entity                               |  | Address                                               |  | County        
|---------------------------------------------------- |  | ----------------------------------------------------- |  | --------------
|                                                     |  |                                                      
|Caraustar Custom Packaging Group, Inc.               |  | 1501 S. Burlington Hasteings, NE
68902                |  | Adams         
|                                                     |  |                                                      
|Caraustar Custom Packaging Group, Inc.               |  | 1519 Tower Grove St Louis, MO
63110                   |  | St Louis      
|                                                     |  |                                                      
|Caraustar Custom Packaging Group, Inc.               |  | 1519 Tower Grove St. Louis, MO
63110                  |  | St. Louis City
|                                                     |  |                                                      
|Caraustar Custom Packaging Group, Inc.               |  | 429 Division Ave. Wayland, MI
49348                   |  | Kent          
|                                                     |  |                                                      
|Caraustar Custom Packaging Group, Inc.               |  | G-6434 S. Dort Hwy., Suite 11 Grand Blanc,
MI 48439   |  | Genesse       
|                                                     |  |                                                      
|Caraustar Custom Packaging Group, Inc.               |  | 245 15th Street South St. James, MN
56081             |  | Watonwan      
|                                                     |  |                                                      
|Caraustar Custom Packaging Group, Inc.               |  | 4350 West Ohio Chicago, IL
60624                      |  | Cook          
|                                                     |  |                                                      
|Caraustar Custom Packaging Group, Inc.               |  | 25 Access Way Bloomington, IL
61704                   |  | McLean        
|                                                     |  |                                                      
|Caraustar Custom Packaging Group, Inc.               |  | 2701 Rector Rd Paragould, AR
72450                    |  | Greene        
|                                                     |  |                                                      
|Caraustar Custom Packaging Group (Maryland), Inc.    |  | 7825 Rappahannock Ave. Jessup, MD
20794               |  | Howard        
|                                                     |  |                                                      
|Caraustar Industrial & Consumer Products Group, Inc. |  | PO Box 16202 Little Rock, AK
72231                    |  | Pulaski       
|                                                     |  |                                                      
|Caraustar Industrial & Consumer Products Group, Inc. |  | 15301 W. 110 St. Lanexa, KS
66219                     |  | Johnson       
|                                                     |  |                                                      
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1701 Hollywood Rd. Amarillo, TX
79190                 |  | Potter-Randall
|                                                     |  |                                                      
|Caraustar Industrial & Consumer Products Group, Inc. |  | 101 Slater Rd. Slater, SC
29683                       |  | Greenville    
|                                                     |  |                                                      
|Caraustar Industrial & Consumer Products Group, Inc. |  | PO Box 191 Columbus, MS
39701                         |  | Lowndes       
|                                                     |  |                                                      
|Caraustar Industrial & Consumer Products Group, Inc. |  | PO Box 272 Alexander City, AL
35010                   |  | Tallapoosa    
|                                                     |  |                                                      
|Caraustar Industrial & Consumer Products Group, Inc. |  | 17854 Chesterfield Airport Rd. Chesterfield,
MO 63005 |  | St. Louis     
|                                                     |  |                                                      
|Caraustar Industrial & Consumer Products Group, Inc. |  | 2662 Fisher Rd. Columbus, OH
43204                    |  | Franklin      
|                                                     |  |                                                      
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1001 Chamber Ave. Jeanette, PA
15644                  |  | Westmorland   
|                                                     |  |                                                      
|Caraustar Industrial & Consumer Products Group, Inc. |  | Thousand Oaks Blvd. PO Box 470 Morgantown, PA 19453   |  | Berks         
|                                                     |  |                                                      
|Caraustar Industrial & Consumer Products Group, Inc. |  | 252 Depot Rd. Milford, CT
06460                       |  | New Haven     
|                                                     |  |                                                      
|Caraustar Industrial & Consumer Products Group, Inc. |  | 3007 Harding Hwy. Marion, OH
43302                    |  | Marion        
|                                                     |  |                                                      
|Caraustar Industrial & Consumer Products Group, Inc. |  | 3007 Harding Hwy. Marion, OH
43302                    |  | Marion        
|                                                     |  |                                                      
|Caraustar Industrial & Consumer Products Group, Inc. |  | 810 IH10 South                                        |  | Jefferson     



---

|Caraustar Legal Entity                                  |  | Address                                        |  | County        
|------------------------------------------------------- |  | ---------------------------------------------- |  | --------------
|                                                        |  | Beaumont, TX 77707                             |  |               
|                                                        |  |                                               
|Caraustar Industrial & Consumer Products Group, Inc.    |  | 215 Bridge Street Minerva, OH
44657            |  | Carroll       
|                                                        |  |                                               
|Caraustar Industrial & Consumer Products Group, Inc.    |  | 4012 West Turney 12D Phoenix, AZ
85019         |  | Maricopa      
|                                                        |  |                                               
|Caraustar Industrial & Consumer Products Group, Inc.    |  | 5150 Colorado Blvd. Denver, CO
80216           |  | Denver        
|                                                        |  |                                               
|Caraustar Industrial & Consumer Products Group, Inc.    |  | 2460 Frisco Ave. Memphis, TN
38114             |  | Shelby        
|                                                        |  |                                               
|Caraustar Industrial & Consumer Products Group, Inc.    |  | 300 S Mitchell Court Addison, IL
60101         |  | DuPage        
|                                                        |  |                                               
|LOCATIONS CLOSED WITHIN THE LAST FIVE YEARS             |  |                                                |  |               
|OWNED LOCATIONS                                         |  |                                                |  |               
|                                                        |  |                                               
|A  Caraustar Mill Group, Inc.                           |  | 470 Ohio Street Lockport, NY
14094             |  | Niagara       
|                                                        |  |                                               
|B  Caraustar Custom Packaging Group, Inc.               |  | 3900 Comanche Drive Archdale, NC
27263         |  | Randolph      
|                                                        |  |                                               
|C  Caraustar Custom Packaging Group (Maryland), Inc.    |  | 1001 East Fort Avenue Baltimore, MD
21230      |  | Baltimore City
|                                                        |  |                                               
|E  Caraustar Industrial & Consumer Products Group, Inc. |  | 600 Wissahickon Ave Cedartown, GA
30125        |  | Polk          
|                                                        |  |                                               
|A  Caraustar Industrial & Consumer Products Group, Inc. |  | 300 Alton Box Road West Jacksonville, FL
32218 |  | Duval         
|                                                        |  |                                               
|A  Caraustar Industrial & Consumer Products Group, Inc. |  | 400 N. American St. Philadelphia, PA
19140     |  | Bucks         
|                                                        |  |                                               
|C  Camden Paperboard Corporation                        |  | 267 Jefferson Ave. Camden, NJ
08014            |  | Camden        
|                                                        |  |                                               
|D  Chicago Paperboard Corporation                       |  | 900 N. Ogden Ave. Chicago, IL
60622            |  | Cook          
|                                                        |  |                                               
|A  Halifax Paper Board Company, Inc.                    |  | 440 Hwy. 48 North Roanoke Rapids, NC
27870     |  | Halifax       
|                                                        |  |                                               
|LEASED LOCATIONS                                        |  |                                                |  |               
|                                                        |  |                                               
|E  Caraustar Mill Group, Inc.                           |  | 107 Tom Starling Rd. Fayetteville, NC
28306    |  | Cumberland    
|                                                        |  |                                               
|D  Caraustar Custom Packaging Group, Inc.               |  | 825 West 2500 South Salt Lake City, UT
84119   |  | Salt Lake     
|                                                        |  |                                               
|E  Caraustar Industrial & Consumer Products Group, Inc. |  | 2429 East Holland Ave Saginaw, MI
48601        |  | Kent          



NOTES:



|A |  | This location was recently closed, but it currently contains inventory.
|- |  | -----------------------------------------------------------------------

|B |  | This is a Caraustar location which contained inventory in the past five years, but the facility and all equipment was sold in 2002.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------

|C |  | This location contained inventory in the past five years, but was closed in 2000 and no longer contains inventory.
|- |  | ------------------------------------------------------------------------------------------------------------------

|D |  | This location contained inventory in the past five years, but was closed in 2001 and no longer contains inventory.
|- |  | ------------------------------------------------------------------------------------------------------------------



---

|E |  | This location was recently closed and no longer contains inventory.
|- |  | -------------------------------------------------------------------



D. & E. Locations of all other places of business, including locations of leased facilities and name of lessor/sublessor



Owned Real Property:



|Caraustar Legal
Entity     |  | Address                                           
|-------------------------- |  | --------------------------------------------------
|                           | 
|Caraustar Mill Group, Inc. |  | 3300 Joe Jerkins Blvd. Austell, GA
30106          
|                           | 
|Caraustar Mill Group, Inc. |  | 3400 Joe Jerkins Blvd. Austell, GA
30106          
|                           | 
|Caraustar Mill Group, Inc. |  | 3500 Joe Jerkins Blvd. Austell, GA
30106          
|                           | 
|Caraustar Mill Group, Inc. |  | 2100 Rossville Ave. Chattanooga, TN
37408         
|                           | 
|Caraustar Mill Group, Inc. |  | 5500 Wooster Road Cincinnati, OH
45226            
|                           | 
|Caraustar Mill Group, Inc. |  | 873 Alexander Drive Taylors, SC
29687             
|                           | 
|Caraustar Mill Group, Inc. |  | 3110 Papermill Rd Rt. #5 Sinking Springs,
PA 19608
|                           | 
|Caraustar Mill Group, Inc. |  | 443 S Gardner Ave. Charlotte, NC
28208            
|                           | 
|Caraustar Mill Group, Inc. |  | 111 Hull Street Richmond, VA
23224                
|                           | 
|Caraustar Mill Group, Inc. |  | 17 East 2nd Street Richmond, VA
23224             
|                           | 
|Caraustar Mill Group, Inc. |  | 200-220 Hull Street Richmond, VA
23224            
|                           | 
|Caraustar Mill Group, Inc. |  | 100 Industrial Avenue Rittman, OH
44270           
|                           | 
|Caraustar Mill Group, Inc. |  | 117 Siegel St. Tama, IA
52339                     
|                           | 
|Caraustar Mill Group, Inc. |  | 40 Chestnut Street Lafayette, IN
47905            
|                           | 
|Caraustar Mill Group, Inc. |  | 101 Pine Street Cedartown, GA
30125               
|                           | 
|Caraustar Mill Group, Inc. |  | 600 Wissahickon Ave. Cedartown, GA
30125          
|                           | 
|Caraustar Mill Group, Inc. |  | 817 East 27th Street Tacoma, WA
98421             
|                           | 
|Caraustar Mill Group, Inc. |  | 470 Ohio Street Lockport, NY
14094                
|                           | 
|Sprague Paperboard, Inc.   |  | 130 Inland Rd. Sprague, CT
06383                  



---

|Caraustar Legal
Entity                            |  | Address                                       
|------------------------------------------------- |  | ----------------------------------------------
|                                                  | 
|Caraustar Custom Packaging Group, Inc.            |  | 4139 US Highway 311 Randleman. NC
27317       
|                                                  | 
|Caraustar Custom Packaging Group, Inc.            |  | 528 S. Turner Ave. Charlotte, NC
28208-4259   
|                                                  | 
|Caraustar Custom Packaging Group, Inc.            |  | 322 W Fonville St. Burlington, NC
27217       
|                                                  | 
|Caraustar Custom Packaging Group, Inc.            |  | 167 Luyben Hills Rd Kingston Springs, TN
37082
|                                                  | 
|Caraustar Custom Packaging Group, Inc.            |  | 600 Union Street Ashland, OH
44805            
|                                                  | 
|Caraustar Custom Packaging Group, Inc.            |  | 216 Twelfth St. N.E. Strasburg, OH
44680      
|                                                  | 
|Caraustar Custom Packaging Group, Inc.            |  | 1375 Isaac Beal Rd. Bucyrus, OH
44820         
|                                                  | 
|Caraustar Custom Packaging Group, Inc.            |  | 1850 Lemon St. York, PA
17404                 
|                                                  | 
|Caraustar Custom Packaging Group, Inc.            |  | 126 Inland Road Versailles, CT
06383          
|                                                  | 
|Caraustar Custom Packaging Group, Inc.            |  | 4226 Church Street Thorndike, MA
01079        
|                                                  | 
|Caraustar Custom Packaging Group, Inc.            |  | 1957 Beverly Ave. Wyoming, MI
49509           
|                                                  | 
|Caraustar Custom Packaging Group, Inc.            |  | 10750 Baur Blvd. St. Louis, MO
63132          
|                                                  | 
|Caraustar Custom Packaging Group, Inc.            |  | 7777 St. Clair Ave. Mentor, OH
44060          
|                                                  | 
|Caraustar Custom Packaging Group, Inc.            |  | 1377 South Jason St. Denver, CO
80223         
|                                                  | 
|Caraustar Custom Packaging Group (Maryland), Inc. |  | 11000 Gilroy Road Hunt Valley, MD
21031       
|                                                  | 
|Caraustar Custom Packaging Group (Maryland), Inc. |  | 1001 East Fort Avenue Baltimore, MD
21230     
|                                                  | 
|Caraustar Recovered Fiber Group, Inc.             |  | 4069 Winters Chapel Rd. Doraville, GA
30360   
|                                                  | 
|Caraustar Recovered Fiber Group, Inc.             |  | 2426 Chamberlain Ave. Charlotte, NC
28208     
|                                                  | 
|Caraustar Recovered Fiber Group, Inc.             |  | 756 Lindsey Drive Columbus, GA
31906          
|                                                  | 
|Caraustar Recovered Fiber Group, Inc.             |  | 3400 Vega Avenue Cleveland, OH
44113          
|                                                  | 
|Caraustar Recovered Fiber Group, Inc.             |  | Highway 17, US 321 Hardeeville, SC
29927      



---

|Caraustar Legal
Entity                               |  | Address                                                     
|---------------------------------------------------- |  | ------------------------------------------------------------
|Caraustar Industrial & Consumer Products Group, Inc. |  | 410 Washington Street Cantonment, FL
32533                  
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 4201 Waco Street Texarkana, TX
77501                        
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 932 John Hare Silsbee, TX
77656                             
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1151 S. Shiloh St. Linden, AL
36748                         
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | Barge Port Ind. Ark, Comfort Rd. Palatka, FL
32177          
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1800 S. Peyco Dr. Arlington, TX
76001                       
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | Highway 370 Cedar Springs, GA
31723                         
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 612 Grantham Ave. West Monroe, LA
23181                     
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1379 McDow Drive Rock Hill, SC
29732                        
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 875 Alexander Dr. Taylors, SC
29687                         
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 3082 Pacific Avenue Austell, GA
30106                       
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 121 Callahan Rd. S.E. Dalton, GA
30721                      
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1504 Fulton Dr. Corinth, MS
38834                           
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 200 Learner Lane Blairs, VA
24527                           
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1601 Carrsville Hwy. Franklin, VA
23851                     
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1045 Industrial Park Dr. Kernersville, NC
27284             
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 460 Knox Court Minerva, OH
44657                            
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1301 Wheeler St. Saginaw, MI
48602-1198                     
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1705 Highway 12 DeQunincy Industrial
Park Dequincy, LA 70633
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 199 Industrial Park Road Mountain Home, NC
28758            
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 300 Alton Box Road West Jacksonville, FL
32218              
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 400 N. American St. Philadelphia, PA
19140                  
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 100 Forrest Lane Beardstown, IL
62618                       



---

|Caraustar Legal
Entity                               |  | Address                                         
|---------------------------------------------------- |  | ------------------------------------------------
|Caraustar Industrial & Consumer Products Group, Inc. |  | 403 Texas Street Crossett, AR
71635             
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 702 E. Main St. State Rt. 36 St. Paris, OH 43072
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 425 Collins Blvd. Orrville, OH
44667            
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | South Hwy 25, Lexington Rd. Georgetown, KY
40324
|                                                     | 
|Caraustar Industrial & Consumer Products Group, Inc. |  | 600 Wissahickon Ave Cedartown, GA
30125         
|                                                     | 
|Camden Paperboard Corporation                        |  | 267 Jefferson Ave. Camden, NJ
08014             
|                                                     | 
|Chicago Paperboard Corporation                       |  | 900 N. Ogden Ave. Chicago, IL
60622             
|                                                     | 
|Halifax Paper Board Company, Inc.                    |  | 440 Hwy. 48 North Roanoke Rapids, NC
27870      



Leased Real Property



|Caraustar Legal
Entity     |  | Address                                      |  | Landlord Name and Address                                    
|-------------------------- |  | -------------------------------------------- |  | -------------------------------------------------------------
|Caraustar Mill Group, Inc. |  | 1091 Arnold Road Reading, PA
19605           |  | Richard Landis 1091 Arnold Rd. Reading, PA 19605             
|                           |  |                                             
|Caraustar Mill Group, Inc. |  | 2200 Decatur Street Richmond, VA
23224       |  | Keck Realty, Inc 1100 Jeff Davis
Hwy. Richmond, Va 23224     
|                           |  |                                             
|Caraustar Mill Group, Inc. |  | 302 Rolling Hills Rd. Mooresville, NC
28115  |  | Richard W. Howard 110 Ventana
Court Mooresville, NC 28115    
|                           |  |                                             
|Caraustar Mill Group, Inc. |  | 158 Rolling Hills Rd. Mooresville, NC
28115  |  | Richard W. Howard 110 Ventana
Court Mooresville, NC 28115    
|                           |  |                                             
|Caraustar Mill Group, Inc. |  | 107 Tom Starling Rd. Fayetteville, NC
28306  |  | AF Carolina 301 North Rock Road
Wichita, KS 67206-2254       
|                           |  |                                             
|Caraustar Mill Group, Inc. |  | 1401 West Ellerman Ave. Litchfield, IL
62056 |  | Litchfield Bank and Trust 401 N.
Madison Litchfield, IL 62056



---

|                                       |  |                                              
|-------------------------------------- |  | ---------------------------------------------
|Caraustar Mill Group, Inc.             |  | 869 St. Hwy 12 Frenchtown, NJ
08825          
|                                       |  |                                              
|Caraustar Mill Group, Inc.             |  | 10157 Industrial Dr. Covington, GA
30014     
|                                       |  |                                              
|Caraustar Custom Packaging Group, Inc. |  | 818 Virginia Street Ashland, OH
44805        
|                                       |  |                                              
|Caraustar Custom Packaging Group, Inc. |  | 217 Twelfth St. N.E. Strasburg, OH
44680     
|                                       |  |                                              
|Caraustar Custom Packaging Group, Inc. |  | 43 Samworth Road Clifton, NJ
07012           
|                                       |  |                                              
|Caraustar Custom Packaging Group, Inc. |  | 350 Allwood Road Clifton, NJ
07012           
|                                       |  |                                              
|Caraustar Custom Packaging Group, Inc. |  | 1601 W King St. York, PA
17404               
|                                       |  |                                              
|Caraustar Custom Packaging Group, Inc. |  | 76 Community Ave. Plainfield, CT
06374       
|                                       |  |                                              
|Caraustar Custom Packaging Group, Inc. |  | 2624 Commerce Square Dr. Birmingham, AL
35213
|                                       |  |                                              
|Caraustar Custom Packaging Group, Inc. |  | 2701 Rector Rd. Paragould, AR
72450          
|                                       |  |                                              
|Caraustar Custom Packaging Group, Inc. |  | 7800 Tyler Blvd. Mentor, OH
44060            
|                                       |  |                                              
|Caraustar Custom Packaging Group, Inc. |  | 11 Chapin Rd. Pine Brook, NJ
07058           
|                                       |  |                                              
|Caraustar Custom Packaging Group, Inc. |  | 555 N Tripp Ave. Chicago, IL
60624           



---

|Caraustar Custom Packaging Group, Inc.               |  | 825 West 2500 South Salt Lake City, UT
84119   |  | D T Johnson 3276 So. 3690 W. West Valley City, UT 84120                                    
|---------------------------------------------------- |  | ---------------------------------------------- |  | -------------------------------------------------------------------------------------------
|                                                     |  |                                               
|Caraustar Custom Packaging Group (Maryland), Inc.    |  | 12201 Long Green Pike Glen Arm, MD
21057       |  | Schneider Properties, LLC Thomas
Schneider 12201 Long Green Pike Glen Arm, MD
21057        
|                                                     |  |                                               
|Caraustar Recovered Fiber Group, Inc.                |  | 145 Phelps Rd. Dalton, GA
30720                |  | T&T Enterprises P.O. Box 3335
Asheville, NC 28802                                          
|                                                     |  |                                               
|Caraustar Recovered Fiber Group, Inc.                |  | 112 S. Lelia Street Texarkana, TX
75501-7451   |  | Commercial Moving & Storage 3800 Picoma
Drive Texarkana, TX 75501-9545                     
|                                                     |  |                                               
|Caraustar Industrial & Consumer Products Group, Inc. |  | 2031 Carolina Place Fort Mill, SC
29708        |  | Carolina Commerce Investors % The Tuttle
Company 448 Lakeshore Parkway Rock Hill, SC
29730 
|                                                     |  |                                               
|Caraustar Industrial & Consumer Products Group, Inc. |  | 601 E. 2nd Street Amarillo, TX
79101           |  | Johnson Street LTD Attn: Jim
Austin PO Box 2888 Amarillo, TX 79105                         
|                                                     |  |                                               
|Caraustar Industrial & Consumer Products Group, Inc. |  | 100 Industrial Drive McGehee, AR
71654         |  | City of McGehee PO Box 612 McGehee, AR 71654                                               
|                                                     |  |                                               
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1820 Olde Homestead Lane Lancaster, PA
17605   |  | High Assoc. LTD PO Box 64047 Baltimore, MD 21264                                           
|                                                     |  |                                               
|Caraustar Industrial & Consumer Products Group, Inc. |  | 2585 South 2570 West Salt Lake City, UT
84119  |  | Jeralynn T. Winder 299 S. Main St., 7th
Floor Attn: Larry Haggerty Salt Lake City, UT
84111
|                                                     |  |                                               
|Caraustar Industrial & Consumer Products Group, Inc. |  | 22 North 47th Ave, Suite One Phoenix, AZ
85043 |  | Ontario Associates 18231 Irvine
Blvd. Tustin, CA 92780                                     
|                                                     |  |                                               
|Caraustar Industrial & Consumer Products Group, Inc. |  | 310 Industrial Parkway West Point, VA
23181    |  | Town of West Point, VA PO Box 152
West Point, VA 23181                                     
|                                                     |  |                                               
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1485 Plaza South Dr. Kernersville, NC
27284    |  | Summer Investments Steve Summer
639 Hoy Ling Rd. Winston Salem, NC 27107                   
|                                                     |  |                                               
|Caraustar Industrial & Consumer Products Group, Inc. |  | 902 E. 11th St. Tacoma, WA
98421               |  | Paccess, Inc 650 NE Holladay St.
Portland, OR 97232                                        



---

|Caraustar Industrial & Consumer Products Group, Inc. |  | Ampoint Industrial Park 715 Fifth
St. Perrysburg, OH 43551 |  | Ampoint, Inc. PO Box 9040 Toledo, OH 43697                                         
|---------------------------------------------------- |  | ---------------------------------------------------------- |  | -----------------------------------------------------------------------------------
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 780 Keezletown Rd. Suite 108 Wyers Cave, VA 24486          |  | Shen Valley LLC Attn: Manager PO Box 36 Weyers Cave, VA 24486                      
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 901 Wheeler St. Saginaw, MI
48602-1198                     |  | Bierlein Properties 2000 Bay City
Rd. Midland, MI 48642                            
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 2055 Refugee Road Columbus, OH
43207                       |  | Ohio Equities 605 South Front St.
Suite 200 Columbus, OH 43207                     
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1514c West Franklin St. Lufkin, TX
75904                   |  | Perry Brothers, Inc. PO Box 28 Lufkin, TX 75902                                    
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 840A Eubanks Dr. Vacaville, CA
95687                       |  | Garavemta Properties PO Box 5397
Concord, CA 94524                                 
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 112 Lakepoint Industrial Rd. Eufaula, AL
36027             |  | City of Eufaula PO Box 219 Eufaula, AL 36072                                       
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 4935 Starr Ave. SE Grand Rapids, MI
49509                  |  | Rogue LLC 171 Monroe Ave. NCB Mail Code k-c17-2b Grand Rapids, MI 49504            
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 9096 Railwood, Suite B Houston, TX
77078                   |  | AN WRI Partnership, Ltd. PO Box
924133 Houston, TX 77292                           
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1581 16th Street Circle Mobile, AL
36615-1281              |  | Mobile Airport Authority 1 Brookley
Complex 1891 9th St. Mobile, AL 36615          
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 115 Quail Ridge Road Franklin, KY
42134                    |  | Brad M & Susan B. Kelly Kent
KelleyKelley Storage 2718 Uhls Rd. Franklin, KY
42134
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 1601 Tionia Road New Smyrna Beach, FL
32168                |  | General Electric 16325 North Cross
Dr. Huntersville, NC 28078                      
|                                                     |  |                                                           
|Caraustar Industrial & Consumer Products Group, Inc. |  | 455 Clems Way Stevens Point, WI
54481                      |  | William J. Bayba 5424 Hwy 10E, Suite
A Stevens Point, WI 54481                     



---

SCHEDULE II

to

SECURITY AGREEMENT



JURISDICTION OF ORGANIZATION



|EXACT LEGAL NAME; ADDRESS OF CHIEF EXECUTIVE OFFICE                                                  |  | JURISDICTION OF FORMATION and ORGANIZATIONAL ID# |  | TYPE OF ENTITY           
|---------------------------------------------------------------------------------------------------- |  | ------------------------------------------------ |  | -------------------------
|Caraustar Industries, Inc.  3100 Joe Jerkins Boulevard Austell, GA 30106                             |  | North Carolina  ID # 0021912                     |  | Corporation              
|                                                                                                     |  |                                                 
|Austell Holding Company, LLC  3100 Joe Jerkins Boulevard Austell, GA 30106-3227                      |  | Georgia  ID # 0054571                            |  | Limited liability company
|                                                                                                     |  |                                                 
|Camden Paperboard Corporation  3100 Joe Jerkins Boulevard Austell, GA 30106                          |  | New Jersey  ID # 0100383033                      |  | Corporation              
|                                                                                                     |  |                                                 
|Caraustar, G.P.  3100 Joe Jerkins Boulevard Austell, GA 30106                                        |  | South Carolina  No ID #                          |  | General partnership      
|                                                                                                     |  |                                                 
|Caraustar Custom Packaging Group, Inc.  3100 Joe Jerkins Boulevard Austell, GA 30106-3227            |  | Delaware  ID # 3042730                           |  | Corporation              
|                                                                                                     |  |                                                 
|Caraustar Custom Packaging Group (Maryland), Inc.  3100 Joe Jerkins Boulevard Austell, GA 30106-3227 |  | Maryland  ID # D00059279                         |  | Corporation              
|                                                                                                     |  |                                                 
|Caraustar Industrial and Consumer Products Group, Inc.  2031 Carolina Place Fort Mill, SC 29708      |  | Delaware  ID # 2244600                           |  | Corporation              
|                                                                                                     |  |                                                 
|Caraustar Mill Group, Inc.  3100 Joe Jerkins Boulevard Austell, GA 30106-3227                        |  | Ohio  ID # 946550                                |  | Corporation              
|                                                                                                     |  |                                                 
|Caraustar Recovered Fiber Group, Inc.  531 Roselane Street, NW Suite 650 Marietta, GA 30060          |  | Delaware  ID # 3137391                           |  | Corporation              
|                                                                                                     |  |                                                 
|Chicago Paperboard Corporation  3100 Joe Jerkins Boulevard Austell, GA 30106-3227                    |  | Illinois  ID # 53545262                          |  | Corporation              



---

|EXACT LEGAL NAME; ADDRESS OF CHIEF EXECUTIVE OFFICE                               |  | JURISDICTION OF FORMATION and ORGANIZATIONAL ID # |  | TYPE OF ENTITY           
|--------------------------------------------------------------------------------- |  | ------------------------------------------------- |  | -------------------------
|CICPG, LLC  2031 Carolina Place Ft. Mill, SC 29708                                |  | North Carolina  ID # 0651469                      |  | Limited liability company
|                                                                                  |  |                                                  
|Federal Transport, Inc.  2031 Carolina Place Fort Mill, SC 29708                  |  | Ohio  ID # 576994                                 |  | Corporation              
|                                                                                  |  |                                                  
|Gypsum MGC, Inc.  3100 Joe Jerkins Boulevard Austell, GA 30106                    |  | Delaware  ID # 3321727                            |  | Corporation              
|                                                                                  |  |                                                  
|Halifax Paper Board Company, Inc.  3100 Joe Jerkins Boulevard Austell, GA 30106   |  | North Carolina  ID # 0492479                      |  | Corporation              
|                                                                                  |  |                                                  
|McQueeney Gypsum Company  3100 Joe Jerkins Boulevard Austell, GA 30106            |  | Delaware  ID # 2835132                            |  | Corporation              
|                                                                                  |  |                                                  
|McQueeny Gypsum Company, LLC  3100 Joe Jerkins Boulevard Austell, GA 30106        |  | Delaware  ID # 3326451                            |  | Limited liability company
|                                                                                  |  |                                                  
|Paradigm Chemical & Consulting, LLC  3100 Joe Jerkins Boulevard Austell, GA 30106 |  | Georgia  ID # 0312321                             |  | Limited liability company
|                                                                                  |  |                                                  
|PBL Inc.  3100 Joe Jerkins Boulevard Austell, GA 30106                            |  | Delaware  ID # 3036297                            |  | Corporation              
|                                                                                  |  |                                                  
|RECCMG, LLC  3100 Joe Jerkins Boulevard Austell, GA 30106                         |  | Georgia  ID # 0257747                             |  | Limited liability company
|                                                                                  |  |                                                  
|Sprague Paperboard, Inc.  3100 Joe Jerkins Boulevard Austell, GA 30106            |  | Connecticut  ID # 0615047                         |  | Corporation              



---

SCHEDULE III

to

SECURITY AGREEMENT



PATENTS, TRADEMARKS AND COPYRIGHTS



Patents:



|Record Owner               |  | Title                                                                |  | Country |  | Patent No.
|-------------------------- |  | -------------------------------------------------------------------- |  | ------- |  | ----------
|Caraustar Industries, Inc. |  | Winding Core Having Integral Entangling Mechanism                    |  | US      |  | 5,857,641 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Protective Containerboard                                            |  | US      |  | 4,711,702 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Conductive Paper and Method                                          |  | US      |  | 4,606,790 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Form for Producing Concrete Columns with Recessed Rings              |  | US      |  | 6,270,052 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Commodity Partition                                                  |  | US      |  | 5,222,659 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Flip-top reclosable carton with positive closure arrangement         |  | US      |  | 5,154,343 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Carton and liner tear-tape assembly                                  |  | US      |  | 5,236,123 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Flip-top reclosable carton and liner assembly                        |  | US      |  | 5,265,799 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Flip-top reclosable carton with positive closure arrangement         |  | US      |  | 5,314,114 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Paperboard Carton-liner assembly with balancing means                |  | US      |  | 5,439,133 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Flip-top reclosable carton with positive closure arrangement         |  | US      |  | 5,515,996 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Reclosable container with press-bonded collar                        |  | US      |  | 5,551,938 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Paperboard dispenser having separately formed drawer                 |  | US      |  | 5,458,272 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Flip-top reclosable carton and method of making the same             |  | US      |  | 5,505,374 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Tray-lid assembly                                                    |  | US      |  | 5,516,035 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Paperboard container with integral paperboard spout                  |  | US      |  | 5,531,376 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Nestable blank for forming a side-filled, flip-top reclosable carton |  | US      |  | 5,743,462 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Flip-top reclosable carton and blank for making the same             |  | US      |  | 5,673,849 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Two-piece, crash-botom basket carrier                                |  | US      |  | 5,680,930 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Flip-top reclosable carton with reduced weight liner                 |  | US      |  | 5,775,576 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Shaker pour spout dispenser                                          |  | US      |  | 5,746,370 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Non-directional paperboard spout pour spout                          |  | US      |  | 5,810,250 
|                           |  |                                                                      | 
|Caraustar Industries, Inc. |  | Flip-top reclosable container with integrally formed collar          |  | US      |  | 5,875,963 



---

|Record Owner                                           |  | Title                                                                    |  | Country                                                     |  | Patent No.
|------------------------------------------------------ |  | ------------------------------------------------------------------------ |  | ----------------------------------------------------------- |  | ----------
|Caraustar Industries, Inc.                             |  | Non-directional paperboard pour spout                                    |  | US                                                          |  | 5,875,961 
|                                                       |  |                                                                          | 
|Caraustar Industries, Inc.                             |  | Collapsible paperboard carton                                            |  | US                                                          |  | 5,725,144 
|                                                       |  |                                                                          | 
|Caraustar Industries, Inc.                             |  | Child resistant Paperboard carton                                        |  | US                                                          |  | 5,660,325 
|                                                       |  |                                                                          | 
|Caraustar Industries, Inc.                             |  | Controlled release insect repellent devise                               |  | US                                                          |  | 5,688,509 
|                                                       |  |                                                                          | 
|Caraustar Industries, Inc.                             |  | Food package for use in a microwave oven                                 |  | US                                                          |  | 34,829    
|                                                       |  |                                                                          | 
|Caraustar Industries, Inc.                             |  | Two-Piece Paperboard Container with Pour Spout                           |  | US                                                          |  | 5,893,513 
|                                                       |  |                                                                          | 
|Caraustar Industries, Inc.                             |  | Forward-tilting Display Container with Fold-out Doors                    |  | US                                                          |  | 5,899,324 
|                                                       |  |                                                                          | 
|Caraustar Industries, Inc.                             |  | Flip-top Carton with Integral Partial Collar                             |  | US                                                          |  | 5,911,359 
|                                                       |  |                                                                          | 
|Caraustar Industries, Inc.                             |  | Paperboard container with integral paperboard spout                      |  | Canada                                                      |  | 2169488   
|                                                       |  |                                                                          | 
|Caraustar Industries, Inc.                             |  | Winding Core Having Integral Entangling Mechanism                        |  | EuropeanPatentDesignatedStates:Germany,France,UnitedKindgom |  | 988247    
|                                                       |  |                                                                          | 
|Caraustar Industries, Inc.                             |  | Conductive Paper and Method                                              |  | Mexico                                                      |  | 159,587   
|                                                       |  |                                                                          | 
|Caraustar Industries, Inc.                             |  | Commodity Partition                                                      |  | Colombia                                                    |  | 24878     
|                                                       |  |                                                                          | 
|Caraustar Industrial and Consumer Products Group, Inc. |  | Method of Forming Damped Drive Shafts                                    |  | US                                                          |  | 6,370,756 
|                                                       |  |                                                                          | 
|Caraustar Industrial and Consumer Products Group, Inc. |  | Expandable Drive Shaft Damper and Method of Forming                      |  | US                                                          |  | 5,868,627 
|                                                       |  |                                                                          | 
|Caraustar Industrial and Consumer Products Group, Inc. |  | Drive Shaft Damper                                                       |  | US                                                          |  | 5,976,021 
|                                                       |  |                                                                          | 
|Caraustar Industrial and Consumer Products Group, Inc. |  | Drive Shaft Damper                                                       |  | US                                                          |  | 4,909,361 
|                                                       |  |                                                                          | 
|Caraustar Industrial and Consumer Products Group, Inc. |  | Vibration Damping Shaft Liner                                            |  | US                                                          |  | 5,924,531 
|                                                       |  |                                                                          | 
|Caraustar Industrial and Consumer Products Group, Inc. |  | Method of Forming Damped Drive Shafts                                    |  | US                                                          |  | 6,370,756 
|                                                       |  |                                                                          | 
|Caraustar Industrial and Consumer Products Group, Inc. |  | Combination Container End Closure and Plunger for a Dispensing Container |  | GreatBritain DesignPatent                                   |  | 1056359   
|                                                       |  |                                                                          | 
|Caraustar Industrial and Consumer Products Group, Inc. |  | Combination Container End Closure and Plunger for a Dispensing Container |  | Hong Kong DesignPatent                                      |  | 9800058.9 
|                                                       |  |                                                                          | 
|Caraustar Industrial and Consumer Products Group, Inc. |  | Combination Container End Closure and Plunger for a Dispensing Container |  | Australia DesignPatent                                      |  | 105465    
|                                                       |  |                                                                          | 
|Caraustar Industrial and Consumer Products Group, Inc. |  | Diffusing End Closure for a Dispensing Container                         |  | GreatBritain DesignPatent                                   |  | 1056360   



---

|Record Owner                                           |  | Title                                                    |  | Country                |  | Patent No.
|------------------------------------------------------ |  | -------------------------------------------------------- |  | ---------------------- |  | ----------
|Caraustar Industrial and Consumer Products Group, Inc. |  | Diffusing End Closure for a Dispensing Container         |  | Hong Kong DesignPatent |  | 9800059.1 
|                                                       |  |                                                          | 
|Caraustar Industrial and Consumer Products Group, Inc. |  | Diffusing End Closure for a Dispensing Container         |  | Australia DesignPatent |  | 105466    
|                                                       |  |                                                          | 
|Caraustar Custom Packaging, Inc.                       |  | Partial Web in Tray Corners                              |  | US                     |  | 6,505,769 
|                                                       |  |                                                          | 
|Arrow Paper Products Company *                         |  | Deformable Plug for Use with Reduced Diameter End Shafts |  | US                     |  | 6,428,017 
|                                                       |  |                                                          | 
|Chesapeake Fiber Packaging Corporation **              |  | Garment Hanger Shoulder Guard                            |  | US                     |  | 5,139,184 
|                                                       |  |                                                          | 
|Chesapeake Fiber Packaging Corporation **              |  | Garment Hanger Shoulder Guard and Blank Therefor         |  | US                     |  | 4,988,022 
|                                                       |  |                                                          | 
|Star Paper Tube, Inc. ***                              |  | Tube Forming Apparatus and Method                        |  | US                     |  | 4,854,991 

---

|* |  | This patent was acquired as part of the acquisition of Arrow Paper Products Company. Arrow Paper Products Company merged into Caraustar Industrial and Consumer Products Group, Inc.
Evidence of this merger has not been filed with the U. S. Patent and Trademark Office (the PTO).
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** |  | Chesapeake Fiber Packaging Corporation changed its name to Caraustar Custom Packaging Group (Maryland), Inc., which then merged into Chesapeake Paperboard Company, which then change
its name to Caraustar Custom Packaging Group (Maryland), Inc. Evidence of these transactions has not been filed with the PTO.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*** |  | Star Paper Tube, Inc. merged into Caraustar Industrial and Consumer Products Group, Inc. Evidence of this merger has not been filed with the PTO.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------



Patent Applications:



|Record Owner               |  | Title               |  | Country |  | ApplicatinSerial No. |  | Filing Date
|-------------------------- |  | ------------------- |  | ------- |  | -------------------- |  | -----------
|Caraustar Industries, Inc. |  | Commodity Partition |  | Canada  |  | 2,092,162            |  | 03-22-1993 



Note:



Caraustar Industries, Inc. believes that it has acquired the rights to U.S.
Patent Application Serial No. 09/776,983 titled Pharmaceutical Container Having Signaling Means and Associated Method of Use filed February 5, 2001 as part of the dissolution of Data-Rich, LLC. Caraustar is assessing the value of this patent
application to determine whether to pursue the requisite assignment from the inventors.



Trademarks



---

|Record Owner               |  | Mark           |  | Country |  | Status /Reg. No.  
|-------------------------- |  | -------------- |  | ------- |  | ------------------
|Caraustar Industries, Inc. |  | KRAFTONE®      |  | US      |  | Reg. No. 2,482,325
|                           |  |                | 
|Caraustar Industries, Inc. |  | ECONOPOUR®     |  | US      |  | Reg. No. 2,082,467
|                           |  |                | 
|Caraustar Industries, Inc. |  | REPELKOTE®     |  | US      |  | Reg. No. 2,402,429
|                           |  |                | 
|Caraustar Industries, Inc. |  | WHITONE®       |  | US      |  | Reg. No. 2,569,625
|                           |  |                | 
|Caraustar Industries, Inc. |  | INVERTOP®      |  | US      |  | Reg. No. 2,674,866
|                           |  |                | 
|Caraustar Industries, Inc. |  | INVERFREEZ®    |  | US      |  | Reg. No. 2,674,865
|                           |  |                | 
|Caraustar Industries, Inc. |  | BLISTONE®      |  | US      |  | Reg. No. 2,677,688
|                           |  |                | 
|Caraustar Industries, Inc. |  | CARA M        |  | US      |  | Reg. No. 2,713,125
|                           |  |                | 
|Caraustar Industries, Inc. |  | STATONE®       |  | US      |  | Reg. No. 2,677,633
|                           |  |                | 
|Caraustar Industries, Inc. |  | Q-SMOOTH®      |  | US      |  | Reg. No. 2,119,723
|                           |  |                | 
|Caraustar Industries, Inc. |  | A-PAK®         |  | US      |  | Reg. No. 2,173,974
|                           |  |                | 
|Caraustar Industries, Inc. |  | PROTECH®       |  | US      |  | Reg. No. 1,440,580
|                           |  |                | 
|Caraustar Industries, Inc. |  | Q STACK®       |  | US      |  | Reg. No. 1,804,449
|                           |  |                | 
|Caraustar Industries, Inc. |  | QPM®           |  | US      |  | Reg. No. 1,454,240
|                           |  |                | 
|Caraustar Industries, Inc. |  | [Sleek/ LOGO]® |  | US      |  | Reg. No. 777,217  
|                           |  |                | 
|Caraustar Industries, Inc. |  | CONDUCTCOR®    |  | US      |  | Reg. No. 1,449,648
|                           |  |                | 
|Caraustar Industries, Inc. |  | TURF TUBES®    |  | US      |  | Reg. No. 2,363,457



---

|Record Owner               |  | Mark              |  | Country        |  | Status / Reg. No.                
|-------------------------- |  | ----------------- |  | -------------- |  | ---------------------------------
|                           |  |                   |  |                |  | (Sup Reg)                        
|Caraustar Industries, Inc. |  | QUICK GRAB®       |  | US             |  | Reg. No. 2,269,147               
|                           |  |                   | 
|Caraustar Industries, Inc. |  | BRITONE®          |  | US             |  | Reg. No. 1,031,428               
|                           |  |                   | 
|Caraustar Industries, Inc. |  | PROTECH           |  | Benelux        |  | Reg. No. 457,901                 
|                           |  |                   | 
|Caraustar Industries, Inc. |  | PROTECH           |  | France         |  | Reg. No. 1,621,469               
|                           |  |                   | 
|Caraustar Industries, Inc. |  | PROTECH           |  | Ireland        |  | Reg. No. 131,098                 
|                           |  |                   | 
|Caraustar Industries, Inc. |  | PROTECH           |  | Italy          |  | Reg. No. 569,046                 
|                           |  |                   | 
|Caraustar, G.P.            |  | CARAUSTAR®        |  | US             |  | Reg. No. 2,484,548               
|                           |  |                   | 
|Caraustar, G.P.            |  | [LOGO]®`          |  | US             |  | Reg. No. 2,484,511               
|                           |  |                   | 
|Caraustar, G.P.            |  | [Caraustar LOGO]® |  | US             |  | Reg. No. 2,484,512               
|                           |  |                   | 
|Caraustar, G.P.            |  | [LOGO]           |  | Canada         |  | Reg. No. 1,059,768               
|                           |  |                   | 
|Caraustar, G.P.            |  | CARAUSTAR®        |  | United Kingdom |  | Reg. No. 2,232,931               
|                           |  |                   | 
|Caraustar, G.P.            |  | [LOGO]®           |  | United Kingdom |  | Reg. No. 2,232,930               
|                           |  |                   | 
|Caraustar, G.P.            |  | [Caraustar LOGO]® |  | United Kingdom |  | Reg. No. 2,232,932               
|                           |  |                   | 
|Caraustar, G.P.            |  | CARAUSTAR®        |  | Mexico         |  | Reg. No. 682,903 Paper goods (16)



---

|Record Owner                                           |  | Mark                      |  | Country |  | Status / Reg. No.                           
|------------------------------------------------------ |  | ------------------------- |  | ------- |  | --------------------------------------------
|                                                       |  |                           | 
|Caraustar, G.P.                                        |  | CARAUSTAR®                |  | Mexico  |  | Reg. No. 682,904 Plastics and wallboard (17)
|                                                       |  |                           | 
|Caraustar, G.P.                                        |  | CARAUSTAR®                |  | Mexico  |  | Reg. No. 682,905 Recycling services (40)    
|                                                       |  |                           | 
|Caraustar, G.P.                                        |  | [Caraustar LOGO]®         |  | Mexico  |  | Reg. No. 682,121 Paper goods (16)           
|                                                       |  |                           | 
|Caraustar, G.P.                                        |  | [Caraustar LOGO]®         |  | Mexico  |  | Reg. No. 699,557 Plastics and wallboard (17)
|                                                       |  |                           | 
|Caraustar, G.P.                                        |  | [Caraustar LOGO]®         |  | Mexico  |  | Reg. No. 682,122 Recycling services (40)    
|                                                       |  |                           | 
|Caraustar, G.P.                                        |  | [LOGO]®                   |  | Mexico  |  | Reg. No. 682,118 Paper goods (16)           
|                                                       |  |                           | 
|Caraustar, G.P.                                        |  | [ LOGO]®                  |  | Mexico  |  | Reg. No. 682,119 Plastics and wallboard (17)
|                                                       |  |                           | 
|Caraustar, G.P.                                        |  | [LOGO]®                   |  | Mexico  |  | Reg. No. 682,120 Recycling services (40)    
|                                                       |  |                           | 
|Caraustar Industrial and Consumer Products Group, Inc. |  | K-SAFE®                   |  | US      |  | Reg. No. 1,693,969                          
|                                                       |  |                           | 
|Caraustar Industrial and Consumer Products Group, Inc. |  | PLASTICS ON DEMAND (POD)® |  | US      |  | Reg. No. 2,488,014                          
|                                                       |  |                           | 
|Caraustar Industrial and Consumer Products Group, Inc. |  | K-SEAL®                   |  | US      |  | Reg. No. 1,595,416                          



---

|Record Owner                                           |  | Mark                           |  | Country |  | Status / Reg. No. 
|------------------------------------------------------ |  | ------------------------------ |  | ------- |  | ------------------
|                                                       |  |                                | 
|Caraustar Industrial and Consumer Products Group, Inc. |  | K-WRAP®                        |  | US      |  | Reg. No. 1,656,832
|                                                       |  |                                | 
|Sprague Paperboard, Inc.                               |  | INVERKOTE®                     |  | US      |  | Reg. No. 2,543,641
|                                                       |  |                                | 
|Oak Tree Packaging *                                   |  | Oak Tree Packaging             |  | US      |  | Reg. No. 2101719  
|                                                       |  |                                | 
|Oak Tree Packaging *                                   |  | OAKTREE PACKAGING (and
Design) |  | US      |  | Reg. No. 2120110  
|                                                       |  |                                | 
|Oak Tree Packaging *                                   |  | OAKTREE PACKAGING (and
Design) |  | US      |  | Reg. No. 1950972  
|                                                       |  |                                | 
|Chesapeake Fiber Packaging Corporation **              |  | Shape-Up                       |  | US      |  | Reg. No. 2240217  
|                                                       |  |                                | 
|Chesapeake Fiber Packaging Corporation **              |  | Fit-Rite Deluxe                |  | US      |  | Reg. No. 2138562  
|                                                       |  |                                | 
|Chesapeake Fiber Packaging Corporation **              |  | Contour                        |  | US      |  | Reg. No. 2123570  
|                                                       |  |                                | 
|Chesapeake Fiber Packaging Corporation **              |  | CPC Staiz                      |  | US      |  | Reg. No. 2121524  
|                                                       |  |                                | 
|Chesapeake Fiber Packaging Corporation **              |  | Pops-On                        |  | US      |  | Reg. No. 2121523  
|                                                       |  |                                | 
|Chesapeake Fiber Packaging Corporation **              |  | EZ LOK                         |  | US      |  | Reg. No. 2147348  
|                                                       |  |                                | 
|Chesapeake Fiber Packaging Corporation **              |  | Form-It                        |  | US      |  | Reg. No. 2123569  
|                                                       |  |                                | 
|Chesapeake Fiber Packaging Corporation **              |  | Snap-Pak                       |  | US      |  | Reg. No. 2148958  

---

|* |  | These trademarks were acquired as part of the acquisition of Oak Tree Packaging Corporation. Oak Tree Packaging Corporation merged into Caraustar Custom Packaging Group, Inc.
Evidence of this merger has not been filed with the PTO. Caraustar deems each of these trademarks immaterial and has decided to abandon each mark.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|** |  | Chesapeake Fiber Packaging Corporation changed its name to Caraustar Custom Packaging Group (Maryland), Inc., which then merged into Chesapeake Paperboard Company, which then change
its name to Caraustar Custom Packaging Group (Maryland), Inc. Evidence of these transactions has not been filed with the PTO.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

Trademark Applications



|Record Owner               |  | Mark              |  | Country |  | Status /Serial No.                                               
|-------------------------- |  | ----------------- |  | ------- |  | -----------------------------------------------------------------
|                           |  |                   | 
|Caraustar Industries, Inc. |  | Q-LOCK           |  | US      |  | Serial No. 76/500,254 Filed: 03-24-2003                          
|                           |  |                   | 
|Caraustar Industries, Inc. |  | KONVA-KORE       |  | US      |  | Serial No. 76/510,206 Filed: 04-28-2003                          
|                           |  |                   | 
|Caraustar, G.P.            |  | CARAUSTAR        |  | Canada  |  | Serial No. 1,059,767 Filed: 05-19-2000 Issue Fee Paid: 04-30-2003
|                           |  |                   | 
|Caraustar, G.P.            |  | [Caraustar LOGO] |  | Canada  |  | Serial No. 1,059,769 Filed: 05-19-2000 Issue Fee Paid: 04-30-2003



Copyrights



|Record Owner                              |  | Copyright Title                       |  | Country |  | Status           
|----------------------------------------- |  | ------------------------------------- |  | ------- |  | -----------------
|Chesapeake Fiber Packaging Corporation. * |  | Decorator Bag with Flexographic
Print |  | US      |  | Reg. No. VA208054

---

|* |  | Chesapeake Fiber Packaging Corporation changed its name to Caraustar Custom Packaging Group (Maryland), Inc., which then merged into Chesapeake Paperboard Company, which then change
its name to Caraustar Custom Packaging Group (Maryland), Inc. Caraustar deems this copyright to be immaterial and has decided not to file evidence of these transactions with the U.S. Copyright Office.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Licensing Agreements



1. License Agreement dated as of July 13, 2002 between Caraustar Mill Group, Inc. and Fantasy Factory.



2. Oral License Agreement between Caraustar Mill Group, Inc. and Funskills,
Inc.



3. License Agreement dated as of June 17, 2002 between
Caraustar Mill Group, Inc. and Neil Elliot.



4. License
Agreement dated as of May 14, 2002 between Caraustar Mill Group, Inc. and Bradley J. Bennett.



5. RepelKote®
Contract Manufacturing Agreement by and between Caraustar Industries, Inc. and Bancroft Bag, Inc., dated as of August 14, 2000



---

6. RepelKote® Distribution Agreement between Caraustar Industries, Inc. and Progressive Coatings, Inc., dated as of August 9, 2000



7. RepelKote® Contract Manufacturing Agreement between Caraustar Industries, Inc. and Jefferson
Smurfit Corporation (U.S.) and Stone Container Corporation, dated as of August 4, 2000



8. Revised Master License Agreement between Caraustar Custom Packaging Group, Inc. and Micro Chef, Inc., entered into January 10, 2003



9. Trademark Licensing Agreement, among Caraustar G.P., Caraustar Industries, Inc. and each of its Subsidiaries named
therein, dated as of December 31, 1999 concerning the use of the branding marks



---

SCHEDULE IV

to

SECURITY AGREEMENT



ASSIGNED CONTRACTS



None.



---

SCHEDULE V

to

SECURITY AGREEMENT



COMMERCIAL TORT CLAIMS



|Case Name and Number                                                                                                    |  | Filing Date     |  | Court of Record                                                  
|----------------------------------------------------------------------------------------------------------------------- |  | --------------- |  | -----------------------------------------------------------------
|Caraustar Industries, Inc. and McQueeney Gypsum Co. v. Elcor Corp., Cause No. CV 42,863                                 |  | February 2000   |  | District Court of Midland County, Texas, 142ndJudicial District  
|                                                                                                                        |  |                
|In the Matter of the Estate of Mikeal C. Adams; Before the Clerk, File No. 01E586 (claim by Caraustar Mill Group, Inc.) |  | August 13, 2001 |  | Clerk, Superior Court Division, Cumberland County, North Carolina
|                                                                                                                        |  |                
|In the Matter of the Estate of Mikeal C. Adams; Before the Clerk, File No. 01E586 (claim by Caraustar Industries, Inc.) |  | August 13, 2001 |  | Clerk, Superior Court Division, Cumberland
County, North Carolina