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                                                                   EXHIBIT 10.18


                                                                  EXECUTION COPY

                      FIFTH AMENDMENT TO GUARANTY AGREEMENT

         This FIFTH AMENDMENT TO GUARANTY AGREEMENT (this "Amendment"), dated as
of June 6, 2002, is made and entered into by and between CARAUSTAR INDUSTRIES,
INC., a North Carolina corporation (the "Guarantor"), and SUNTRUST BANK, a
Georgia banking corporation, formerly known as SunTrust Bank, Atlanta (the
"Lender").

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, the Guarantor executed that certain Guaranty Agreement, dated
as of July 30, 1999, in favor of the Lender, as amended by that certain First
Amendment to Guaranty Agreement dated as of September 29, 2000, that certain
Second Amendment to Guaranty Agreement dated as of March 12, 2001, that certain
Third Amendment to Guaranty Agreement dated as of April 9, 2001 and that certain
Fourth Amendment and Waiver to Guaranty Agreement dated as of January 18, 2002
(as so amended, the "Guaranty Agreement"), pursuant to which the Guarantor
guaranteed 50% of the obligations of Premier Boxboard Limited LLC, a Delaware
limited liability corporation (the "Borrower"), under a certain Amended and
Restated Revolving Credit Agreement dated as of December 18, 2000, as amended by
that certain First Amendment to Revolving Credit Agreement, dated as of March
12, 2001 (as the same may be further amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"; capitalized terms
used herein and not otherwise defined shall have the meanings assigned to such
terms in the Credit Agreement); and

         WHEREAS, the Guarantor has requested that the Lender amend the Guaranty
Agreement in the manner set forth below, and the Lender is willing to do so
subject to the terms and conditions contained herein;

         NOW, THEREFORE, in consideration of the terms and conditions contained
herein, the parties hereto, intending to be legally bound, hereby amend the
Guaranty Agreement and agree as follows:

         1.       Section 7 of the Guaranty Agreement is hereby amended by
inserting the following new Sections in the appropriate numerical order:

                  "SECTION 7.5 INSURANCE. Maintain with insurers of recognized
         responsibility, insurance with respect to its properties and business,
         against loss or damage of the kinds customarily insured against by
         reputable companies in the same or similar businesses, such insurance
         to be of such types and in such amounts reasonably consistent with
         those amounts which are customary for such companies under similar
         circumstances; provided, however, that in any event Guarantor shall use
         its best efforts to maintain, or cause to be maintained, insurance in
         amounts and with coverages not materially less favorable to Guarantor
         as in effect on the date of this Agreement, provided that within ten
         business days after the occurrence of the Collateral Effective Date,
         the Caraustar Administrative Agent shall be named as loss payee, as its
         interest may appear,


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         and/or additional insured with respect to any such insurance providing
         coverage in respect of any Collateral, and each provider of any such
         insurance shall agree, by endorsement upon the policy or policies
         issued by it or by independent instruments furnished to the Caraustar
         Administrative Agent that it will give the Caraustar Administrative
         Agent thirty (30) days prior written notice before any such policy or
         policies shall be altered or canceled.

                  SECTION 7.6       VISITATION, INSPECTION, ETC.

                  (a)      At any time during which no Default or Event of
         Default shall have occurred and be continuing, Guarantor shall permit a
         representative of Lender to visit and inspect any of the property of
         Guarantor, to examine its books of account, records, reports and other
         papers to make extracts therefrom, and to discuss its affairs,
         finances, and accounts with its officers and employees, all at such
         reasonable times, but (unless a Default or Event of Default shall
         occur) not more often than twice during each calendar year, as may be
         reasonably requested.

                  (b)      At any time during which a Default or Event of
                           Default shall have occurred and be continuing,
         Guarantor shall permit a representative of Lender to visit and inspect
         any of the property of Guarantor, to examine its books of accounts,
         records, reports and other papers, to make copies and extracts
         therefrom (so long as, in the reasonable opinion of Guarantor, the
         information to be copied does not constitute proprietary information of
         its business operations), and to discuss its affairs, finances and
         accounts with its officers and employees, all at such reasonable times
         and as often as may be reasonably requested; provided that, after the
         occurrence and during the continuance of an Event of Default, any such
         action shall be at the expense of the Guarantor.

                  (c)      After the occurrence of the Collateral Effective
         Date, Guarantor agrees that the Lender, and its representatives, may
         conduct an annual audit of the Collateral, at the expense of the
         Guarantor.

                  SECTION 7.7 PLEDGED ASSETS. Guarantor will (i) upon the
         occurrence of the Collateral Effective Date, cause all of its Property
         that constitutes (or pursuant to the terms of the Security Agreement is
         intended to constitute) Collateral to be subject at all times to first
         priority, perfected Liens in favor of the Caraustar Administrative
         Agent, for the benefit of the secured parties referred to in the
         Collateral Documents, to secure the Obligations pursuant to the terms
         and conditions of the Collateral Documents, subject in any case to
         Liens permitted under Section 9.2 of the Caraustar Credit Agreement,
         and (ii) deliver, or, in the case of agreements or other documents that
         require the consent of a non-Affiliate of the Guarantor, use
         commercially reasonable efforts to deliver, such other documentation as
         the Caraustar Administrative Agent may reasonably request in connection
         with the foregoing, including, without limitation, appropriate UCC-1
         financing statements, landlord's waivers (subject to Section 8.14 of
         the Caraustar Credit Agreement), certified resolutions and other
         organizational and authorizing documents of such Person, favorable
         opinions of


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         counsel to such Person (which shall cover, among other things, the
         legality, validity, binding effect and enforceability of the
         documentation referred to above and the perfection of the Caraustar
         Administrative Agent Liens thereunder), all in form, content and scope
         reasonably satisfactory to the Caraustar Administrative Agent.

         (b)      SECTION 7.8 FURTHER ASSURANCES REGARDING COLLATERAL.

                           Guarantor shall:

                           (i)      At its expense, from time to time execute
         and deliver, or cause to be executed and delivered, such additional
         instruments, certificates or documents, and take all such actions, as
         the Caraustar Administrative Agent or the Lender may reasonably
         request, for the purposes of implementing or effectuating the
         provisions of this Agreement and the other Credit Documents or, upon
         the occurrence of the Collateral Effective Date, creating or perfecting
         or ensuring the priority or sufficiency or enforceability or
         enforcement of a Lien in favor of the Caraustar Administrative Agent as
         security for the Obligations upon any or all of the Collateral (whether
         owned prior to the Collateral Effective Date or thereafter acquired),
         or more fully perfecting or renewing any such Lien;

                           (ii)     To the extent requested by the Caraustar
         Administrative Agent, at its expense, if the exercise by the Caraustar
         Administrative Agent or Lender of any power, right, privilege or remedy
         pursuant to this Agreement or the other Credit Documents requires any
         consent, approval, recording, qualification or authorization of any
         governmental authority, execute and deliver, or cause the execution and
         delivery of, all applications, certifications, instruments and other
         documents and papers that may be required from the Guarantor or any of
         its Subsidiaries or may reasonably be requested for such governmental
         consent, approval, recording, qualification or authorization; and

                           (iii)    Use its commercially reasonable efforts to
         obtain within sixty days of the Collateral Effective Date (or in the
         case of locations which meet the threshold set forth herein on a date
         subsequent to the Collateral Effective Date, within 60 days of the date
         on which a "Responsible Officer" (as defined in the Caraustar Credit
         Agreement) of the Guarantor becomes aware of such change) such landlord
         waiver and/or warehousemen and bailee letters, as applicable, in form
         and substance satisfactory to the Caraustar Administrative Agent with
         respect to all Collateral located at a leased location or held by a
         warehouseman or bailee to the extent the aggregate value of the
         Collateral at such location exceeds $1,000,000."

         2.       Section 8(c) of the Guaranty Agreement is hereby deleted and
the following is inserted in lieu thereof:

                  "SECTION 8(C) MINIMUM TANGIBLE NET WORTH. At all times after
         the Second Amendment Effective Date, Guarantor will not permit Tangible
         Net


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         Worth (as defined in the Caraustar Credit Agreement) to be less than
         the TNW Floor (as defined in the Caraustar Credit Agreement) plus, as
         of the end of each fiscal quarter, commencing with the end of the first
         fiscal quarter ending after the Second Amendment Effective Date, (i)
         50% of Net Income( as defined in the Caraustar Credit Agreement) (to
         the extent positive) for the fiscal quarter then ended (or, with
         respect to the fiscal quarter in which the JS Industrial Packaging
         Group Acquisition (as defined in the Caraustar Credit Agreement)
         occurs, for the portion of the fiscal quarter occurring after the date
         such acquisition is consummated), such increases to be cumulative, and
         (ii) 100% of the Net Cash Proceeds (as defined in the Caraustar Credit
         Agreement) of Equity Issuances (as defined in the Caraustar Credit
         Agreement) during the fiscal quarter then ended (or, with respect to
         the fiscal quarter in which the JS Industrial Packaging Group
         Acquisition occurs, for the portion of the fiscal quarter occurring
         after the date such acquisition is consummated), such increases to be
         cumulative."

         3.       Section 21 of the Guaranty Agreement is hereby deleted and the
following Section 21 is inserted in lieu thereof:

                  "SECTION 21. RELEVANT INDEBTEDNESS. "Relevant Indebtedness"
         shall mean the indebtedness of the Guarantor embodied in and evidenced
         by (i) the Caraustar Credit Agreement, (ii) the senior notes of the
         Guarantor issued October 8, 1992, in an aggregate principal amount of
         $82,750,000.00 and bearing an interest rate of 7.74% per annum and
         (iii) the notes of the Guarantor issued June 1, 1999, in an aggregate
         principal amount of $200,000,000.00 and bearing an interest rate of
         7.375% per annum, (iv) the senior subordinated notes of the Guarantor,
         due in the year 2011, in the principal amount of $285,000,000, (v) the
         senior Notes of the Guarantor, due in the year 2010, in the principal
         amount of $29 million and (vi) the New Senior Subordinated Notes (as
         such term is defined in the Caraustar Credit Agreement)."

         4.       This Amendment shall be deemed closed when (and only when)
each of the following conditions precedent has been satisfied:

                  (a)      The Lender shall have received from the Guarantor the
         duly executed counterparts of this Amendment; and

                  (b)      The Lender shall have received duly executed
         counterparts to the Second Amendment to the Credit Agreement and all
         conditions precedent contained in Section 3 therein shall be satisfied.

         5.       The amendments to the Guaranty Agreement set forth herein
shall be deemed effective when (and only when) each of the following conditions
precedent has been satisfied:

                  (a)      The satisfaction of each of the conditions set forth
         in Section 4 of this Amendment;


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                  (b)      The conditions precedent contained in Section 4 of
         the Second Amendment to the Credit Agreement shall be satisfied.


         6.       In order to induce the Lender to enter into this Amendment,
the Guarantor represents and warrants to the Lender that after giving effect to
this Amendment, all representations and warranties set forth in Section 6 of the
Guaranty Agreement are true and correct in all material respects and no default
under the covenants contained in Section 7 or 8 of the Guaranty Agreement has
occurred and is continuing. The Guarantor reaffirms and ratifies its obligations
under the Guaranty Agreement after giving effect to this Amendment.

         7.       Except as expressly provided herein, the Guaranty Agreement
shall continue in full force and effect, and the unamended terms and conditions
of the Guaranty Agreement are expressly incorporated herein and ratified and
confirmed in all respects. This Amendment is not intended to be or to create,
nor shall it be construed as, a novation or an accord and satisfaction.

         8.       From and after the date hereof, references to the Guaranty
Agreement shall be references to the Guaranty Agreement as amended hereby.

         9.       This Amendment constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof. Neither this Amendment
nor any provision hereof may be changed, waived, discharged, modified or
terminated orally, but only by an instrument in writing signed by the parties
required to be a party thereto pursuant to the Guaranty Agreement.

         10.      THIS AMENDMENT SHALL BE GOVERNED IN ALL RESPECTS BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA
(WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF).

         11.      This Amendment may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which, taken
together, shall constitute one and the same document, and shall be effective as
of the date first above written.

         12.      Guarantor agrees to reimburse the Lender for the reasonable
fees and expenses of counsel for the Lender in connection with this Amendment.



                  [Remainder of Page Intentionally Left Blank]


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         IN WITNESS WHEREOF, Guarantor and the Lender have caused this Amendment
to be executed as of the date first above written.

                                  GUARANTOR:

                                  CARAUSTAR INDUSTRIES, INC.


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


            [SIGNATURE PAGE TO FIFTH AMENDMENT TO GUARANTY AGREEMENT]



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                                  SUNTRUST BANK, formerly known as
                                  SUNTRUST BANK, ATLANTA


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









            [SIGNATURE PAGE TO FIFTH AMENDMENT TO GUARANTY AGREEMENT]