Paul: John Fortunato has advised me that CP has only three (3) issues with the draft which we delivered in November, 2000. The credit issues are: (1) CP financials available online - we'll need their website address (2) CP Threshold for cross default is too low and wish a "higher number" but have not given John any indication of what they want Please let John and Stephanie know the outcome so that we can prepare executable docs. Thanks. P.S. The legal issue was governing law, Texas or NY. CP doesn't care but needs confirmation and possibly explanation.

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Caraustar Industries, Inc. ("CP") ISDA Master Agreement