CARAUSTAR INDUSTRIES INC, 10-Q, EX-10.06, 2000-11-14

CARAUSTAR INDUSTRIES INC
10-Q, EX-10.06, 2000-11-14
PAPERBOARD MILLS

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<PAGE> 1
EXHIBIT 10.06

Caraustar Industries, Inc. ("Caraustar") is a party to a Paperboard
Agreement dated August 20, 1992, as amended, (the "Domtar Paperboard Agreement")
with Domtar Inc., ("DI") and Domtar Gypsum Inc. ("DGI"). Georgia-Pacific
Corporation ("G-P Corp.") has entered into agreements with DI, DGI, and Domtar
Industries, Inc. (collectively, "Domtar") to purchase Domtar's North American
gypsum products business, including gypsum wallboard plants located at Camden,
NJ, Newington, NH, Grand Rapids, MI, Caledonia, ON and Winnipeg, MB (the
"Acquisition"). In order to consummate the transaction, it is contemplated that
immediately prior to the closing the name of DGI will be changed to G-P Gypsum
Corporation ("G-P Gypsum"). It is further expected that G-P Corp. will purchase
the stock of G-P Gypsum from Domtar Industries Inc. and G-P Corp.'s wholly owned
industrial subsidiary, Georgia-Pacific Canada, Inc. ("G-P Canada") will acquire
the Canadian gypsum assets and liabilities of DI. In connection with the
obligations of Caraustar, DI and DGI under the Domtar Paperboard Agreement, and
in order to provide for continuation of supply of paperboard products to certain
gypsum wallboard plants of G-P Gypsum and G-P Canada following closing of the
Acquisition, the parties agree as follows:

1. Effective upon the closing of the Acquisition, the provisions
and obligations of Caraustar and G-P Corp. as stated in Exhibit A (the "G-P
Paperboard Agreement") should immediately go into effect.

2. Effective upon closing of the Acquisition, the Domtar
Paperboard Agreement shall terminate and Caraustar shall release Domtar, G-P
Corp., and their subsidiaries and affiliates from any liability under the Domtar
Paperboard Agreement arising out of or related to the Acquisition, including,
but not limited to the obligations contained in Article 12 of the Domtar
Paperboard Agreement regarding assignment and purchase option.

IN WITNESS WHEREOF, the parties have signed this agreement as of April
10, 1996.

CARAUSTAR INDUSTRIES, INC. DOMTAR INC.

By: /s/ Thomas V. Brown By: [signature illegible]
---------------------------- ----------------------------

GEORGIA-PACIFIC CORPORATION DOMTAR GYPSUM INC.

By: /s/ David R. Fleiner By: [signature illegible]
---------------------------- ----------------------------

<PAGE> 2

Exhibit A
PAPERBOARD AGREEMENT

THIS AGREEMENT, dated this 10th day of April, 1996, is by and between
CARAUSTAR INDUSTRIES, INC., a North Carolina corporation having its principal
office at 3100 Washington Street, Austell, Georgia 30001 ("Caraustar"); AND
GEORGIA-PACIFIC CORPORATION ("G-P") a Georgia corporation having its principal
office at 133 Peachtree Street, Atlanta, Georgia.

BACKGROUND

Caraustar is engaged in the manufacture and sale of certain paperboard
products through its various subsidiaries including Camden Paperboard
Corporation ("Camden"), and Georgia-Pacific is engaged in the manufacture of
gypsum wallboard incorporating paperboard at plants owned by G-P and its various
subsidiaries.

Caraustar and G-P desire to enter into this Agreement to provide for
the purchase and sale of paperboard by Camden and its other subsidiaries to G-P
and its subsidiaries upon the terms and conditions herein set forth.

TERMS

NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Caraustar and G-P agree as follows:

1. Sale and Purchase. As of the Effective Date, as defined in
Section 2 below, Caraustar agrees to manufacture at Camden and to sell and
deliver to G-P and G-P agrees to purchase and accept from Caraustar, various
grades of paperboard as hereinafter specified and as set forth on Schedule A
attached hereto ("Products"), to be used by G-P in the manufacture of gypsum
board products, at the prices and upon the terms and subject to the conditions
hereinafter set forth.

2. Term of Agreement. Caraustar agrees that it will sell, and G-P
agrees to purchase and accept the Products from Caraustar, for a period
beginning on the Effective Date and terminating on August 20, 2005; provided,
however, that upon reaching the termination date and on each anniversary
thereafter, the term of this Agreement shall be automatically extended for one
year, unless, at least three years prior to such termination date or its
anniversary, either party has delivered to the other party written notice of its
election not to extend the term.

The Effective Date of this Agreement is the closing date of G-P's
purchase of the stock and assets comprising the North American gypsum operations
of Domtar Inc., and its subsidiaries (including the wallboard plants listed in
Section 4) pursuant to agreements dated November 8, 1995.

If, at any time after January 1, 1997, G-P receives a bona fide offer
from a paperboard manufacturer (unaffiliated with G-P) to provide G-P with
Products on the same terms and conditions as those in this Agreement (including
quality, volume and the duration of the

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Agreement) but at prices lower than those specified therein, G-P may so notify
Caraustar, and Caraustar, upon verification of such offer to G-P, shall then be
required to either (i) match the prices offered to G-P by the other paperboard
manufacturer, or (ii) permit G-P to terminate this Agreement as of three years
from the date of notification.

If, at any time after January 1, 1997, Caraustar receives a bona fide
offer from a purchaser of gypsum paperboard products to purchase Products on the
same terms and conditions as those in this Agreement (including volume, quality
and duration of the Agreement) but at prices higher than those specified herein,
Caraustar may so notify G-P and G-P, upon verification of such offer to
Caraustar, shall then be required to either (i) match the prices offered to
Caraustar by the other purchaser, or (ii) permit Caraustar to terminate this
Agreement as of three years from the date of notification.

3. 1992 Agreement. G-P's subsidiary, G-P Gypsum Corporation.,
which was formerly known as Domtar Gypsum Inc., and Caraustar are also parties
to an agreement dated August 20, 1992 (the "1992 Agreement"). Upon the Effective
Date, the 1992 Agreement will immediately terminate.

4. Quantity. The quantity of the Products to be manufactured,
sold and delivered by Caraustar and to be purchased and accepted by G-P shall be
100% of the requirements for the Products (other than up to 10 tons per month
for trial runs) of G-P wallboard plants at Camden, New Jersey; Newington, New
Hampshire; 1700 Butterworth Avenue, Grand Rapids, Michigan; Caledonia, Ontario;
and Winnipeg, Manitoba.

If at any time hereafter during the term of this Agreement G-P or any
wholly owned subsidiary operates another wallboard plant, excluding any
wallboard plant owned by G-P or any wholly owned subsidiary as of the day
immediately prior to the Effective Date that is located in that part of North
America that is east of Minneapolis, Minnesota, G-P shall offer Caraustar the
option of adding such plant to the plants listed in this Section 4. If Caraustar
exercises such option, then such wallboard plant will be added to the plants
listed in this Section 4; if Caraustar declines to exercise such option, G-P
shall be free to acquire paperboard for such plant from any supplier.

In the event that G-P permanently ceases operations at any of the
plants listed in this Section 4, in addition to the purchase and supply
obligations for the remaining plants, G-P shall purchase and Caraustar shall
supply during the remaining term of this Agreement an additional annual quantity
of Product equal to the paperboard requirements at the affected plant during the
most recent twelve months immediately prior to ceasing production. However, in
the event that production of wallboard is resumed at the Caledonia West plant,
the quantity of Product purchased at that plant pursuant to this Agreement, may
be used to offset, on a ton-for-ton basis, any additional purchase obligation of
G-P contained in this paragraph. For purposes of this paragraph, any plant
listed in this Section 4 shall be deemed to permanently cease operations if and
when (i) G-P announces that production at that plant has permanently ceased or
temporarily ceased for a period greater than six months (excluding shut-downs
during repair or improvement projects) or (ii) the plant produces no wallboard
for a continuous period of six months for reasons unrelated to any strike or
labor dispute (excluding shut-downs during repair or improvement projects). In
the event that a plant deemed to have ceased operation resumes

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production for a period of three months, that plant will once again be
considered as a plant listed in this Article 4 and G-P's obligation to purchase
an additional quantity of Product shall end.

5. Purchases Orders and Shipments.

(a) On or before the 20th day of each calendar month, G-P shall
deliver to Caraustar its purchase order or orders, written or verbal, specifying
the grade, quantity, shipment date or dates, the destination of the Products to
be shipped by Caraustar during the next succeeding calendar month.

(b) The Products will be manufactured and shipped at Caraustar's
mill at Camden, New Jersey; provided, however, Caraustar reserves the right to
ship the Products from any of its present or future paper mills. Title to
Products sold hereunder shall pass from Caraustar to G-P when placed F.O.B.
carrier at Caraustar's mill and Caraustar shall therein be released from all
responsibility and liability for any loss or damage to the Products or for any
delay in delivery, provided that the Products have been properly prepared for
shipment.

(c) Any provision of either party's invoices, statements, purchase
orders, acknowledgments or other forms which are inconsistent with or in
addition to the provisions of this Agreement shall be of no force or effect
unless specifically assented to in writing by the party to be charged.

6. Quality.

(a) The characteristics of each type of paper will be defined in
the specification shown in Schedule A, including methods of analysis, operating
targets and limits of acceptability. Unique specifications may be required for
individual board plants. These specifications may be changed by mutual written
agreement at any time.

Any significant process changes in paper manufacturing which might
affect paper convertibility or finished board quality will be communicated in
writing prior to receipt of affected productions.

Monthly summaries showing the average and capability indices of the
quality characteristics shown in Schedule A for each G-P plant will be supplied
by Caraustar. Both parties will, at their own expense, engage in regular mutual
activities for verifying test method accuracy.

Caraustar is committed to instituting practices of statistical process
control.

(b) Any controversy or claim arising out of this Agreement with
respect to the quality of the Products shall be settled by arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof. The arbitration shall be
conducted by a single arbitrator selected by mutual agreement of the parties; if
the parties fail to agree upon an arbitrator within 30 days after the initiating
party gives notice to the other party of its demand for arbitration, the
arbitrator shall be appointed in accordance with the Commercial

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Arbitration Rules of the American Arbitration Association. In no event shall a
demand for arbitration be made after the date when institution of legal or
equitable proceedings barred on such claims would be barred by the applicable
statute of limitations.

7. Prices and Terms.

(a) Product prices for each grade are F.O.B. Caraustar's Camden
mill and shall be as listed on Camden price list attached herewith as Schedule
B. If, as provided in Section 5(b), Caraustar ships Products from a mill other
than Camden, G-P shall be required to pay only the normal freight charges for a
like shipment from Camden; provided, however, that if Caraustar ships Products
from its Lockport mill, then G-P shall pay the lesser of the actual freight
charges from Lockport or the normal freight charges from Camden.

(b) (i) Adjustment Dates. The prices shown on Schedule B were
those in effect at the commencement of the 1992 Agreement and were adjusted on
January 1, 1993, January 1, 1994, and on each April 1, July 1, October l and
January 1 thereafter (such dates being hereinafter referred to as "Adjustment
Dates") and will continue to be adjusted on such Adjustment Dates in the manner
specified herein (subject to the special adjustment rules set forth in (vii)
below).

(ii) Base Period. For purposes of this Agreement the "Base
Period" is the fourth calendar quarter of 1991.

(iii) Current Period. For purposes of this Agreement the
"Current Period" is, with respect to any Adjustment Date, the
three-month period that immediately precedes the Adjustment Date.

(iv) Adjustments. As of each Adjustment Date, the prices
shown on Schedule B will be automatically adjusted so that the adjusted
prices will equal the prices shown on Schedule B multiplied by the
Price Index computed for each of the Products with respect to the
Current Period.

(v) Component Costs. The Price Index will be computed
based on percentage changes, between the Base Period and each Current
Period, in four Component Costs (Furnish; Labor; Electricity; and Fuel)
of the operation of the Camden mill. The method of calculation of each
Component Cost for each Current Period is set forth on Schedule 7(b)(v)
attached hereto.

(vi) Price Index. With respect to each Current Period, the
Price Index for each of the Products will equal one (1) plus the sum of
the "Index Values" of each of the Component Costs for that Current
period. With respect to each Component Cost, the "Index Value" for a
Current Period is equal to (a) one-half (.5) of the percentage change
in the Component Cost for the Current Period from the Component Cost of
the Base Period, multiplied by (b) a Weighting Factor. With respect to
Furnish and Labor, the Weighting Factor is .3333; with respect to
Electricity and Fuel, the Weighting Factor is .1667.

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(vii) Special Adjustment Rules. Notwithstanding the
foregoing, in calculating the price adjustment for the January 1, 1993
Adjustment Date, the "Index Values" for Labor, Electricity and Fuel
were zero (0), so that the Price Index will reflect only changes in the
Furnish Component Cost. In calculating the price adjustment for the
first Adjustment Date after the Camden mill begins receiving steam from
Camden Cogen pursuant to its Energy Purchase Agreement, the Index Value
for Fuel were computed solely with respect to that part of the period
that is after Camden has begun receiving steam from Camden Cogen. so
that G-P thereupon gets the full benefit of Camden's fuel cost under
that agreement.

(viii) Calculation and Effectiveness. Caraustar will
calculate the price adjustments provided for herein as soon as possible
after each Adjustment Date. Upon final calculation of the price
adjustment, invoices for all Products shipped since the Adjustment Date
will be retroactively adjusted to reflect the adjusted prices. In
connection with each adjustment Caraustar will provide G-P with a
certificate of the plant controller of Camden as to the Component Costs
and the calculation of the Price Index, and Caraustar will provide G-P
with such supporting documentation as it may reasonably request.

(ix) Base Period Cost Components. The Cost Components for
the Base Period are set forth on Schedule 7(b)(ix) attached hereto.

(x) Formula. Calculations required in this Section for
price adjustments are shown on the attached Schedule 7(b)(x).

(xi) Formula Modification. With respect to the price
adjustments provided for in Section 7(b) for the Adjustment Dates on
July 1, 1994 and thereafter, in computing the Price Index (and the
resulting price adjustment) for Cream Face, the amount used as the
"Base Period" cost for "Furnish" will be the furnish costs of
Caraustar's Buffalo Paperboard Corporation mill in Lockport, New York
(which was the average furnish cost for Cream Face production at the
Buffalo mill for the last four months of 1992), and the "Current
Period" Furnish costs will be those of Caraustar's Buffalo Paperboard
Corporation mill in Lockport, New York, for the production of Cream
Face for the relevant "Current Period."

(c) Caraustar shall render its invoices covering shipments as soon
as practicable after each shipment. Terms of payment are 2%/20 days, net 30 days
after date of invoice.

(d) If Caraustar achieves an average basis weight on the Products
of less than 48 pounds per MSF, then the prices for the Products will be further
adjusted to give G-P the benefit of 25% of the cost savings on Furnish that
result from any reductions in basis weight below 48 pounds per MSF.

8. Claims. G-P shall inspect the Products upon delivery or within
a reasonable time thereafter and shall promptly notify Caraustar if any Product
results in faulty manufacturing or is rejected for failure to conform to
specifications. Products which are not rejected in such inspection and tests
will be considered as having been accepted and as conforming to

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specifications, except as to defects which would not normally be discovered by
such inspections and tests. Caraustar may check Products which G-P so rejects.
Upon verification by Caraustar of nonconformance to specifications, the rejected
Products shall be returned at Caraustar's expense or otherwise adjusted as the
parties may then agree. Claims of latent or hidden defects will be handled
directly between Director - Gypsum Operations of G-P and Caraustar's Senior Vice
President for gypsum products. Caraustar's liability shall be limited to the
value of any nonconforming or otherwise deficient Products furnished by it
hereunder. CARAUSTAR SHALL NOT BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES,
INCLUDING WITHOUT LIMITATION LOST PROFITS.

9. Taxes. In addition to the prices specified in Section 7, G-P
shall pay to Caraustar an amount equal to all sales, use or value added taxes
imposed by any governmental agency or authority, whether by present or future
enactment, upon the sales, shipment, delivery, manufacture or use of the
products sold hereunder, which taxes Caraustar is or shall be required or
permitted to pay or collect.

10. Force Majeure. Neither Caraustar nor G-P shall be liable for
any damages, direct or consequential, arising out of any delay in delivery, or
failure to deliver or accept, any of the Products sold hereunder if such delay
or failure to deliver or accept is due to a cause beyond Caraustar's or G-P's
reasonable control, including but not limited to an act of God, explosion,
accident, fire, drought, flood, strike or other labor trouble, insurrection or
riot, the public enemy, the acts or orders of a governmental unit, or freight
embargo.

11. Insolvency. Should either Caraustar or G-P file a voluntary
bankruptcy petition, commit an act of bankruptcy, make a general assignment for
the benefit of creditors, have a petition for reorganization approved pursuant
to the Federal Bankruptcy Act, or in any other way substantially impair its
ability to perform hereunder, then the other party shall have the right to
immediately terminate this Agreement.

12. Assignment: Purchase Option. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their successors.
This Agreement shall not be assignable in whole or in part by either party
without the written consent of the other, which shall not be unreasonably
withheld. However, such consent shall not be required for any assignment in
whole or in part to a parent, subsidiary or affiliate of the assigning company,
provided that the assigning company remains fully liable for the obligations
arising hereunder. Caraustar may not sell Camden, or its assets, and G-P may not
sell any of its wallboard plants that are specified in Section 4 (or any other
wallboard plant subsequently covered by this Agreement pursuant to Section 4)
unless the purchaser thereof will offer to enter into an agreement for the
purchase or sale of Products on substantially the same terms as set forth
herein, for a term equal to the remaining term of this Agreement, except that in
the case of a purchaser of fewer than all of G-P's wallboard plants specified in
Section 4 the quantity will be 100% of the requirements of that wallboard plant
or plants and the price for the Products will be the prices established by
Caraustar from time to time (but not any time to exceed the prices established
on Caraustar's Sweetwater price list as it may change from time to time).

During the term of this Agreement, Caraustar will not sell or agree to
sell Camden to any third party (unaffiliated with Caraustar) unless it first
offers to G-P the opportunity to buy

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Camden on the same terms and conditions offered by such third party. This right
of first refusal will apply only to transactions in which a third party proposes
to buy Camden (and no other facilities) from Caraustar, and will not apply to
transactions in which a third party proposes to buy Camden together with other
facilities.

During the term of this Agreement, G-P will not sell or agree to sell
any of its wallboard plants listed in Section 4 to any third party (unaffiliated
with G-P) unless it first offers to Caraustar the opportunity to buy such plant
or plants on the same terms and conditions offered by such third party. This
right of first refusal will apply only to transactions in which a third party
proposes to buy one or more of the wallboard plants listed in Section 4 (and no
other facilities) from G-P, and will not apply to transactions in which a third
party proposes to buy one or more of such wallboard plants together with other
G-P facilities.

To the extent that the consideration offered by a third party in such a
transaction includes consideration other than cash, G-P or Caraustar can match
the third party's offer by offering cash in the amount of the fair market value
of such non-cash consideration.

13. Notices. All orders, notices, requests or other
communications hereunder shall be in writing, addressed to Caraustar or G-P at
the following addresses:

Caraustar Industries, Inc.
P. O. Box 115
Austell, Georgia 30001
Attention: Senior Vice President

Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30303
Attention: Vice President-Gypsum Division

The address of either party may be changed by giving notice in writing
at any time to the other party.

14. Insurance.

(a) Caraustar agrees to maintain at all relevant times during the
term of this Agreement, comprehensive general liability insurance with a minimum
combined property damage and bodily injury limit of no less than $2,000,000 per
occurrence. Caraustar shall deliver, upon request by G-P, evidence of such
insurance.

(b) Caraustar hereby agrees to maintain product liability
insurance with such coverage and in such amounts as are customary in the
industry.

15. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to purchase and sale of the above
specified Products for the plants listed in Section 4.

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16. Governing Law. This contract is made in and is performable in
and shall be construed and interpreted in accordance with the laws of the State
of North Carolina. The parties expressly exclude the application of the United
Nations Convention on Contracts for the International Sale of Goods.

CARAUSTAR INDUSTRIES, INC.

By: /s/ Bob Prillaman
-------------------------------------
Its: Senior Vice President

GEORGIA-PACIFIC CORPORATION

By: /s/ David R. Fleiner
-------------------------------------
Its: Vice President

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SCHEDULE A

PRODUCTS

Cream Face
Greyback
Brown Sta-Dri
Green Sta-Dri
Green Sta-Dri 24 tensile
Grey Veneer

All paper products used in wallboard manufacturing by Domtar. Products other
than above to be defined by mutual consent.

Specifications are attached.

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Page 1 of 2
GYPSUM BOARD PAPER
IVORY FACE, HARD SIZED
CARAUSTAR, CAMDEN

PLANTS: Newington, Winnipeg

DESCRIPTION AND USE

Multi-ply waste paper boxboard, used as the face paper on gypsum board.

REQUIRED CHARACTERISTICS

This paper must have adequate physical strength properties in order that the
gypsum board meets the requirements of the applicable CSA and ASTM Standards.
The uniformity of water absorption, high water permeability, resistance to fibre
raising, blemish free uniform colour, and ability to accept all types of normal
decorative finishes are critical. This product must be statistically uniform and
evidence thereof must be provided to the customer. 85% of individual results
must fall within +/- 50% of the range between specification target and any
reject limit for each characteristic.

<TABLE>
<CAPTION>
TEST REJECT REJECT
PHYSICAL PROPERTIES METHOD MINIMUM TARGET MAXIMUM
------------------- ------ ------- ------ --------
<S> <C> <C> <C> <C>
1. TENSILE STRENGTH (lb/in.) T-404 / ASTM D 828
@ 50% R. H. AND 23(degrees)C.

- machine direction 75 to be determined (+ 3 sigma of minimum)

- cross direction 20 to be determined (+ 3 sigma of minimum)

2. MOISTURE CONTENT (Weight %; off machine) 5 7 8

3. BASIS WEIGHT (lbs/msf) T-410 50
ANY PROGRAMMED EFFORTS TO LOWER THE
WEIGHT SHOULD BE COMMUNICATED TO BOARD
PLANTS IN ADVANCE OF PRODUCTION.
4. AVERAGE CALIPER (in.) T-411 / 7103 0.013 0.015 0.017

5. CALIPER DEVIATION FROM AVERAGE (in.),
any point within 4 lineal feet T-411 / 7103 -0.002 +0.002

6. COBB (3 min. @ 49(degrees)C; g/100 Cm2) T-441 / 7116

- face 1.00 1.25 1.50

- core 0.50 0.75 1.00

7. SATURATION (seconds) 7101 150 1200

8. POROSITY (Gurley; s/100 ml) T-460 / 7106 75 150

9. SCUFF TEST MUST CHOOSE METHOD AND FREQUENCY OF TEST

10. PLYBOND (lb/sq. in.) ? 90 ?

11. BRIGHTNESS (Photovolt, viewed
in machine direction) 50 53 ?

12. SMOOTHNESS (Sheffield) 300 380
</TABLE>

<PAGE> 12

Page 2 of 2

GYPSUM BOARD PAPER
IVORY FACE, HARD SIZED
CARAUSTAR, CAMDEN

PLANTS: Newington, Winnipeg

13. COLOR Caraustar and Domtar will agree on acceptable
color range. Thereafter, Caraustar will provide to
Domtar color matched samples that indicate the
extreme ranges of colour that will be sent to each
board plant. These will be replaced on a quarterly
basis to compensate for fading and handling
degradation.

14. FACIAL BLEMISHES No off-colour spots larger than 1/8" diameter.
Maximum of six spots larger than 1/16" diameter per
32 square feet. Hot melt spots or other impurities
which surface from interior plys after conversion are
also included.

15. SPLICES Splices shall be butt-joined with tape across the
full width of the roll, on both sides of the sheet.
The butted ends must align within 1/16" measured
across the roll. Splices and patches shall be as
strong as the sheet itself, unwind without sticking,
and shall be clearly flagged on the same side of the
roll as the identification stencil. No more than
three splices and patches shall be made in one roll.
No splice shall occur within two inches of the
outside of the roll as measured along the diameter of
the roll. At no time shall the average concentration
of splices exceed one per roll on a load by load
basis.

QUALITY DOCUMENTATION

Copies of paper mill test data for specific roll numbers will be made available
to the purchasing plant on request or through on-line computer inquiry when
available. On a monthly basis Caraustar will forward to each Domtar gypsum board
plant an individual summary report indicating average, capability index, and
total number of samples for each tested paper variable and the roll numbers of
all rolls shipped which are represented by the monthly summary.

<TABLE>
<S> <C> <C>
Approvals: __________________________________ (5) ________________________________________
Domtar Marketing Resource Caraustar Marketing

__________________________________ (4) ________________________________________
Domtar Quality Resource Caraustar Quality Resource

__________________________________ (3) ________________________________________
Domtar Business Unit Leader

__________________________________ (2) _________________________________________
Domtar MRT Resource

__________________________________ (1) _________________________________________
Domtar Production Coordinator Caraustar Production Manager
</TABLE>

Numbers indicate desired order of approval from line (1) to line (5). Please
date your signatures.

<PAGE> 13

Page 1 of 2

GYPSUM BOARD PAPER
IVORY FACE, LOW POROSITY, HARD SIZED
CARAUSTAR, CAMDEN

PLANTS: Caledonia East

DESCRIPTION AND USE

Multi-ply waste paper boxboard, used as the face paper on gypsum board.

REQUIRED CHARACTERISTICS

- machine direction 75 to be determined (+ 3 sigma of minimum)

- cross direction 20 to be determined (+ 3 sigma of minimum)

2. MOISTURE CONTENT (Weight %; off machine) 5 7 8

3. BASIS WEIGHT (lbs/msf) T-410 50
ANY PROGRAMMED EFFORTS TO LOWER THE
WEIGHT SHOULD BE COMMUNICATED TO BOARD
PLANTS IN ADVANCE OF PRODUCTION.
4. AVERAGE CALIPER (in.) T-411 / 7103 0.013 0.015 0.017

5. CALIPER DEVIATION FROM AVERAGE (in.),
any point within 4 lineal feet T-411 / 7103 -0.002 +0.002

6. COBB (3 min. @ 49(degrees)C; g/100 Cm2) T-441 / 7116

- face 1.00 1.25 1.50

- core 0.50 0.75 1.00

7. SATURATION (seconds) 7101 150 1200

8. POROSITY (Gurley; s/100 ml) T-460 / 7106 75 110

9. SCUFF TEST MUST CHOOSE METHOD AND FREQUENCY OF TEST

10. PLYBOND (lb/sq. in.) ? 90 ?

11. BRIGHTNESS (Photovolt, viewed
in machine direction) 50 53 ?

12. SMOOTHNESS (Sheffield) 300 380
</TABLE>

<PAGE> 14
Page 2 of 2

GYPSUM BOARD PAPER
IVORY FACE, LOW POROSITY, HARD SIZED
CARAUSTAR, CAMDEN

PLANTS: Caledonia East

13. COLOR Caraustar and Domtar will agree on acceptable color
range. Thereafter, Caraustar will provide to Domtar
color matched samples that indicate the extreme
ranges of colour that will be sent to each board
plant. These will be replaced on a quarterly basis to
compensate for fading and handling degradation.

QUALITY DOCUMENTATION

<TABLE>
<S> <C> <C>
Approvals: __________________________________ (5) ________________________________________
Domtar Marketing Resource Caraustar Marketing

__________________________________ (4) ________________________________________
Domtar Quality Resource Caraustar Quality Resource

__________________________________ (3) ________________________________________
Domtar Business Unit Leader

__________________________________ (2) _________________________________________
Domtar MRT Resource

__________________________________ (1) _________________________________________
Domtar Production Coordinator Caraustar Production Manager
</TABLE>

Numbers indicate desired order of approval from line (1) to line (5). Please
date your signatures.

<PAGE> 15

Page 1 of 2
GYPSUM BOARD PAPER
IVORY FACE, HIGH BOND LINER COBB
CARAUSTAR, CAMDEN

PLANTS: Camden

DESCRIPTION AND USE

Multi-ply waste paper boxboard, used as the face paper on gypsum board.

REQUIRED CHARACTERISTICS

- machine direction 75 to be determined (+ 3 sigma of minimum)

- cross direction 20 to be determined (+ 3 sigma of minimum)

2. MOISTURE CONTENT (Weight %; off machine) 5 7 8

3. BASIS WEIGHT (lbs/msf) T-410 50
ANY PROGRAMMED EFFORTS TO LOWER THE
WEIGHT SHOULD BE COMMUNICATED TO BOARD
PLANTS IN ADVANCE OF PRODUCTION.

4. AVERAGE CALIPER (in.) T-411 / 7103 0.013 0.015 0.017

5. CALIPER DEVIATION FROM AVERAGE (in.),
any point within 4 lineal feet T-411 / 7103 -0.002 +0.002

6. COBB (3 min. @ 49(degrees)C; T-441 / 7116
g/100 Cm2)

- face 1.00 1.25 1.50

- core 1.00 1.25 1.50

7. SATURATION (seconds) 7101 150 1200

8. POROSITY (Gurley; s/100 ml) T-460 / 7106 75 150

9. SCUFF TEST MUST CHOOSE METHOD AND FREQUENCY OF TEST

10. PLYBOND (lb/sq. in.) ? 90 ?

11. BRIGHTNESS (Photovolt, viewed
in machine direction) 50 53 ?

12. SMOOTHNESS (Sheffield) 300 380
</TABLE>

<PAGE> 16
Page 2 of 2

GYPSUM BOARD PAPER
IVORY FACE, HIGH BOND LINER COBB
CARAUSTAR, CAMDEN

PLANTS: Camden

13. COLOR Caraustar and Domtar will agree on acceptable color
range. Thereafter, Caraustar will provide to Domtar
color matched samples that indicate the extreme
ranges of colour that will be sent to each board
plant. These will be replaced on a quarterly basis to
compensate for fading and handling degradation.

QUALITY DOCUMENTATION

<TABLE>
<S> <C> <C>
Approvals: __________________________________ (5) ________________________________________
Domtar Marketing Resource Caraustar Marketing

__________________________________ (4) ________________________________________
Domtar Quality Resource Caraustar Quality Resource

__________________________________ (3) ________________________________________
Domtar Business Unit Leader

__________________________________ (2) _________________________________________
Domtar MRT Resource

__________________________________ (1) _________________________________________
Domtar Production Coordinator Caraustar Production Manager
</TABLE>

Numbers indicate desired order of approval from line (1) to line (5). Please
date your signatures.

<PAGE> 17

Page 1 of 2

GYPSUM BOARD PAPER
IVORY FACE, VERY HIGH BOND LINER COBB
CARAUSTAR, CAMDEN

PLANTS: Grand Rapids

DESCRIPTION AND USE

Multi-ply waste paper boxboard, used as the face paper on gypsum board.

REQUIRED CHARACTERISTICS

This paper must have adequate physical strength properties in order that the
gypsum board meets the requirements of the applicable CSA and ASTM Standards.
The uniformity of water absorption, high water permeability, resistance to fibre
raising, blemish free uniform colour, and ability to accept all types of normal
decorative finishes are critical. Plants using this paper have cold stucco
slurry which is less effective at wetting the paper. This product must be
statistically uniform and evidence thereof must be provided to the customer. 85%
of individual results must fall within +/- 50% of the range between
specification target and any reject limit for each characteristic.

- machine direction 75 to be determined (+ 3 sigma of minimum)

- cross direction 20 to be determined (+ 3 sigma of minimum)

2. MOISTURE CONTENT (Weight %; off machine) 5 7 8

3. BASIS WEIGHT (lbs/msf) T-410 50
ANY PROGRAMMED EFFORTS TO LOWER THE
WEIGHT SHOULD BE COMMUNICATED TO BOARD
PLANTS IN ADVANCE OF PRODUCTION.

4. AVERAGE CALIPER (in.) T-411 / 7103 0.013 0.015 0.017

5. CALIPER DEVIATION FROM AVERAGE (in.),
any point within 4 lineal feet T-411 / 7103 -0.002 +0.002

6. COBB (3 min. @ 49(degrees)C; g/100 Cm2) T-441 / 7116

- face 1.00 1.25 1.50

- core 1.00 1.25 1.50

7. SATURATION (seconds) 7101 150 1200

8. POROSITY (Gurley; s/100 ml) T-460 / 7106 75 150

9. SCUFF TEST MUST CHOOSE METHOD AND FREQUENCY OF TEST

10. PLYBOND (lb/sq. in.) ? 90 ?

11. BRIGHTNESS (Photovolt, viewed
in machine direction) 50 53 ?

12. SMOOTHNESS (Sheffield) 300 380
</TABLE>

<PAGE> 18

Page 2 of 2
GYPSUM BOARD PAPER
IVORY FACE, VERY HIGH BOND LINER COBB
CARAUSTAR, CAMDEN

PLANTS: Grand Rapids

QUALITY DOCUMENTATION

<TABLE>
<S> <C> <C>
Approvals: __________________________________ (5) ________________________________________
Domtar Marketing Resource Caraustar Marketing

__________________________________ (4) ________________________________________
Domtar Quality Resource Caraustar Quality Resource

__________________________________ (3) ________________________________________
Domtar Business Unit Leader

__________________________________ (2) _________________________________________
Domtar MRT Resource

__________________________________ (1) _________________________________________
Domtar Production Coordinator Caraustar Production Manager
</TABLE>

Numbers indicate desired order of approval from line (1) to line (5). Please
date your signatures.

<PAGE> 19

Page 1 of 2

GYPSUM BOARD PAPER
GREY BACK, HIGH BOND LINER COBB
CARAUSTAR, CAMDEN

PLANTS: Newington, Camden, Caledonia East, Savannah

DESCRIPTION AND USE

Multi-ply waste paper boxboard, used as the back paper on gypsum board.

REQUIRED CHARACTERISTICS

This paper must have a controlled coefficient of friction and adequate physical
strength properties in order that the gypsum board meets the requirements of the
applicable CSA and ASTM Standards. The uniformity of water absorption, higher
bond liner water absorption than normal, and high water permeability are
critical to conversion. This product must be statistically uniform and evidence
thereof must be provided to the customer. Where a given Domtar gypsum board
plant is to receive greyback from more than one Caraustar paper mill, the
multiple sources should have average values of the variables listed below that
are within one standard deviation of the normal supply. 85% of individual
results must fall within +/- 50% of the range between the specification target
and any reject limit for each characteristic.

- machine direction 75 to be determined (+ 3 sigma of minimum)

- cross direction 20 to be determined (+ 3 sigma of minimum)

2. MOISTURE CONTENT (Weight %; off machine) 5 7 8

3. BASIS WEIGHT (lbs/msf) T-410 50
ANY PROGRAMMED EFFORTS TO LOWER THE BASIS
WEIGHT SHOULD BE COMMUNICATED TO BOARD
PLANTS IN ADVANCE OF PRODUCTION.

4. AVERAGE CALIPER (in.) T-411 / 7103 0.012 0.015 0.017

5. CALIPER DEVIATION FROM AVERAGE (in.),
any point within 4 lineal feet T-411 / 7103 -0.002 +0.002

6. COBB (3 min. @ 49 degrees C; g/100 Cm2) T-441 / 7116

- face 0.50 0.75 1.00

- core 1.00 1.25 1.50

7. SATURATION (seconds) 7101 150 1200

8. POROSITY (Gurley; s/100 ml) T-460 / 7106 55 100

9. SLIDING FRICTION TEST MUST CHOOSE METHOD AND FREQUENCY

10. PLY BOND (lb/sq. in.) ? 90 ?
</TABLE>

<PAGE> 20

Page 2 of 2

GYPSUM BOARD PAPER
GREY BACK, HIGH BOND LINER COBB
CARAUSTAR, CAMDEN

PLANTS: Newington, Camden, Caledonia East, Savannah

11. SPLICES Splices shall be butt-joined with tape across the
full width of the roll, on both sides of the sheet.
The butted ends must align within 1/16" measured
across the roll. Splices and patches shall be as
strong as the sheet itself, unwind without sticking,
and shall be clearly flagged on the same side of the
roll as the identification stencil. No more than
three splices and patches shall be made in one roll.
No splice shall occur within two inches of the
outside of the roll as measured along the diameter of
the roll. At no time shall the average concentration
of splices exceed one per roll on a load by load
basis.

QUALITY DOCUMENTATION

Copies of paper mill test data for specific roll numbers will be made available
to the purchasing plant on request or through on-line computer inquiry when
available. On a monthly basis Caraustar will forward to each Domtar gypsum board
plant an individual quality summary report indicating average, capability index,
and total number of samples for each tested paper variable and the roll numbers
of all rolls shipped which are represented by the monthly summary.

<TABLE>
<S> <C> <C>
Approvals: __________________________________ (5) ________________________________________
Domtar Marketing Resource Caraustar Marketing

__________________________________ (4) ________________________________________
Domtar Quality Resource Caraustar Quality Resource

__________________________________ (3) ________________________________________
Domtar Business Unit Leader

__________________________________ (2) _________________________________________
Domtar MRT Resource

__________________________________ (1) _________________________________________
Domtar Production Coordinator Caraustar Production Manager
</TABLE>

Numbers indicate desired order of approval from line (1) to line (5). Please
date your signatures.

<PAGE> 21
Page 1 of 2

GYPSUM BOARD PAPER
GREYBACK, VERY HIGH BOND LINER COBB
CARAUSTAR, CAMDEN

PLANTS: Grand Rapids, Winnipeg

DESCRIPTION AND USE

Multi-ply waste paper boxboard, used as the back paper on gypsum board.

REQUIRED CHARACTERISTICS

This paper must have a controlled coefficient of friction and adequate physical
strength properties in order that the gypsum board meets the requirements of the
applicable CSA and ASTM Standards. The uniformity of water absorption, higher
bond liner water absorption than normal, and high water permeability are
critical to conversion. Plants using this paper have cold stucco slurry which is
less effective at wetting the paper. This product must be statistically uniform
and evidence thereof must be provided to the customer. Where a given Domtar
gypsum board plant is to receive greyback from more than one Caraustar paper
mill, the multiple sources should have average values of the variables listed
below that are within one standard deviation of the normal supply. 85% of
individual results must fall within +/- 50% of the range between the
specification target and any reject limit for each characteristic.

- machine direction 75 to be determined (+ 3 sigma of minimum)

- cross direction 20 to be determined (+ 3 sigma of minimum)
2. MOISTURE CONTENT (Weight %; off machine) 5 7 8
3. BASIS WEIGHT (lb/msf) T-410 50
ANY PROGRAMMED EFFORTS TO LOWER BASIS WEIGHT SHOULD BE
COMMUNICATED TO BOARD PLANTS IN ADVANCE OF PRODUCTION.
4. AVERAGE CALIPER (in.) T-411 / 7103 0.012 0.015 0.018
5. CALIPER DEVIATION FROM AVERAGE (in.),
any point within 4 lineal feet T-411 / 7103 -0.002 +0.002
6. COBB (3 min. @ 49(degrees)C; g/100 Cm(2) T-441 / 7116

- face 0.50 0.75 1.00

- core 1.40 1.60 2.00
7. SATURATION (seconds) 7101 150 1200
8. POROSITY (Gurley; s/100 ml) T-460 / 7106 55 120
9. SLIDING FRICTION TEST
MUST CHOOSE METHOD AND FREQUENCY
10. PLY BOND (lb/sq. in.) ? 90 ?
</TABLE>

<PAGE> 22

Page 2 of 2

GYPSUM BOARD PAPER
GREYBACK, VERY HIGH BOND LINER COBB
CARAUSTAR, CAMDEN

PLANTS: Grand Rapids, Winnipeg

11. SPLICES Splices shall be butt-joined with tape across the full width of
the roll, on both sides of the sheet. The butted ends must align
within 1/16" measured across the roll. Splices and patches shall
be as strong as the sheet itself, unwind without sticking, and
shall be clearly flagged on the same side of the roll as the
identification stencil. No more than three splices and patches
shall be made in one roll. No splice shall occur within two inches
of the outside of the roll as measured along the diameter of the
roll. At no time shall the average concentration of splices exceed
one per roll on a load by load basis.

QUALITY DOCUMENTATION

Copies of paper mill test data for specific roll numbers will be made available
to the purchasing plant on request or through on-line computer inquiry when
available. On a monthly basis Caraustar will forward to each Domtar gypsum board
plant an individual quality summary report indicating average, capability index,
and total number of samples for each tested paper variable and the roll numbers
of all rolls shipped which are represented by the monthly summary.

<TABLE>
<S> <C>
Approvals: (5)
-------------------------------------- ----------------------------------------
Domtar Marketing Resource Caraustar Marketing

(4)
-------------------------------------- ----------------------------------------
Domtar Quality Resource Caraustar Quality Resource

(3)
-------------------------------------- ----------------------------------------
Domtar Business Unit Leader

(2)
-------------------------------------- ----------------------------------------
Domtar MRT Resource

(1)
-------------------------------------- ----------------------------------------
Domtar Production Coordinator Caraustar Production Manager
</TABLE>

Numbers indicate desired order of approval from line (1) to line (5). Please
date your signatures.

<PAGE> 23

Page 1 of 2

GYPSUM BOARD PAPER
GREEN SHAFTLINER
CARAUSTAR, CAMDEN

PLANTS: Newington

DESCRIPTION AND USE

Green multi-ply waste paper boxboard, used as the face and back paper on
shaftliner gypsum board.

REQUIRED CHARACTERISTICS

This paper must have adequate physical strength properties in order that the
gypsum board meets the requirements of the applicable CSA, ASTM, and fire code
rating standards. The uniformity of water absorption from the core side, and
high water permeability are critical to conversion. This product must be
statistically uniform and evidence thereof must be provided to the customer. 85%
of individual results must fall within +/- 50% of the range between the
specification target and any reject limit for each characteristic.

- machine direction 77 to be determined (+ 3 sigma of minimum)

- cross direction 23 to be determined (+ 3 sigma of minimum)
2. MOISTURE CONTENT (Weight %; off machine) 5 7 8
3. BASIS WEIGHT (lbs/msf) T-410 54
ANY PROGRAMMED EFFORTS TO LOWER BASIS WEIGHT SHOULD BE
COMMUNICATED TO BOARD PLANTS IN ADVANCE OF PRODUCTION.
4. AVERAGE CALIPER (in.) T-411 / 7103 0.015 0.017 0.019
5. CALIPER DEVIATION FROM AVERAGE (in.),
any point within 4 lineal feet T-411 / 7103 -0.002 +0.002

6. COBB (3 min. @ 49 degrees C; g/100 Cm(2) T-441 / 7116

- face 0.60 0.90

- core 0.50 0.75 1.00
7. SATURATION (seconds) 7101 150 1200
8. POROSITY (Gurley; s/100 ml) T-460 / 7106 70 110
9. PLYBOND (lb/sq. in.) ? 90 ?
</TABLE>

<PAGE> 24

Page 2 of 2

GYPSUM BOARD PAPER
GREEN SHAFTLINER
CARAUSTAR, CAMDEN

PLANTS: Newington

10. COLOUR Caraustar to specify dye manufacturer product code and
concentration in lbs/msf. Thereafter, Caraustar will provide to
Domtar color matched samples that indicate the extreme ranges of
color that will be sent to each board plant. These will be
replaced on a quarterly basis to compensate for fading and
handling degradation.

11. SPLICES Splices shall be butt-joined with tape across the full width of
the roll, on both sides of the sheet. The butted ends must align
within 1/16" measured across the roll. Splices and patches shall
be as strong as the sheet itself, unwind without sticking, and
shall be clearly flagged on the same side of the roll as the
identification stencil. No more than three splices and patches
shall be made in one roll. At no time shall the average
concentration of splices exceed one per roll on a load by load
basis.

QUALITY DOCUMENTATION

Copies of paper mill test data for specific roll numbers will be made available
to the purchasing plant on request or through on-line computer inquiry when
available. On a monthly basis Caraustar will forward to each Domtar gypsum board
plant an individual quality summary report indicating average, capability index,
total number of samples for each tested paper variable and the roll numbers of
all rolls shipped which are represented by the monthly summary.

<TABLE>
<S> <C>
Approvals: (5)
-------------------------------------- ----------------------------------------
Domtar Marketing Resource Caraustar Marketing

(4)
-------------------------------------- ----------------------------------------
Domtar Quality Resource Caraustar Quality Resource

(3)
-------------------------------------- ----------------------------------------
Domtar Business Unit Leader

(2)
-------------------------------------- ----------------------------------------
Domtar MRT Resource

(1)
-------------------------------------- ----------------------------------------
Domtar Production Coordinator Caraustar Production Manager
</TABLE>

Numbers indicate desired order of approval from line (1) to line (5). Please
date your signatures.

<PAGE> 25

Page 1 of 2

GYPSUM BOARD PAPER
BLUE VENEER
CARAUSTAR, CAMDEN

PLANTS: Grand Rapids, Newington

DESCRIPTION AND USE

Blue multi-ply waste paper boxboard, used as the face paper on gypsum base for
veneer plaster.

REQUIRED CHARACTERISTICS

This paper must have uniform high water absorption (suction) through the face
and adequate physical strength properties in order that the gypsum board meets
the requirements of the applicable CSA and ASTM Standards. The uniformity of
water absorption from the core side, and high water permeability are critical to
conversion. This product must be statistically uniform and evidence thereof must
be provided to the customer. 85% of individual results must fall within +/- 50%
of the range between the specification target and any reject limit for each
characteristic.

- machine direction 75 Target to be determined (+ 3 sigma of min.)

- cross direction 20 Target to be determined (+ 3 sigma of min.)

2. MOISTURE CONTENT (Weight %; off machine)
5 7 8
3. BASIS WEIGHT (lbs/msf)
T-410 60
ANY PROGRAMMED EFFORTS TO LOWER BASIS WEIGHT SHOULD BE
COMMUNICATED TO BOARD PLANTS IN ADVANCE OF PRODUCTION.
4. AVERAGE CALIPER (in.) T-411 / 7103 0.015 0.018 0.021
5. CALIPER DEVIATION FROM AVERAGE (in.),
any point within 4 lineal feet T-411 / 7103 -0.002 +0.002
6. COBB (3 min. @ 49 degrees C; g/100 Cm(2) T-441 / 7116

- face 4.00 4.50 5.50

- core 0.50 0.75 1.00
7. SATURATION (seconds) 7101 100 1200
8. POROSITY (Gurley; s/100 ml) T-460 / 7106 65 125
9. PLYBOND (lb/sq. in.) 90 ?
</TABLE>

<PAGE> 26

Page 2 of 2

GYPSUM BOARD PAPER
BLUE VENEER
CARAUSTAR, CAMDEN

PLANTS: Grand Rapids, Newington

10. COLOUR Caraustar to specify dye manufacturer product code and
concentration in lbs/msf. Caraustar will make a new color standard
each run. Caraustar will normally run this product once/month (in
every second cycle after ivory).

11. SPLICES Splices shall be butt-joined with tape across the full width of
the roll, on both sides of the sheet. Edges of the paper are to be
carefully lined up on each side of the splice, so that the edges
are not off-set more than 1/16". Splices and patches shall be as
strong as the sheet itself, unwind without sticking, and shall be
clearly flagged on the same side of the roll as the identification
stencil. No more than three splices or patches shall be made in
one roll, and no splice shall occur within two inches of the
outside of the roll, as measured along the diameter of the roll.
At no time shall the average concentration of splices exceed one
per roll on a load by load basis.

12. WRAPPING All veneer rolls will be stretch wrapped along the curve of the
roll.

QUALITY DOCUMENTATION

Copies of paper mill test data for specific roll numbers will be made available
to the purchasing plant on request or through on-line computer inquiry. On a
monthly basis Caraustar will forward to each Domtar gypsum board plant an
individual quality summary report indicating average, capability index, and
total number of samples for each tested paper variable and the roll numbers of
all rolls shipped which are represented by the monthly summary.

<TABLE>
<S> <C>
Approvals: (5)
-------------------------------------- ----------------------------------------
Domtar Marketing Resource Caraustar Marketing

(4)
-------------------------------------- ----------------------------------------
Domtar Quality Resource Caraustar Quality Resource

(3)
-------------------------------------- ----------------------------------------
Domtar Business Unit Leader

(2)
-------------------------------------- ----------------------------------------
Domtar MRT Resource

(1)
-------------------------------------- ----------------------------------------
Domtar Production Coordinator Caraustar Production Manager
</TABLE>

Numbers indicate desired order of approval from line (1) to line (5). Please
date your signatures.

<PAGE> 27

Page 1 of 2

GYPSUM BOARD PAPER
BROWN SHEATHING, VERY HIGH BOND LINER COBB
CARAUSTAR, CAMDEN

PLANTS: Grand Rapids

DESCRIPTION AND USE

Brown multi-ply waste paper boxboard, used as the back paper on green interior
grade moisture resistant gypsum board and both sides of gypsum sheathing boards.

REQUIRED CHARACTERISTICS

This paper must have minimal water absorption through the face and adequate
physical strength properties in order that the gypsum board meets the
requirements of the applicable CSA and ASTM Standards. The uniformity of water
absorption from the core side, and high water permeability are critical to
conversion. Plants using this paper have cold stucco slurry which is less
effective at wetting the paper. This product must be statistically uniform and
evidence thereof must be provided to the customer. 85% of results must fall
within +/- 50% of the range between the specification target and any reject
limit for each individual characteristic.

- machine direction 75 Target to be determined (+ 3 sigma of min.)

- cross direction 20 Target to be determined (+ 3 sigma of min.)
2. MOISTURE CONTENT (Weight %; off machine) 5 7 8
3. BASIS WEIGHT (lbs/msf) T-410 50
ANY PROGRAMMED EFFORTS TO LOWER BASIS WEIGHT SHOULD BE
COMMUNICATED TO BOARD PLANTS IN ADVANCE OF PRODUCTION.
4. AVERAGE CALIPER (in.) T-411 / 7103 0.012 0.018
5. CALIPER DEVIATION FROM AVERAGE (in.),
any point within 4 lineal feet T-411 / 7103 -0.002 +0.002
6. COBB (3 min. @ 49 degreesC; T-441 / 7116
g/100 Cm(2)

- face 0.35 0.60

- core 1.40 1.60 2.00
7. SATURATION (seconds) 7101 150 1200
8. POROSITY (Gurley; s/100 ml) T-460 / 7106 55 110
9. PLYBOND (lb/sq. in.) 90
</TABLE>

<PAGE> 28
Page 2 of 2

GYPSUM BOARD PAPER
BROWN SHEATHING, VERY HIGH BOND LINER COBB
CARAUSTAR, CAMDEN

PLANTS: Grand Rapids

10. COLOUR Caraustar to use Michleman Domtar Brown or equivalent.
This is a medium tan brown. Adequate reflectance is
essential for proper operation of photo eyes in board
handling equipment.

11. SLIDING FRICTION A METHOD AND FREQUENCY OF TESTING NEEDS TO BE
DETERMINED

12. SPLICES Splices shall be butt-joined with tape across the full
width of the roll, on both sides of the sheet. Edges of
the paper are to be carefully lined up on each side of
the splice, so that the edges are not off-set more than
1/16". Splices and patches shall be as strong as the
sheet itself, unwind without sticking, and shall be
clearly flagged on the same side of the roll as the
identification stencil. No more than three splices or
patches shall be made in one roll, and no splice shall
occur within 2 inches of the outside of the roll, as
measured along the diameter of the roll. At no time
shall the average concentration of splices exceed one
per roll on a load by load basis.

NOTE: THIS PRODUCT IS THE VERY HIGH BOND LINER COBB GREYBACK BASE
SHEET WITH SURFACE DYE AND SIZE COATING AT THE STACK.

QUALITY DOCUMENTATION

Copies of paper mill test data for specific roll numbers will be made available
to the purchasing plant on request or through on-line computer inquiry when
available. On a monthly basis Caraustar will forward to each Domtar gypsum board
plant an individual quality summary report indicating average, capability index,
and total number of samples for each tested paper variable and the roll numbers
of all rolls shipped which are represented by the monthly summary.

<TABLE>
<S> <C>
Approvals: (5)
-------------------------------------- ----------------------------------------
Domtar Marketing Resource Caraustar Marketing

(4)
-------------------------------------- ----------------------------------------
Domtar Quality Resource Caraustar Quality Resource

(3)
-------------------------------------- ----------------------------------------
Domtar Business Unit Leader

(2)
-------------------------------------- ----------------------------------------
Domtar MRT Resource

(1)
-------------------------------------- ----------------------------------------
Domtar Production Coordinator Caraustar Production Manager
</TABLE>

Numbers indicate desired order of approval from line (1) to line (5). Please
date your signatures.

<PAGE> 29

Page 1 of 2
GYPSUM BOARD PAPER
BROWN SHEATHING
CARAUSTAR, CAMDEN

PLANTS: Newington, Camden, Winnipeg,
Caledonia East and Savannah

DESCRIPTION AND USE

Brown multi-ply waste paper boxboard, used as the back paper on green interior
grade moisture resistant gypsum board and both sides of gypsum sheathing boards.

REQUIRED CHARACTERISTICS

This paper must have minimal water absorption through the face and adequate
physical strength properties in order that the gypsum board meets the
requirements of the applicable CSA and ASTM Standards. The uniformity of water
absorption from the core side, and high water permeability are critical to
conversion. This product must be statistically uniform and evidence thereof must
be provided to the customer. 85% of results must fall within +/- 50% of the
range between the specification target and any reject limit for each
characteristic.

- machine direction 75 Target to be determined (+ 3 sigma of min.)
- cross direction 20 Target to be determined (+ 3 sigma of min.)
2. MOISTURE CONTENT (Weight %; off machine) 5 7 8
3. BASIS WEIGHT (lb/asf) T-410 50
ANY PROGRAMMED EFFORTS TO LOWER BASIS WEIGHT SHOULD BE
COMMUNICATED TO BOARD PLANTS IN ADVANCE OF PRODUCTION.
4. AVERAGE CALIPER (in.) T-411 / 7103 0.012 0.018
5. CALIPER DEVIATION FROM AVERAGE T-411 / 7103 -0.002 +0.002
(in.), any point within 4
lineal feet
6. COBB (3 min. @ 49 degrees C; T-441 / 7116
g/100 cm(2)
- face 0.35 0.60
- core 1.00 1.25 1.50
7. SATURATION (s) 7101 150 1200
8. POROSITY (Gurley; s/100 ml) T-460 / 7106 55 110
9. PLYBOND (lb/sq. in) 90
</TABLE>

<PAGE> 30
Page 2 of 2
GYPSUM BOARD PAPER
BROWN SHEATHING
CARAUSTAR, CAMDEN

PLANTS: Newington, Camden, Winnipeg,
Caledonia East and Savannah

10. COLOUR Caraustar to use Michleman Domtar Brown or equivalent
for Camden, Caledonia, and Winnipeg. This is a medium
tan brown. Adequate reflectance is essential for proper
operation of photo eyes in board handling equipment.
Newington and Savannah are to receive a much darker dye
which was traditionally supplied by Sweetwater Austell.
Camden mill should specify this colour.

11. SLIDING FRICTION A METHOD AND FREQUENCY OF TESTING NEEDS TO BE
DETERMINED

12. SPLICES Splices shall be butt-joined with tape across the full
width of the roll, on both sides of the sheet. Edges of
the paper are to be carefully lined/up on each side of
the splice, so that the edges are not off-set more than
1/16". Splices and patches shall be as strong as the
sheet itself, unwind without sticking, and shall be
clearly flagged on the same side of the roll as the
identification stencil. No more than three splices or
patches shall be made in one roll, and no splice shall
occur within 2 inches of the outside of the roll, as
measured along the diameter of the roll. At no time
shall the average concentration of the splices exceed
one per roll on a load by load basis.

NOTE: THIS PRODUCT IS THE HIGH BOND LINER COBB GREYBACK BASE SHEET
WITH SURFACE DYE AND SIZE COATING AT THE STACK.

QUALITY DOCUMENTATION

Copies of paper mill test data for specific roll numbers will be made available
to the purchasing plant on request or through on-line computer inquiry when
available. On a monthly basis Caraustar will forward to each Domtar gypsum board
plant an individual quality summary report indicating average, capability index,
and total number of samples for each tested paper variable and the roll numbers
of all rolls shipped which are represented by the monthly summary.

<TABLE>
<S> <C>
Approvals: (5)
-------------------------------------- ----------------------------------------
Domtar Marketing Resource Caraustar Marketing

(4)
-------------------------------------- ----------------------------------------
Domtar Quality Resource Caraustar Quality Resource

(3)
-------------------------------------- ----------------------------------------
Domtar Business Unit Leader

(2)
-------------------------------------- ----------------------------------------
Domtar MRT Resource

(1)
-------------------------------------- ----------------------------------------
Domtar Production Coordinator Caraustar Production Manager
</TABLE>

Numbers indicate the desired order of approval from (1) to (5). Please date your
signatures.

<PAGE> 31

Page 1 of 2
GYPSUM BOARD PAPER
GREEN MOISTURE-GUARD
CARAUSTAR, CAMDEN

PLANTS: Newington, Camden, Winnipeg,
Caledonia East

DESCRIPTION AND USE

Green multi-ply waste paper boxboard, used as the face paper on moisture
resistant gypsum board.

REQUIRED CHARACTERISTICS

This paper must have minimal water absorption through the face and adequate
physical strength properties in order that the gypsum board meets the
requirements of the applicable CSA and ASTM Standards. The uniformity of water
absorption from the core side, and high water permeability are critical to
conversion. This product must be statistically uniform and evidence thereof must
be provided to the customer. 85% of individual results must fall within +/- 50%
of the range between the specification target and any reject limit for each
characteristic.

<TABLE>
<CAPTION>
TEST REJECT REJECT
PHYSICAL PROPERTIES METHOD MINIMUM TARGET MAXIMUM
------------------- ------ ------- ------ -------
<S> <C> <C> <C> <C>
1. TENSILE STRENGTH lb/in T-404 / ASTM D 828
@ 50% R. H. AND 23 degrees C.
- machine direction 75 Target to be determined ( + 3 sigma of min.)
- cross direction 20 Target to be determined ( + 3 sigma of min.)
2. MOISTURE CONTENT (Weight %; off machine) 5 7 8
3. BASIS WEIGHT (lbs/asf) T-410 52
ANY PROGRAMMED EFFORTS TO LOWER BASIS WEIGHT SHOULD BE
COMMUNICATED TO BOARD PLANTS IN ADVANCE OF PRODUCTION.
4. AVERAGE CALIPER (in.) T-411 / 7103 0.013 0.015 0.017
5. CALIPER DEVIATION FROM AVERAGE T-411 / 7103 -0.002 +0.002
(in.), any point within 4
lineal feet
6. COBB (3 min. @49(degree)C; g/100 cs(2) T-441 / 7116
- face 0.40 0.60 0.90
- core 1.00 1.25 1.50
7. SATURATION (seconds) 7101 150 1200
8. POROSITY (Gurley; s/100 ml) T-460 / 7106 55 110
9. PLYBOND (lb/sq in) 90 ?
</TABLE>

10. COLOUR Caraustar to specify dye manufacturer product code and
concentration in lbs/msf. Thereafter, Caraustar will
provide to Domtar color matched samples that indicate
the extreme ranges of color that will be sent to each
board plant. These will be replaced on a quarterly
basis to compensate for fading and handling
degradation.

<PAGE> 32

Page 2 of 2
GYPSUM BOARD PAPER
GREEN MOISTURE-GUARD
CARAUSTAR, CAMDEN

PLANTS: Newington, Camden, Winnipeg,
Caledonia East

11. FACIAL BLEMISHES No off-colour spots larger than 1/8" diameter. Maximum
of six spots larger than 1/16th diameter per 32 square
feet. Hot melt spots or other impurities which surface
from interior plys after conversion are also included.

12. SPLICES Splices shall be butt-joined with tape across the full
width of the roll, on both sides of the sheet. Edges of
the paper are to be carefully lined up on each side of
the splice, so that the edges are not off-set more than
1/16 ". Splices and patches shall be as strong as the
sheet itself, unwind without sticking, and shall be
clearly flagged on the same side of the roll as the
identification stencil. No more than three splices or
patches shall be made in one roll, and no splice shall
occur within two inches of the outside of the roll, as
measured along the diameter of the roll. At no time
shall the average concentration of splices exceed one
per roll on a load by load basis.

QUALITY DOCUMENTATION

Copies of paper mill test data for specific roll numbers will be made available
to the purchasing plant on request or through on-line computer inquiry when
available. On a monthly basis Caraustar will forward to each Domtar gypsum board
plant an individual quality summary report indicating average, capability index,
total number of samples for each tested paper variable and the roll numbers of
all rolls shipped which are represented by the monthly summary.

<TABLE>
<S> <C>
Approvals: (5)
-------------------------------------- ----------------------------------------
Domtar Marketing Resource Caraustar Marketing

(4)
-------------------------------------- ----------------------------------------
Domtar Quality Resource Caraustar Quality Resource

(3)
-------------------------------------- ----------------------------------------
Domtar Business Unit Leader

(2)
-------------------------------------- ----------------------------------------
Domtar MRT Resource

(1)
-------------------------------------- ----------------------------------------
Domtar Production Coordinator Caraustar Production Manager
</TABLE>

Numbers indicate the desired order of approval from (1) to (5). Please date your
signatures.

<PAGE> 33

Page 1 of 2

GYPSUM BOARD PAPER
GREEN MOISTURE-GUARD, VERY HIGH BOND LINER COBB
CARAUSTAR, CAMDEN

PLANTS: Grand Rapids

DESCRIPTION AND USE

Green multi-ply waste paper boxboard, used as the face paper on moisture
resistant gypsum board.

REQUIRED CHARACTERISTICS

This paper must have minimal water absorption through the face and adequate
physical strength properties in order that the gypsum board meets the
requirements of the applicable CSA and ASTM Standards. The uniformity of water
absorption from the core side, and high water permeability are critical to
conversion. Plants using this paper have cold stucco slurry which is less
effective at wetting the paper. This product must be statistically uniform and
evidence thereof must be provided to the customer. 85% of individual results
must fall within +/- 50% of the range between the specification target and any
reject limit for each characteristic.

<TABLE>
<CAPTION>
TEST REJECT REJECT
PHYSICAL PROPERTIES METHOD MINIMUM TARGET MAXIMUM
------------------- ------ ------- ------ -------
<S> <C> <C> <C> <C>
1. TENSILE STRENGTH lb/in T-404 / ASTM D 828
@ 50% R. H. AND 23 degrees C.
- machine direction 75 Target to be determined (+ 3 sigma of min.)
- cross direction 20 Target to be determined (+ 3 sigma of min.)
2. MOISTURE CONTENT (Weight %; off machine) 5 7 8
3. BASIS WEIGHT (lbs/asf) T-410 52
ANY PROGRAMMED EFFORTS TO LOWER BASIS WEIGHT SHOULD BE
COMMUNICATED TO BOARD PLANTS IN ADVANCE OF PRODUCTION.
4. AVERAGE CALIPER (in.) T-411 / 7103 0.013 0.015 0.017
5. CALIPER DEVIATION FROM AVERAGE T-411 / 7103 -0.002 +0.002
(in.), any point within 4
lineal feet
6. COBB (3 min. @ 49(degree)C; g/100 cm(2) T-441 / 7116
- face 0.40 0.60 0.90
- core 1.40 1.70 2.00
7. SATURATION (seconds) 7101 150 1200
8. POROSITY (Gurley; s/100 ml) T-460 / 7106 55 110
9. PLYBOND (lb/sq in) 90 ?
</TABLE>

10.COLOUR Caraustar to specify dye manufacturer product code and
concentration in lbs/msf. Thereafter, Caraustar will
provide to Domtar color matched samples that indicate
the extreme ranges of color that will be sent to each
board plant. These will be replaced on a quarterly
basis to compensate for fading and handling
degradation.
<PAGE> 34

Page 2 of 2

GYPSUM BOARD PAPER
GREEN MOISTURE-GUARD, VERY HIGH BOND LINER COBB
CARAUSTAR, CAMDEN

PLANTS: Grand Rapids

11. FACIAL BLEMISHES No off-colour spots larger than 1/8" diameter. Maximum
of six spots larger than 1/16" diameter per 32 square
feet. Hot melt spots or other impurities which surface
from interior plys after conversion are also included.

12. SPLICES Splices shall be butt-joined with tape across the full
width of the roll, on both sides of the sheet. Edges of
the paper are to be carefully lined up on each side of
the splice, so that the edges are not off-set more than
1/16 ". Splices and patches shall be as strong as the
sheet itself, unwind without sticking, and shall be
clearly flagged on the same side of the roll as the
identification stencil. No more than three splices or
patches shall be made in one roll, and no splice shall
occur within two inches of the outside of the roll, as
measured along the diameter of the roll. At no time
shall the average concentration of splices exceed one
per roll on a load by load basis.

QUALITY DOCUMENTATION

Copies of paper mill test data for specific roll numbers will be made available
to the purchasing plant on request or through on-line computer inquiry when
available. On a monthly basis Caraustar will forward to each Domtar gypsum board
plant an individual quality summary report indicating average, capability index,
total number of samples for each tested paper variable and the roll numbers of
all rolls shipped which are represented by the monthly summary.

<TABLE>
<S> <C>
Approvals: (5)
-------------------------------------- ----------------------------------------
Domtar Marketing Resource Caraustar Marketing

(4)
-------------------------------------- ----------------------------------------
Domtar Quality Resource Caraustar Quality Resource

(3)
-------------------------------------- ----------------------------------------
Domtar Business Unit Leader

(2)
-------------------------------------- ----------------------------------------
Domtar MRT Resource

(1)
-------------------------------------- ----------------------------------------
Domtar Production Coordinator Caraustar Production Manager
</TABLE>

Numbers indicate the desired order of approval from (1) to (5). Please date your
signatures.

<PAGE> 35

SCHEDULE B

<TABLE>
<S> <C>
Cream Face $ 9.50/MSF
Greyback 7.85/MSF
Brown Sta-Dri 9.29/MSF
Green Sta-Dri 10.94/MSF
Green Sta-Dri 24 tensile 11.36/MSF
Grey Veneer 9.56/MSF
</TABLE>

All other grades on tensile requirements to be priced on receipt of
specifications.

<PAGE> 36
SCHEDULE 7(B)(V)

Furnish Cost

With respect to the Base Period and each Current Period, the Furnish
Component Cost will be average delivered cost of wastepaper and chemical
additives used to produce the Products (per ton of Products produced) for that
Period, calculated separately for each grade of the Products.

Labor

With respect to the Base Period and each Current Period, the Labor
Component Cost will be the average hourly labor rate (which will include the
cost of all fringe benefits) for the hourly employees at Camden for that Period.

Electricity

With respect to the Base Period and each Current Period, the
Electricity Component Cost will be the Camden mill's average cost per kilowatt
hour of electricity for that Period.

Fuel

With respect to the Base Period and each Current Period, the Fuel Cost
Component will be the Camden mill's average cost per million btu's of fuel of
the fuel used by Camden to produce steam, and the cost to Camden per million
btu's of steam supplied by Camden Cogen, for the Camden mill for that Period.

<PAGE> 37

SCHEDULE 7 (B) (V)

INDEX COMPUTATION DESCRIPTION

<TABLE>
<CAPTION> One-half
Component Percent Percent
Cost Component Formula Change Change Weighting Index Value
------------ --------------------------------------------- ------ --------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
A) Furnish: Current Period Average Furnish Cost - 1 = % (% Change .3333
--------------------------------------------- ------------
Base Period Average Furnish Cost Change x .5)

B) Labor: Current Period Average Hourly Labor Rate - 1 = % (% Change .3333
--------------------------------------------- ------------
Base Period Average Hourly Labor Rate Change x .5)

C) Electricity: Current Period Average Cost Per KWH - 1 = % (% Change .1667
---------------------------------------------
Base Period Average KWH Cost Change x .5)

D) Fuel: Current Period Average Cost Per MMBTW of Fuel - 1 = % (% Change .1667
---------------------------------------------
Base Period MMBTU Fuel Cost Change x .5)

------------
Sum of Current Period Index Value
===========
+ 1
===========
Current Period Price Index =
-----------
</TABLE>

<PAGE> 38
SCHEDULE 7 (B) (IX)

BASE PERIOD COMPONENT COSTS

Furnish (includes wastepaper and chemical furnish)

CHEMICALS WASTE PAPER TOTAL FURNISH
--------- ----------- -------------
<S> <C> <C> <C>
Cream Face $ 17.38/ ton $69.77/ ton $87.15/ ton
Greyback 17.38 26.14 43.52
Brown Sta-Dri 22.18 26.14 48.32
Green Sta-Dri 19.38 69.77 89.15
Green Sta-Dri 24 tensile 19.38 69.77 89.15
Grey Veneer 25.38 69.77 95.15

Labor $ 16.72/ hr.
Electricity $ .06212 / KWH
Fuel $ 3.24 / MMBTU
</TABLE>

<PAGE> 39

ILLUSTRATION OF PRICE ADJUSTMENT

Assumption:

1. There is no change in Furnish costs for the grade.

2. Labor costs during the Current Period were $17.72, a 6% increase over
the Base Period.

3. Electricity costs during the Current Period were $.0646 per KWH, a 4%
increase over the Base Period.

4. Fuel costs during the Current Period were $0 (because of the
cogeneration project), a 100% decrease from the Base Period.

<PAGE> 40

SCHEDULE 7 (B) (X)

INDEX COMPUTATION DESCRIPTION

<TABLE>
<CAPTION>
One-half
Component Percent Percent Index
Cost Component Formula Change Change Weighting Value
-------------- ------------------------ ------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
A) Furnish: 1 - 1 = 0 0 .3333 0

B) Labor: 1.06 - 1 = .06 .03 .3333 .01

C) Electricity: 1.04 - 1 = .04 .02 .1667 .0033

D) Fuel: 0 - 1 = (1.00) (.5) .1667 (.0833)

-------
Sum of Current Period Index Value
(.07)
=======

+ 1
=======
Current Period Price Index =
.93
-------

Price of Grade would therefore be
adjusted to 93% of initial price.

</TABLE>