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Austell Holding Co LLC, et al. – ‘T-3’ on 8/14/09

On:  Friday, 8/14/09, at 5:15pm ET   ·   Accession #:  1193125-9-176132   ·   File #s:  22-28901, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/14/09  Austell Holding Co LLC            T-3                   42:3.2M                                   RR Donnelley/FA
          Camden Paperboard Corp
          Caraustar GP
          Caraustar Custom Packaging Group Inc
          Caraustar Custom Packaging Group Inc/MD
          Caraustar Industrial & Consumer Products Group
          Caraustar Industries Inc
          PBL Inc
          Federal Transport Inc
          Sprague Paperboard Inc
          Gypsum MGC Inc
          Halifax Paper Board Co Inc
          McQueeney Gypsum Co
          McQueeney Gypsum Co LLC
          Caraustar Recovered Fiber Group Inc
          Chicago Paperboard Corp
          Caraustar Mill Group, Inc.
          Reccmg, LLC
          Paragon Plastics, Inc.

Document/Exhibit                   Description                      Pages   Size 

 1: T-3         Application for Qualification of a Trust Indenture  HTML    249K 
42: EX-25.1     Form T-1 Qualifying Wilmington Trust Fsb as         HTML     98K 
                          Trustee                                                
 2: EX-99.T3A.1  Amended and Restated Articles of Incorporation of  HTML     24K 
                          the Caraustar Industries, Inc.                         
10: EX-99.T3A.10  Articles of Incorporation of Chicago Paperboard   HTML     45K 
                          Corporation                                            
11: EX-99.T3A.11  Articles of Incorporation of Federal Transport,   HTML     27K 
                          Inc.                                                   
12: EX-99.T3A.12  Certificate of Incorporation of Gypsum Mgc, Inc.  HTML     21K 
13: EX-99.T3A.13  Articles of Incorporation of Halifax Paper Board  HTML     23K 
                          Company, Inc.                                          
14: EX-99.T3A.14  Certificate of Incorporation of McQueeney Gypsum  HTML     20K 
                          Company                                                
15: EX-99.T3A.15  Certificate of Formation of McQueeny Gypsum       HTML     19K 
                          Company, LLC                                           
16: EX-99.T3A.16  Articles of Incorporation of Paragon Plastics,    HTML     55K 
                          Inc.                                                   
17: EX-99.T3A.17  Certificate of Incorporation of Pbl Inc.          HTML     21K 
18: EX-99.T3A.18  Articles of Organization of Reccmg, LLC           HTML     19K 
19: EX-99.T3A.19  Certificate of Incorporation of Sprague           HTML     27K 
                          Paperboard, Inc.                                       
 3: EX-99.T3A.2  Articles of Organization of Austell Holding        HTML     19K 
                          Company, LLC                                           
20: EX-99.T3A.20  Form of Amended and Restated Certificate of       HTML    109K 
                          Incorporation of Caraustar Ind.                        
 4: EX-99.T3A.3  Certificate of Incorporation of Camden Paperboard  HTML     28K 
                          Corporation                                            
 5: EX-99.T3A.5  Certificate of Incorporation of Caraustar Custom   HTML     24K 
                          Packaging Group, Inc.                                  
 6: EX-99.T3A.6  Certificate of Incorporation of Caraustar Custom   HTML     78K 
                          Packaging Group (Maryland), Inc                        
 7: EX-99.T3A.7  Certificate of Incorporation of Caraustar          HTML    104K 
                          Industrial and Consumer Products Group                 
 8: EX-99.T3A.8  Articles of Incorporation of Caraustar Mill        HTML     39K 
                          Group, Inc.                                            
 9: EX-99.T3A.9  Certificate of Incorporation of Caraustar          HTML     22K 
                          Recovered Fiber Group, Inc.                            
21: EX-99.T3B.1  Third Amended and Restated Bylaws of the Company   HTML    112K 
30: EX-99.T3B.10  Bylaws of Chicago Paperboard Corporation          HTML     74K 
31: EX-99.T3B.11  Bylaws of Federal Transport, Inc.                 HTML     32K 
32: EX-99.T3B.12  Bylaws of Gypsum Mgc, Inc.                        HTML     75K 
33: EX-99.T3B.13  Bylaws of Halifax Paper Board Company, Inc.       HTML     64K 
34: EX-99.T3B.14  Bylaws of McQueeney Gypsum Company                HTML     61K 
35: EX-99.T3B.16  Amended and Restated Bylaws of Paragon Plastics,  HTML     69K 
                          Inc.                                                   
36: EX-99.T3B.17  Bylaws of Pbl Inc.                                HTML     63K 
37: EX-99.T3B.19  Bylaws of Sprague Paperboard, Inc.                HTML     43K 
22: EX-99.T3B.2  Operating Agreement of Austell Holding Company,    HTML     24K 
                          LLC                                                    
38: EX-99.T3B.20  Form of Bylaws of Caraustar Industries, Inc.      HTML     85K 
23: EX-99.T3B.3  By-Laws of Camden Paperboard Corporation           HTML     51K 
24: EX-99.T3B.4  General Partnership Agreement of Caraustar, G.P.   HTML     46K 
25: EX-99.T3B.5  By-Laws of Caraustar Custom Packaging Group, Inc.  HTML     49K 
26: EX-99.T3B.6  Amended and Restated Bylaws of Caraustar Custom    HTML     54K 
                          Packaging Group (Maryland), Inc.                       
27: EX-99.T3B.7  Bylaws of Caraustar Industrial and Consumer        HTML     81K 
                          Products Group, Inc.                                   
28: EX-99.T3B.8  Regulations of Caraustar Mill Group, Inc.          HTML     56K 
29: EX-99.T3B.9  Bylaws of Caraustar Recovered Fiber Group, Inc.    HTML     49K 
39: EX-99.T3C.1  Indenture By, the Company, Each Guarantor Party    HTML    487K 
                          Thereto, Wilmington Trust Fsb                          
40: EX-99.T3E.1  First Amended Joint Plan of Reorganization of the  HTML    289K 
                          Company                                                
41: EX-99.T3E.2  First Amended Disclosure Statement of the Company  HTML    567K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-3

FOR APPLICATION FOR QUALIFICATION OF INDENTURE

UNDER THE TRUST INDENTURE ACT OF 1939

CARAUSTAR INDUSTRIES, INC.

(Company)

AUSTELL HOLDING COMPANY, LLC

CAMDEN PAPERBOARD CORPORATION

CARAUSTAR, G.P

CARAUSTAR CUSTOM PACKAGING GROUP, INC.

CARAUSTAR CUSTOM PACKAGING GROUP (MARYLAND), INC.

CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS GROUP, INC.

CARAUSTAR MILL GROUP, INC.

CARAUSTAR RECOVERED FIBER GROUP, INC.

CHICAGO PAPERBOARD CORPORATION

FEDERAL TRANSPORT, INC.

GYPSUM MGC, INC.

HALIFAX PAPER BOARD COMPANY, INC.

MCQUEENEY GYPSUM COMPANY

MCQUEENY GYPSUM COMPANY, LLC

PARAGON PLASTICS, INC.

PBL INC.

RECCMG, LLC

SPRAGUE PAPERBOARD, INC.

(Guarantors)

(Name of applicants)

Caraustar Industries, Inc.

5000 Austell Powder Springs Road, Suite 300

Austell, Georgia 30106-3227

(Address of principal executive offices)

Securities to be Issued Under the Indenture to be Qualified

Approximate date of proposed public offering:

On, or as soon as practicable following, the Effective Date under the Joint Plan of

Reorganization

Name and address of agent for service:

The obligor hereby amends this Application for Qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of a further amendment which specifically states that it shall supersede this amendment; or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended, may determine upon the written request of obligor.

GENERAL

(a) Form of organization. Caraustar Industries, Inc. (the “Company”) is a corporation. Austell Holding Company, LLC is a limited liability company; Camden Paperboard Corporation is a corporation; Caraustar, G.P. is a general partnership; Caraustar Custom Packaging Group, Inc. is a corporation; Caraustar Custom Packaging Group (Maryland), Inc. is a corporation; Caraustar Industrial and Consumer Products Group, Inc. is a corporation; Caraustar Mill Group, Inc. is a corporation; Caraustar Recovered Fiber Group, Inc. is a corporation; Chicago Paperboard Corporation is a corporation; Federal Transport, Inc. is a corporation; Gypsum MGC, Inc. is a corporation; Halifax Paper Board Company, Inc. is a corporation; McQueeney Gypsum Company is a corporation; McQueeny Gypsum Company, LLC is a limited liability company; Paragon Plastics, Inc. is a corporation; PBL Inc. is a corporation; RECCMG, LLC is a limited liability company; and Sprague Paperboard, Inc. is a corporation (collectively, the “Guarantors”).

(b) State or other sovereign power under the laws of which organized. The Company is currently incorporated in the State of North Carolina; however, pursuant to the Plan (as defined below), the Company will reincorporate in the State of Delaware as of the Plan Effective Date (as defined below). Caraustar Custom Packaging Group, Inc., Caraustar Industrial and Consumer Products Group, Inc., Caraustar Recovered Fiber Group, Inc., Gypsum MGC, Inc., McQueeney Gypsum Company, McQueeny Gypsum Company, LLC, and PBL Inc. are organized under the laws of the State of Delaware. Austell Holding Company, LLC and RECCMG, LLC are organized under the laws of the State of Georgia. Camden Paperboard Corporation is organized under the laws of the State of New Jersey. Caraustar, G.P. and Paragon Plastics, Inc. are organized under the laws of the State of South Carolina. Caraustar Custom Packaging Group (Maryland), Inc. is organized under the laws of the State of Maryland. Caraustar Mill Group, Inc. and Federal Transport, Inc. are organized under the laws of the State of Ohio. Chicago Paperboard Corporation is organized under the laws of the State of Illinois. Halifax Paper Board Company, Inc. is organized under the laws of the State of North Carolina. Sprague Paperboard, Inc. is organized under the laws of the State of Connecticut.

The Company will issue, pursuant to the terms of the Company’s First Amended Joint Plan of Reorganization (as amended or supplemented, the “Plan”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), $85,000,000 aggregate principal amount of Senior Secured Notes due 2014 (the “Notes”) under the indenture to be qualified by this Application for Qualification filed as Exhibit T3C-1 (the “Indenture”), on a pro rata basis to each holder of an Allowed Senior Notes Claim, on the later of the Plan Effective Date and the date of the qualification of the Indenture pursuant to this Application for Qualification. The Company expects that the

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Effective Date and the consummation of the transactions contemplated by the Plan will occur on or about August 19, 2009 (the date upon which the Plan becomes effective, the “Plan Effective Date”). On the Plan Effective Date, among other things, the Company will change its domicile from North Carolina to Delaware through a merger with a subsidiary formed under the laws of the State of Delaware. Capitalized terms used herein and which are not otherwise defined herein shall have the meanings ascribed to them in the Plan. A copy of the Plan has been filed as an exhibit to this Application for Qualification as Exhibit T3E-1.

The Company and the Guarantors are relying upon the exemption from the registration requirement of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 1145 under Chapter 11 of Title 11 of the Bankruptcy Code. Section 1145(a)(1) of the Bankruptcy Code exempts an offer and sale of securities under a plan of reorganization from registration under the Securities Act and state securities laws if three principal requirements are satisfied: (i) the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, an affiliate participating in a joint plan with the debtor or a successor to the debtor under the plan; (ii) the recipients of the securities must hold a prepetition or administrative expense claim against the debtor or an interest in the debtor; and (iii) the securities must be issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property. The applicants believe that the issuance of the Notes to the holders of Allowed Senior Notes Claims will satisfy the aforementioned requirements.

AFFILIATIONS

As of August 12, 2009

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Certain directors and officers of the applicants may be deemed to be “affiliates” of the applicants by virtue of their positions with the applicants. See Item 4, “Directors and Executive Officers.” Certain persons may be deemed to be “affiliates” of the applicants commencing on the Plan Effective Date by virtue of their anticipated holdings of voting securities of the applicants to be distributed pursuant to the Plan. See Item 5, “Principal Owners of Voting Securities.”

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Except as described herein, the Company does not expect the corporate structure to change from the structure described above as of the Plan Effective Date.

MANAGEMENT AND CONTROL

The following tables list the names and offices held by all directors and executive officers of the applicants.

Pursuant to the Plan, it is expected that the directors and executive officers of the Guarantors will continue to serve in their respective capacities as of the Plan Effective Date.

Company

As of August 12, 2009

As of August 12, 2009, the executive officers and directors of the Company are the following individuals. Unless otherwise stated in the table, the mailing address for each of the individuals listed in the table below is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

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Company

As of The Plan Effective Date

Immediately following the Plan Effective Date, in accordance with the Plan, the directors and executive officers of the Company will be the following individuals. Unless otherwise stated in the table, the mailing address for each of the individuals listed in the table below is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

Guarantors

Austell Holding Company, LLC

As of August 12, 2009, Caraustar Industries, Inc. is the sole member of Austell Holding Company, LLC and is expected to continue as the sole member in accordance with the Plan, immediately following the Plan Effective Date. The mailing address for the sole member is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

Camden Paperboard Corporation

As of August 12, 2009, the directors and executive officers of Camden Paperboard Corporation are the following individuals, who are expected to continue in office, in accordance with the Plan, immediately following the Plan Effective Date. Unless otherwise stated in the table, the mailing address for each of the individuals listed in the table below is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

5

Caraustar, G.P.

As of August 12, 2009, Caraustar Industries, Inc. and Caraustar Industrial and Consumer Products Group, Inc. are the general partners of Caraustar, G.P. and are expected to continue as the general partners in accordance with the Plan, immediately following the Plan Effective Date. The mailing address for each of the general partners is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

Caraustar Custom Packaging Group, Inc.

As of August 12, 2009, the directors and executive officers of Caraustar Custom Packaging Group, Inc. are the following individuals, who are expected to continue in office, in accordance with the Plan, immediately following the Plan Effective Date. Unless otherwise stated in the table, the mailing address for each of the individuals listed in the table below is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

Caraustar Custom Packaging Group (Maryland), Inc.

As of August 12, 2009, the directors and executive officers of Caraustar Custom Packaging Group (Maryland), Inc. are the following individuals, who are expected to continue in office, in accordance with the Plan, immediately following the Plan Effective Date. Unless otherwise stated in the table, the mailing address for each of the individuals listed in the table below is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

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Caraustar Industrial and Consumer Products Group, Inc.

As of August 12, 2009, the directors and executive officers of Caraustar Industrial and Consumer Products Group, Inc. are the following individuals, who are expected to continue in office, in accordance with the Plan, immediately following the Plan Effective Date. Unless otherwise stated in the table, the mailing address for each of the individuals listed in the table below is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

Caraustar Mill Group, Inc.

As of August 12, 2009, the directors and executive officers of Caraustar Mill Group, Inc. are the following individuals, who are expected to continue in office, in accordance with the Plan, immediately following the Plan Effective Date. Unless otherwise stated in the table, the mailing address for each of the individuals listed in the table below is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

7

Caraustar Recovered Fiber Group, Inc.

As of August 12, 2009, the directors and executive officers of Caraustar Recovered Fiber Group, Inc. are the following individuals, who are expected to continue in office, in accordance with the Plan, immediately following the Plan Effective Date. Unless otherwise stated in the table, the mailing address for each of the individuals listed in the table below is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

Chicago Paperboard Corporation

As of August 12, 2009, the directors and executive officers of Chicago Paperboard Corporation are the following individuals, who are expected to continue in office, in accordance with the Plan, immediately following the Plan Effective Date. Unless otherwise stated in the table, the mailing address for each of the individuals listed in the table below is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

Federal Transport, Inc.

As of August 12, 2009, the directors and executive officers of Federal Transport, Inc. are the following individuals, who are expected to continue in office, in accordance with the Plan, immediately following the Plan Effective Date. Unless otherwise stated in the table, the mailing address for each of the individuals listed in the table below is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

8

Gypsum MGC, Inc.

As of August 12, 2009, the directors and executive officers of Gypsum MGC, Inc. are the following individuals, who are expected to continue in office, in accordance with the Plan, immediately following the Plan Effective Date. Unless otherwise stated in the table, the mailing address for each of the individuals listed in the table below is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

Halifax Paper Board Company, Inc.

As of August 12, 2009, the directors and executive officers of Halifax Paper Board Company, Inc. are the following individuals, who are expected to continue in office, in accordance with the Plan, immediately following the Plan Effective Date. Unless otherwise stated in the table, the mailing address for each of the individuals listed in the table below is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

9

McQueeney Gypsum Company

As of August 12, 2009, the directors and executive officers of McQueeney Gypsum Company are the following individuals, who are expected to continue in office, in accordance with the Plan, immediately following the Plan Effective Date. Unless otherwise stated in the table, the mailing address for each of the individuals listed in the table below is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

McQueeny Gypsum Company, LLC

As of August 12, 2009, the directors and executive officers of McQueeny Gypsum Company, LLC are the following individuals, who are expected to continue in office, in accordance with the Plan, immediately following the Plan Effective Date. Unless otherwise stated in the table, the mailing address for each of the individuals listed in the table below is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

Paragon Plastics, Inc.

As of August 12, 2009, the directors and executive officers of Paragon Plastics, Inc. are the following individuals, who are expected to continue in office, in accordance with the Plan, immediately following the Plan Effective Date. Unless otherwise stated in the table, the mailing address for each of the individuals listed in the table below is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

10

PBL Inc.

As of August 12, 2009, the directors and executive officers of PBL, Inc. are the following individuals, who are expected to continue in office, in accordance with the Plan, immediately following the Plan Effective Date. Unless otherwise stated in the table, the mailing address for each of the individuals listed in the table below is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

RECCMG, LLC

As of August 12, 2009, Caraustar Mill Group, Inc. is the sole member of RECCMG, LLC and is expected to continue as the sole member in accordance with the Plan, immediately following the Plan Effective Date. The mailing address for the sole member is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

Sprague Paperboard, Inc.

As of August 12, 2009, the directors and executive officers of Sprague Paperboard, Inc. are the following individuals, who are expected to continue in office, in accordance with the Plan, immediately following the Plan Effective Date. Unless otherwise stated in the table, the mailing address for each of the individuals listed in the table below is: c/o Caraustar Industries, Inc., 5000 Austell Powder Springs Road, Suite 300, Austell, Georgia 30106-3227.

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Company

As of August 12, 2009

As of August 12, 2009, the following persons owned more than 10% of the voting securities of the Company:

Company

As of The Plan Effective Date

In accordance with the Plan, all of the currently outstanding securities of the Company will be cancelled as of the Plan Effective Date, and the holders of the currently existing senior notes of the Company will receive 100% of the common stock of the reorganized Company. Immediately following the Plan Effective Date, it is expected that funds managed or advised by the following entities will own 10% or more of the authorized and outstanding voting securities of the reorganized Company, as provided in the Plan: AIG Global Investment Corp., 2929 Allen Parkway, Houston, TX 77019 and Wayzata Investment Partners LLC, 701 East Lake Street, Suite 300, Wayzata, MN 55391.

Guarantors

The Company owns, directly or indirectly, all of the voting securities of each of the Guarantors as the date of this application and will continue to own all of the voting securities of the Guarantors immediately following the Plan Effective Date.

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UNDERWRITERS

(a) None of the Company or any of the Guarantors have sold any securities through the use of an underwriter in the last three years.

(b) There are no underwriters of the Notes to be offered.

CAPITAL SECURITIES

(a) (i) Company.

As of August 12, 2009

The following table sets forth information with respect to each authorized class of securities of the Company as of August 12, 2009:

As of The Plan Effective Date

The following table sets forth information with respect to each authorized class of securities of the Company as of the Plan Effective Date:

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(ii) Guarantors.

(b) Holders of the common stock, capital stock, or shares, as the case may be, of the Company and each of the Guarantors are entitled to one vote for each share registered in such holders’ name on all matters which such holders are entitled to vote.

INDENTURE SECURITIES

The Notes will be issued under the Indenture, the form of which is attached hereto as Exhibit T3C-1. The following is a summary of the provisions of the Indenture required to be summarized by Section 305(a)(2) of the Trust Indenture Act of 1939. The following is a general description of certain provisions of the Indenture, and holders of Notes are encouraged to read the entire Indenture because many provisions that will control the rights of holders of the Notes are not described in this analysis. Capitalized terms used in this Item 8 shall have the meanings ascribed to such terms in the Indenture.

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Pursuant to Section 6.01 of the Indenture, the occurrence of any of the following events will constitute an “Event of Default” under the Indenture: (1) the failure by the Company to pay any installment of interest (including defaulted interest) on the Notes as and when the same becomes due and payable and the continuance of any such failure for 30 days; (2) the failure by the Company to pay all or any part of the principal or premium, if any, on the Notes when and as the same becomes due and payable at maturity, redemption, by acceleration or otherwise including, without limitation, payment of the offer price required to be paid in any Change of Control Offer, Event of Loss Offer or Asset Sale Offer, or otherwise; (3) the failure by the Company or any of the Company’s Restricted Subsidiaries after written notice from the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding to comply with the provisions of Sections 4.13 (Asset Sales), 4.19 (Repurchase at the Option of Holders Upon a Change of Control), 4.22 (Events of Loss) or 5.01 (Merger, Consolidation and Sale of Assets) of the Indenture; (4) the failure by the Company or any of the Company’s Restricted Subsidiaries to observe or perform any other covenant or agreement contained in the Indenture or any other Note Document and the continuance of such failure for a period of 30 days after written notice is given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding; (5) a default under any mortgage, agreement, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed (other than the Indebtedness evidenced by the Notes) by the Company, any Guarantor or any of the Company’s Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of the Guarantors) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default: (A) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness, after the expiration of any grace period applicable to such Indebtedness on the date of such default (a “Payment Default”), or (B) (x) results in the acceleration of such Indebtedness prior to its stated maturity, or (y) if such Indebtedness is revolving credit Indebtedness that was incurred pursuant to clause (1) of paragraph (b) of Section 4.09 of the Indenture, would permit the holder(s) of such Indebtedness (or an agent on behalf of such holder(s)) to declare such Indebtedness immediately due and payable prior to its express maturity, and in each case, either (i) such Indebtedness was incurred pursuant to clause (1) of paragraph (b) of Section 4.09 of the Indenture or (ii) the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $5.0 million or more; (6) failure by the Company or any of the Company’s Restricted Subsidiaries to pay final non-appealable judgments aggregating in excess of $500,000 (to the extent not covered by insurance) at any one time rendered against either or both of the Company or any of the Company’s Restricted Subsidiaries and not stayed, bonded or discharged within 60 days; (7) except as permitted by the Indenture and the other Note Documents, the cessation of effectiveness of any Guarantee of the Note Obligations by any Significant Subsidiary of the Company or the finding by any judicial proceeding that any such Guarantee is unenforceable or invalid in any material respect or the denial or disaffirmation by any Significant Subsidiary in writing of its obligations under its Guarantee; (8) a default by the Company or any Guarantor in the performance of any of their respective obligations

15

under the Collateral Documents, or the failure of any of the representations or warranties contained in the Collateral Documents to be true and correct as of and on the times specified therein, in each case which materially and adversely affects the enforceability, validity, perfection or priority of the Trustee’s Lien on the Collateral or which materially and adversely affects the condition or value of the Collateral, taken as a whole, a repudiation or disaffirmation by the Company or any Guarantor of its obligations under the Collateral Documents or the determination in a judicial proceeding that the Collateral Documents are unenforceable or invalid against the Company or any Guarantor for any reason; (9) the occurrence of any of the following: (A) except as permitted by the Indenture, any Collateral Document ceases for any reason to be fully enforceable; provided, that it will not be an Event of Default under this clause (9)(A) if the sole result of the failure of one or more Collateral Document to be fully enforceable is that any Lien purported to be granted under such Collateral Documents on Collateral, individually or in the aggregate, having a Fair Market Value of not more than $1.0 million ceases to be an enforceable and perfected Lien, subject only to Permitted Prior Liens and such failure is remedied within 30 days after notice thereof by the Collateral Agent, Trustee or Holders of not less than 25% in aggregate principal amount of Notes than outstanding, or (B) the Company or any other Pledgor, or any Person acting on behalf of any of them, denies or disaffirms, in writing, any obligation of the Company or any other Pledgor set forth in or arising under any Collateral Document; (10) the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case or gives written notice of intention to make a proposal under any Bankruptcy Law; (B) consents to the entry of an order for relief against it in an involuntary case or consents to its dissolution or winding up; (C) consents to the appointment of a receiver, interim receiver, receiver and manager, liquidator, trustee or custodian of it or for all or substantially all of its property; (D) makes a general assignment for the benefit of its creditors; or (E) admits in writing its inability to pay its debts as they become due or otherwise admits its insolvency in writing; and (11) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary in an involuntary case; or (B) appoints a receiver, interim receiver, receiver and manager, liquidator, trustee or custodian of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary; or (C) orders the liquidation of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary; and such order or decree remains unstayed and in effect for 60 consecutive days.

16

Pursuant to Section 6.02 of the Indenture, if any Event of Default (other than those of the type described in clause (10) or (11) above) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of at least 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, and premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration, and the same shall become immediately due and payable.

In the case of an Event of Default described in clause (10) or (11) above, all outstanding Notes shall become due and payable immediately without any further declaration or other act on the part of the Trustee or the Holders.

Holders may not enforce the Indenture or the Notes except as provided in the Indenture.

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders.

Pursuant to Section 2.02 of the Indenture, one Officer shall execute the Notes on behalf of the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated by the Trustee, the Note shall nevertheless be valid. A Note shall not be valid until authenticated by the manual signature of the Trustee. Such signature shall be conclusive evidence that the Note has been authenticated under the Indenture.

The Trustee shall initially authenticate the Notes for original issue on the Issue Date in an aggregate principal amount of $85,000,000 upon a written order of the Company in the form of an Officers’ Certificate of the Company (“Authentication Order”). The Trustee shall authenticate and deliver any additional Notes (or increases in the principal amount of any Notes) as a result of a payment of PIK Interest, for an aggregate principal amount specified in such Authentication Order for such additional Notes (or increases in the principal amount of any Notes) issued or increased hereunder (so long as permitted by the terms of the Indenture, including, without limitation, Section 4.09 of the Indenture), for original issue upon an Authentication Order (other than as provided in Section 2.07 of the Indenture). Each such written order shall specify the amount of the Notes to be authenticated and the date on which the Notes are to be authenticated.

17

There will be no proceeds resulting from the issuance of the Notes. No provisions are contained in the Indenture with respect to the Company’s use of proceeds of the issuance of the Notes.

The indebtedness evidenced by the Notes is a direct obligation of the Company secured by a first priority lien on all of the assets of the Company and the Guarantors, subject to a Credit Facility granting a senior lien on the Company’s accounts receivable and inventory and all proceeds thereof.

Pursuant to Section 11.03 of the Indenture, subject to certain subsections of Section 11.03 of the Indenture and the Intercreditor Agreement, Collateral may be released from the Lien and security interest created by the Collateral Documents at any time or from time to time in accordance with the provisions of the Collateral Documents, the Intercreditor Agreement or as provided in the Indenture. In addition, subject to the terms of the Intercreditor Agreement, upon the request of the Company pursuant to an Officers’ Certificate certifying that all conditions precedent under the Indenture have been met, then (at the sole cost and expense of the Company) the Collateral Agent shall release (or cause to be released) Collateral that is sold, conveyed or disposed of in compliance with the provisions of the Indenture; provided, that if such sale, conveyance or disposition constitutes an Asset Sale, the Company will apply the Net Asset Sale Proceeds in compliance with Section 4.13 of the Indenture.

Pursuant to Section 11.09 of the Indenture, subject to the Intercreditor Agreement, upon the full and final payment and performance of all Obligations of the Company and the Guarantors under the Indenture, the Notes and the Guarantees or in connection with the discharge of all Obligations under the Notes, the Guarantees and the Indenture as described under Article 8 and Article 12 of the Indenture (including a release of Guarantees under Section 10.05 of the Indenture or designation of a Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture), the Trustee shall, at the request of the Company, deliver an Officers’ Certificate to the Collateral Agent stating that such Obligations have been paid in full or discharged, as the case may be, and instruct the Collateral Agent to release the Liens pursuant to the Indenture, the Intercreditor Agreement and the Collateral Documents.

Pursuant to Section 12.01 of the Indenture, the Indenture will be discharged and will cease to be of further effect as to all Notes and Guarantees issued under the Indenture, when either: (1) all such Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (2) (A) all such Notes not theretofore delivered to such Trustee for cancellation have become due and payable, will become due and payable

18

within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption and the Company or any Guarantor has irrevocably deposited or caused to be deposited with such Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption, (B) the Company has paid or caused to be paid all sums payable by it under the Indenture and (C) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of such Notes at maturity or the redemption date, as the case may be; and in the case of either clause (1) or (2): (x) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument (other than the Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; and (y) the Company shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that all conditions precedent relating to the satisfaction and discharge of the Indenture have been satisfied.

Notwithstanding the satisfaction and discharge of the Indenture pursuant to Article 12 of the Indenture, the Company’s obligations under Section 7.07 of the Indenture, and if money shall be been deposited with the Trustee pursuant to 12.01(ii)(A) of the Indenture, the obligations of the Trustee under Section 12.03 (Repayment to Company) of the Indenture, shall survive.

Pursuant to Section 4.04 of the Indenture, the Company and any Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company, the Guarantors and their respective Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company, the Guarantors and their respective Subsidiaries have kept, observed, performed and fulfilled their obligations under the Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge after such inquiry the Company, the Guarantors and their respective Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in the Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto).

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The Company shall deliver to the Trustee, within 30 days after the Company becomes aware of the occurrence thereof, written notice in the form of an Officers’ Certificate of any Default or Event of Default, its status and what action the Company is taking or proposes to take with respect thereto.

Pursuant to Section 13.04 of the Indenture, upon any request or application by the Company to the Trustee to take any action under any provision of the Indenture, the Company shall furnish to the Trustee: (1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 of the Indenture) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in the Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with.

Pursuant to Section 13.05 of the Indenture, each certificate or opinion with respect to compliance with a condition or covenant provided for in the Indenture (other than a certificate provided pursuant to TIA §314(a)(4)) shall comply with the provisions of TIA §314(e) and shall include: (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

The Company’s obligations with respect to the Notes will be guaranteed by each of the Guarantors.

CONTENTS OF APPLICATION FOR QUALIFICATION

This application for qualification comprises:

(a) Pages numbered 1 to 22, consecutively.

(b) The statement of eligibility and qualification of Wilmington Trust FSB, the trustee under the indenture to be qualified.

20

(c) The following exhibits in addition to those filed as part of the statement of eligibility and qualification of the trustee:

21

22

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Caraustar Industries, Inc., a corporation organized and existing under the laws of North Carolina, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14^th day of August, 2009.

(SEAL)

Attest:

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Austell Holding Company, LLC, a limited liability company organized and existing under the laws of Georgia, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14^th day of August, 2009.

(SEAL)

Attest:

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Camden Paperboard Corporation, a corporation organized and existing under the laws of New Jersey, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14^th day of August, 2009.

(SEAL)

Attest:

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Caraustar, G.P., a general partnership organized and existing under the laws of South Carolina, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14^th day of August, 2009.

(SEAL)

Attest:

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Caraustar Custom Packaging Group, Inc., a corporation organized and existing under the laws of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14^th day of August, 2009.

(SEAL)

Attest:

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Caraustar Custom Packaging Group (Maryland), Inc., a corporation organized and existing under the laws of Maryland, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14^th day of August, 2009.

(SEAL)

Attest:

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Caraustar Industrial and Consumer Products Group, Inc., a corporation organized and existing under the laws of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14^th day of August, 2009.

(SEAL)

Attest:

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Caraustar Mill Group, Inc., a corporation organized and existing under the laws of Ohio, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14^th day of August, 2009.

(SEAL)

Attest:

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Caraustar Recovered Fiber Group, Inc., a corporation organized and existing under the laws of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14^th day of August, 2009.

(SEAL)

Attest:

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Chicago Paperboard Corporation, a corporation organized and existing under the laws of Illinois, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14^th day of August, 2009.

(SEAL)

Attest:

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Federal Transport, Inc., a corporation organized and existing under the laws of Ohio, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14 ^th day of August, 2009.

(SEAL)

Attest:

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Gypsum MGC, Inc., a corporation organized and existing under the laws of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14^th day of August, 2009.

(SEAL)

Attest:

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Halifax Paper Board Company, Inc., a corporation organized and existing under the laws of North Carolina, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14^th day of August, 2009.

(SEAL)

Attest:

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, McQueeney Gypsum Company, a corporation organized and existing under the laws of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14^th day of August, 2009.

(SEAL)

Attest:

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, McQueeny Gypsum Company, LLC, a limited liability company organized and existing under the laws of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14^th day of August, 2009.

(SEAL)

Attest:

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Paragon Plastics, Inc., a corporation organized and existing under the laws of South Carolina, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14^th day of August, 2009.

(SEAL)

Attest:

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, PBL Inc., a corporation organized and existing under the laws of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14^th day of August, 2009.

(SEAL)

Attest:

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, RECCMG, LLC, a limited liability company organized and existing under the laws of Georgia, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14^th day of August, 2009.

(SEAL)

Attest:

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Sprague Paperboard, Inc., a corporation organized and existing under the laws of Connecticut, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Atlanta, and State of Georgia, on the 14^th day of August, 2009.

(SEAL)

Attest:

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘T-3’ Filing		Date		Other Filings
		8/19/09
Filed on:		8/14/09		10-Q
		8/12/09
		6/30/09		10-Q,  11-K,  8-K,  NT 10-Q,  NT 11-K
		6/20/09
		1/12/09		SC 13G
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Filing Submission 0001193125-09-176132   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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