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SECOND AMENDMENT (this "Amendment" ), dated as of March 8, 2002, among PACKAGING CORPORATION OF
AMERICA, a Delaware corporation (the "Borrower" ), the various lenders party to the Credit Agreement referred to below (the
"Lenders" ), J.P. MORGAN SECURITIES INC. and DEUTSCHE BANK SECURITIES INC., as Co-Lead Arrangers and Joint Book
Runners (in such capacity, each a "Co-Lead Arranger" and, collectively, the "Co-Lead Arrangers"), DEUTSCHE BANK
SECURITIES INC., as Syndication Agent (in such capacity, the "Syndication Agent" ), GOLDMAN SACHS CREDIT
PARTNERS L.P., as Documentation Agent (in such capacity, the "Documentation Agent" ) and JPMORGAN CHASE BANK as
successor by merger to Morgan Guaranty Trust Company of New York, as Administrative Agent (in such capacity, the
"Administrative Agent" ). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings
provided such terms in the Credit Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Co-Lead Arrangers, the Syndication Agent, the Documentation Agent and the
Administrative Agent are party to an Amended and Restated Credit Agreement, dated as of June 29, 2000 (as amended, the
"Credit Agreement" ); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Section 8.01 of the Credit Agreement is hereby amended by deleting in sub-paragraph (e) the text "the Available J.V.
Basket Amount and".
2. Section 9.03 of the Credit Agreement is hereby amended by deleting in sub-paragraph (vii) the text ", provided that the
aggregate amount of Dividends paid pursuant to this clause (vii), does not exceed $150,000,000 less the aggregate principal
amount of Senior Subordinated Notes redeemed or repurchased pursuant to clause (z) of the proviso t