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                                                                    EXHIBIT 4.11


                               FIFTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


     THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is entered into as of March 3, 2000 among IPC, INC., a Delaware
corporation (the "Borrower"), IVEX PACKAGING CORPORATION, a Delaware corporation
("Holdings"), each of the Borrower's Domestic Subsidiaries (the Borrower's
Domestic Subsidiaries, together with Holdings, individually a "Guarantor" and
collectively the "Guarantors"), the Lenders party to the Credit Agreement
defined below (the "Lenders"), BANK OF AMERICA, N.A. (formerly NationsBank,
N.A.), as Administrative Agent (the "Administrative Agent") for the Lenders and
BANKERS TRUST COMPANY, as Documentation Agent (the "Documentation Agent") for
the Lenders (the Documentation Agent, together with the Administrative Agent,
collectively the "Agents"). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings given to them in the Credit
Agreement.

                                    RECITALS

     WHEREAS, the Borrower, the Guarantors, the Agents and the Lenders are
parties to that certain Amended and Restated Credit Agreement dated as of
October 2, 1997 (as amended by that certain First Amendment to Amended and
Restated Credit Agreement dated as of October 10, 1997, by that certain Second
Amendment to Amended and Restated Credit Agreement dated as of April 3, 1998, by
that certain Third Amendment to Amended and Restated Credit Agreement, Consent
and Waiver dated as of August 19, 1998, by that certain Fourth Amendment to
Amended and Restated Credit Agreement and First Amendment to Amended and
Restated Security Agreement dated as of October 26, 1999 and as may be further
amended, modified, supplemented, extended or restated from time to time, the
"Credit Agreement");

     WHEREAS, the Borrower wishes to amend and modify certain terms of the
Credit Agreement as more fully set forth below and is requesting that the
Required Lenders consent to such amendments and modifications; and

     WHEREAS, the Agents and the Required Lenders have agreed to amend certain
terms of the Credit Agreement on the terms, and subject to the conditions, more
fully set forth below.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:




1.   Amendment to Credit Agreement.

          (a) Fixed Charge Coverage Ratio. The following sentence is hereby
     added at the end of the definition of "Fixed Charge Coverage Ratio" in
     Section 1.1 of the Credit Agreement and shall read as follows:





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          Notwithstanding the foregoing, for purposes of calculating the Fixed
     Charge Coverage Ratio as of the fiscal quarters ending on March 31, 2000,
     June 30, 2000 and September 30, 2000, Capital Expenditures shall not
     include those expenditures, in an amount not to exceed $11,000,000, of
     Holdings and its Subsidiaries for (a) the extrusion line installed at the
     Rogers, Minnesota plant, (b) the extrusion line installed at the Manteno,
     Illinois plant and (c) the four thermoformers installed at the Rogers,
     Minnesota plant.

2.   Conditions Precedent. The effectiveness of this Amendment is subject to the
satisfaction of each of the following conditions:

          (a) The Administrative Agent shall have received copies of this
     Amendment duly executed by the Credit Parties and the Required Lenders.

          (b) The Administrative Agent shall have received such other documents
     and information as it deems reasonably necessary.


3.   Miscellaneous.

          (a) The term "Credit Agreement" as used in each of the Credit
     Documents shall hereafter mean the Credit Agreement as amended by this
     Amendment. Except as herein specifically agreed, the Credit Agreement and
     the obligations of the Credit Parties thereunder and under the other Credit
     Documents, are hereby ratified and confirmed and shall remain in full force
     and effect according to their terms.

          (b) Each of the Borrower, the Guarantors, the Agents and the Lenders
     party hereto represents and warrants as follows:

               (i) It has taken all necessary action to authorize the execution,
          delivery and performance of this Amendment.

               (ii) This Amendment has been duly executed and delivered by such
          party and constitutes such party's legal, valid and binding
          obligations, enforceable in accordance with its terms, except as such
          enforceability may be subject to (i) bankruptcy, insolvency,
          reorganization, fraudulent conveyance or transfer, moratorium or
          similar laws affecting creditors' rights generally and (ii) general
          principles of equity (regardless of whether such enforceability is
          considered in a proceeding at law or in equity).

               (iii) No consent, approval, authorization or order of, or filing,
          registration or qualification with, any court or governmental
          authority or third party is required in connection with the execution,
          delivery or performance by such party of this Amendment.

          (c) Each Credit Party represents and warrants to the Lenders that (i)
     the representations and warranties of the Credit Parties set forth in each
     of Section 6 of the



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     Credit Agreement are true and correct as of the date hereof, except those
     representations and warranties that expressly relate to a specific prior
     date (ii) no Default or an Event of Default has occurred or is continuing
     and (iii) it has no claims, counterclaims, offsets, credits or defenses to
     its obligations under the Credit Documents or to the extent it has any they
     are hereby released in consideration of the Required Lenders entering into
     this Amendment.

          (d) This Amendment may be executed in any number of counterparts, each
     of which when so executed and delivered shall be an original, but all of
     which shall constitute one and the same instrument. Delivery of an executed
     counterpart of this Amendment by telecopy shall be effective as an original
     and shall constitute a representation that an executed original shall be
     delivered.

          (e) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
     HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
     WITH THE LAWS OF THE STATE OF NEW YORK.

                     [Rest of page intentionally left blank]





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         Each of the parties hereto has caused a counterpart of this Amendment
to be duly executed and delivered as of the date first above written.

BORROWER:                    IPC, INC.
--------
                             a Delaware corporation

                             By:
                             Name: Richard R. Cote
                             Title:  Vice President and Treasurer


GUARANTORS:                  IVEX PACKAGING CORPORATION
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                             a Delaware corporation

                             IVEX PAPER MILL CORPORATION
                             a Delaware corporation

                             IPMC HOLDING CORPORATION
                             a Delaware corporation

                             IPMC, INC.
                             a Delaware corporation

                             VALLEY EXPRESS LINES, INC.
                             a Delaware corporation

                             KAMA OF ILLINOIS CORPORATION
                             a Delaware corporation

                             PACKAGING PRODUCTS, INC.
                             a Delaware corporation

                             CFI INDUSTRIES, INC.
                             a Delaware corporation

                             CFI RECYCLING, INC.
                             a Delaware corporation

                             PLASTOFILM INDUSTRIES, INC.
                             a Delaware corporation

                             TRIO PRODUCTS, INC.
                             a Delaware corporation

                             CRYSTAL THERMOPLASTICS, INC.
                             a Rhode Island corporation


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                             BLEYER ACQUISITION, INC.
                             a Delaware corporation


                             By:
                                --------------------------------
                             Name: Richard R. Cote
                             Title:  Vice President and Treasurer
                                     of each of the above named Guarantors





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                             ULTRA PAC, INC.
                             a Minnesota corporation

                             PACTUCO ACQUISITION, INC.
                             a Delaware corporation


                             By:
                                ---------------------------------
                             Name: G. Douglas Patterson
                             Title:  Secretary of each of the
                                     above named Guarantor


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