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                                                                     EXHIBIT 4.8

                               THIRD AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT,
                               CONSENT AND WAIVER


         THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, CONSENT
AND WAIVER (this "Amendment") is entered into as of August 19, 1998 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"), 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 Administrative Agent, the
Documentation Agent 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 and as may be further amended,
modified, supplemented, extended or restated from time to time, the "Credit
Agreement");

         WHEREAS, the Borrower wishes to increase the Revolving Committed Amount
from $175 million to $265 million;

         WHEREAS, the Borrower wishes to either (a) contribute or sell certain
assets owned by IPMC, Inc., commonly known as the Detroit Paper Mill, or (b)
contribute or sell the stock of IPMC, Inc. to a joint venture to be formed;

         WHEREAS, the Borrower wishes to increase its ability to consummate
additional acquisitions beginning in 1999; and

         WHEREAS, the Agents, the Required Lenders, the Lenders holding at least
51% of the Tranche A Term Loans and the Lenders holding at least 51% of the
Tranche B Term Loans, have agreed to amend certain terms of the Credit
Agreement, as more fully set forth below.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


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1.       Definitions.

                  (a) Clause (b)(v) of the definition of "Permitted Acquisition"
         set forth in Section 1.1 of the Credit Agreement is amended and
         restated in its entirety to read as follows:

                  (v) not including any acquisition or portion thereof made with
         the issuance of capital stock, (A) during calendar year 1998, the total
         cost of any one acquisition shall not exceed $40,000,000, and together
         with other acquisitions made by the Credit Parties and their
         Subsidiaries during such calendar year, the aggregate acquisition costs
         of the Credit Parties and their Subsidiaries taken as a whole shall not
         exceed $75,000,000 and (B) during calendar year 1999 and during each
         calendar year thereafter, the total cost of any one acquisition shall
         not exceed $50,000,000 and together with other acquisitions made by the
         Credit Parties and their Subsidiaries during such calendar year, the
         aggregate acquisition costs of the Credit Parties and their
         Subsidiaries taken as a whole shall not exceed $100,000,000.

                  (b) The definition of "Revolving Committed Amount" set forth
         in Section 1.1 of the Credit Agreement is amended and restated in its
         entirety to read as follows:

                  "Revolving Committed Amount" means TWO HUNDRED SIXTY FIVE
         MILLION DOLLARS ($265,000,000) or such lesser amount as the Revolving
         Committed Amount may be reduced pursuant to Section 2.1(d) or Section
         3.3(c).

                  (c) A new definition is added to Section 1.1 of the Credit 
         Agreement to read as follows:

                  "Year 2000 Problem" means any risk that any computer hardware,
         software or other equipment used by a Credit Party or any of its
         Subsidiaries will not function as effectively and reliably with respect
         to recognition of dates and times on and after January 1, 2000 as it
         does prior to January 1, 2000, to the extent such risk would cause or
         be reasonably expected to cause a Material Adverse Effect.

2.       Year 2000 Compliance.

                  (a) A new Section 6.28 is added to the Credit Agreement to 
         read as follows:

                  Each Credit Party has (a) reviewed and assessed all areas
         within its and each of its Subsidiaries' businesses and operation that
         reasonably would be expected to be materially adversely affected by the
         Year 2000 Problem, (b) developed a plan and timeline, as necessary, to
         address the Year 2000 Problem and (c) implemented or is in the process
         of implementing such plan in accordance with its timetable. Each Credit
         Party reasonably believes that the Year 2000 Problem has been
         appropriately addressed or is in the process of being appropriately
         addressed by it and the Year 2000 Problem will not exist with respect
         to it or any of its Subsidiaries on or after January 1, 2000.




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                  (b) Section 7.1 of the Credit  Agreement is amended by adding
         a new  subsection  (n) to read as follows:

                           (n) Year 2000 Information. Upon the written request
                  of the Administrative Agent, such information, assurances and
                  documentation (including, but not limited to, the results of
                  internal and external audit reports prepared in connection
                  therewith) reasonably acceptable to the Administrative Agent
                  that the Credit Parties and their Subsidiaries will not have a
                  Year 2000 Problem on or after January 1, 2000.

3.       Leverage Ratio.  Section 7.2(a) of the Credit Agreement is amended and
restated in its entirety to read as follows:

                  (a) Leverage Ratio. The Leverage Ratio, as of the end of each
         fiscal quarter, for the twelve month period ending on such date, shall
         be less than or equal to:

                               (i) From April 1, 1998 to and including September
                  30, 1998, 4.75 to 1.0;

                               (ii) From October 1, 1998 to and including March
                  31, 1999, 4.50 to 1.0;

                               (iii) From April 1, 1999 to and including
                  September 30, 1999, 4.25 to 1.0;

                               (iv) From October 1, 1999 to and including
                  September 30, 2000, 3.75 to 1.0; and

                               (v) From October 1, 2000 and thereafter, 3.50 to
                  1.0.

4. Schedule 1.1(a).

         Schedule 1.1(a) to the Credit Agreement is amended and restated in its
entirety in the form attached hereto as Exhibit A.

5.       Consent and Waiver.

                  (a) Notwithstanding any term or provision contained in the
         Credit Documents to the contrary, subject to the conditions set forth
         in clause (c) below, the Lenders irrevocably consent to the following
         actions (collectively, the "Investment"):

                           (i) either (A) the contribution or sale of all of the
                  assets of IPMC, Inc., commonly known as the Detroit Paper
                  Mill, or (B) the contribution or sale of all of the shares of
                  IPMC, Inc. to a new joint venture (the "Joint Venture") in




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                  consideration for no less than $20 million in the form of
                  cash, subordinated notes and/or equity or a combination
                  thereof.

                           (ii) the Credit Parties will not be required to use
                  any proceeds received in consideration from the Investment to
                  prepay the Credit Party Obligations.

                           (iii) with respect to all assets being transferred
                  pursuant to the Investment, the Lenders shall release all of
                  their Liens on such assets, and the Lenders hereby authorize
                  the Collateral Agent to take such actions as are consistent
                  with such agreement to release the Liens.

                           (iv) if the stock of IPMC, Inc. is contributed or
                  sold to the Joint Venture, the guaranty obligations of IPMC,
                  Inc. shall be fully released, and the Lenders hereby authorize
                  the Collateral Agent to execute such release.

                  (b) The Lenders agree that any Default or Event of Default
         that may be caused by the Investment is hereby irrevocably waived,
         including, without limitation, any violation that may occur with
         respect to Section 3.3, Section 8.5 or Section 8.7 of the Credit
         Agreement. This is a one time waiver and does not constitute a waiver
         of any other Default or Event of Default that may exist or an agreement
         to waive any Default or Event of Default that may occur in the future.

                  (c) The consent and waiver by the Lenders set forth in this
         Section 5 is subject to satisfaction of the following conditions:

                           (i) the Investment occurs on or before November 30,
                  1998 on terms reasonably satisfactory to the Administrative
                  Agent;

                           (ii) no Default or Event of Default shall have
                  occurred and be continuing on the date of the Investment
                  unless such Default or Event of Default shall have been waived
                  in accordance with the Credit Agreement; and

                           (iii) the Collateral Agent receives, on behalf of the
                  Lenders, a first priority perfected security interest in all
                  rights of the Credit Parties in (A) any debt instrument
                  received in consideration for the Investment and (B) any
                  equity interest in the Joint Venture received in consideration
                  for the Investment, together with such documents, instruments,
                  certificates and opinions as reasonably requested.

6.       Conditions Precedent.

         The effectiveness of this Amendment is subject to the satisfaction of
each of the following conditions:



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                  (a) The Administrative Agent shall have received copies of
         this Amendment duly executed by the Credit Parties, the Required
         Lenders, Lenders holding at least 51% of the Tranche A Term Loans and
         Lenders holding at least 51% of the Tranche B Term Loans.

                  (b) The Administrative Agent shall have received copies of
         resolutions of the Board of Directors of each Credit Party approving
         and adopting this Amendment, the transactions contemplated herein and
         authorizing execution and delivery hereof, certified by a secretary or
         assistant secretary of such Credit Party to be true and correct and in
         full force and effects as of the date hereof.

                  (c) The Administrative Agent shall have received duly executed
         copies of modifications to Mortgage Documents, together with such real
         estate opinions and title update information as requested by the
         Administrative Agent.

                  (d) Each Lender, as appropriate, shall have received a duly
         executed replacement Revolving Note from the Borrower in the face
         amount of such Lender's Revolving Loan Commitment Percentage of the
         Revolving Committed Amount (as amended hereby) in substantially the
         form of Exhibit 2.1(e) to the Credit Agreement.

                  (e) Each Lender that is increasing its Revolving Commitment
         Amount shall have received a fee equal to .125% of such increase.

                  (f) Each Lender who executes and delivers this Amendment shall
         have received an amendment fee in an amount equal to .05% of its total
         Commitment under the Credit Agreement.

                  (g) The Administrative Agent shall have received an opinion
         from counsel to the Credit Parties, in form and substance satisfactory
         to the Administrative Agent, addressed to the Administrative Agent on
         behalf of the Lenders and dated as of the date hereof.

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

7.       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.




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                  (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
         other than any filing required in connection with the amendments or
         modifications to the Mortgage Documents contemplated by Section 6(c) 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 Section 6 of the Credit Agreement are true and correct as of
         the date hereof, (ii) no unwaived event has occurred and is continuing
         which constitutes a Default or an Event of Default 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.

                  (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


















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GUARANTORS:                IVEX PACKAGING CORPORATION
                           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

                           ULTRA PAC, INC.
                           a Minnesota corporation

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




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Signature Page to Third Amendment to Amended and Restated Credit Agreement,
Consent and Waiver among IPC, Inc., as Borrower, Ivex Packaging Corporation and
the Domestic Subsidiaries of IPC, Inc., as Guarantors, the Lenders party
thereto, NationsBank, N.A., as Administrative Agent and Bankers Trust Company,
as Documentation Agent.

LENDERS:

                   NATIONSBANK, N.A.,
                   individually in its capacity as a
                   Lender and in its capacity as Administrative Agent and
                   Collateral Agent

                   By:                                                  
                      --------------------------------------------
                   Name:                                      
                        ------------------------------------------
                   Title:                                               
                         -----------------------------------------


                   BANKERS TRUST COMPANY,
                   individually in its capacity as a Lender and in its capacity
                   as Documentation Agent

                   By:                                                  
                      --------------------------------------------
                   Name:                                      
                        ------------------------------------------
                   Title:                                               
                         -----------------------------------------