- EX 4.5

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of February 8, 2001

(amending and restating the Credit Agreement, dated as of June 15, 2000),

among

CHESAPEAKE CORPORATION

as the U.S. Borrower,

CHESAPEAKE UK ACQUISITIONS II PLC,

CHESAPEAKE UK ACQUISITIONS PLC,

CHESAPEAKE U.K. HOLDINGS LIMITED,

BOXMORE INTERNATIONAL PLC, and

FIELD GROUP PLC

as the U.K. Borrowers,

CHESAPEAKE EUROPE, SAS

as the French Borrower,

VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS

FROM TIME TO TIME PARTIES HERETO,

as the Lenders,

FIRST UNION NATIONAL BANK,

as the Administrative Agent, 

BANK OF AMERICA, N.A.,

as the Syndication Agent, and

WACHOVIA BANK, N.A.,

as the Documentation Agent.

___________________________

FIRST UNION SECURITIES, INC.,

as the Lead Arranger and Sole Book Runner

AMENDED AND RESTATED

CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 8, 2001, (amending andrestating the Credit Agreement, dated as of June 15, 2000) is among CHESAPEAKECORPORATION, a Virginia corporation (the "U.S. Borrower"), CHESAPEAKE UKACQUISITIONS II PLC, a public limited company incorporated under the laws of England andWales ("U.K. Acquisitions II"), CHESAPEAKE UK ACQUISITIONS PLC, a publiclimited company incorporated under the laws of England and Wales ("U.K.Acquisitions"), CHESAPEAKE U.K. HOLDINGS LIMITED, a limited liability companyincorporated under the laws of England and Wales ("U.K. Holdings"),BOXMORE INTERNATIONAL PLC, a public limited company incorporated under the laws ofNorthern Ireland ("Boxmore"), CHESAPEAKE EUROPE, SAS, a Societe parActions Simplifiee company organized under the laws of France (the "FrenchBorrower"), FIELD GROUP PLC, a public limited company incorporated under the lawsof England and Wales ("Field"; each of U.K. Acquisitions, U.K.Acquisitions II, U.K. Holdings, Boxmore and Field is sometimes referred to herein as a"U.K. Borrower" and collectively sometimes referred to herein as the"U.K. Borrowers", and together with the U.S. Borrower and the FrenchBorrower, each sometimes referred to herein as a "Borrower" andcollectively sometimes referred to herein as the "Borrowers"), thevarious financial institutions and other Persons from time to time parties hereto (the"Lenders"), FIRST UNION NATIONAL BANK ("First Union"),as administrative agent (in such capacity, the "Administrative Agent")for the Lenders, BANK OF AMERICA, N.A., as syndication agent (in such capacity, the "SyndicationAgent") for the Lenders, WACHOVIA BANK, N.A., as documentation agent (in suchcapacity, the "Documentation Agent") for the Lenders, and FIRST UNIONSECURITIES, INC., as the Lead Arranger and Sole Book Runner (in such capacity, the "Arranger").

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, dated as of June 15, 2000 (as amended orotherwise modified prior to the date hereof, the "Existing Credit Agreement"),among the Borrowers, certain financial institutions and other Persons from time to timeparty thereto (the "Existing Lenders") and First Union, as administrativeagent thereunder, the Existing Lenders were committed to making extensions of credit tothe Borrowers on the terms and conditions set forth therein and made revolving loans (the"Existing Revolving Loans"), swing line loans (the "ExistingSwing Line Loans"), other currency loans (the "Existing Other CurrencyLoans", and collectively with the Existing Revolving Loans and Existing SwingLine Loans, the "Existing Loans"), issued letters of credit (the "ExistingLetters of Credit") for the account of the Borrowers and issued loan noteguaranties (the "Existing Loan Note Guaranties") for the account of U.K.Acquisitions II and for the account of Field;

WHEREAS, in connection with certain capital expenditures and the ongoing workingcapital and general corporate needs of the Borrowers, the Borrowers desire to, among otherthings, continue the Existing Loans as Loans under this Agreement, Existing Letters ofCredit as Letters of Credit under this Agreement and the Existing Loan Note Guaranties asLoan Note Guaranties under this Agreement and to obtain the Commitments to make Loans andissue other Credit Extensions as set forth herein;

WHEREAS, the Borrowers have requested that the Existing Credit Agreement be amended andrestated in its entirety to become effective and binding on the Borrowers pursuant to theterms of this Agreement, and the Lenders (including the Existing Lenders) have agreed(subject to the terms of this Agreement) to amend and restate the Existing CreditAgreement in its entirety to read as set forth in this Agreement, and it has been agreedby the parties to the Existing Credit Agreement that (a) the commitments which theExisting Lenders have agreed to extend to the Borrowers under the Existing CreditAgreement shall be extended or advanced upon the amended and restated terms and conditionscontained in this Agreement, and (b) the Existing Loans and other Obligations outstandingunder the Existing Credit Agreement shall be governed by and deemed to be outstandingunder the amended and restated terms and conditions contained in this Agreement, with theintent that the terms of this Agreement shall supersede the terms of the Existing CreditAgreement (each of which shall hereafter have no further effect upon the parties thereto,other than for accrued interest, fees and expenses, and indemnification provisions andother Obligations, accrued and owing under the terms of the Existing Credit Agreement onor prior to the date hereof or arising (in the case of an indemnification) under the termsof the Existing Credit Agreement); provided that any Rate Protection Agreementswith any one or more Existing Lenders (or their respective Affiliates) shall continueunamended and in full force and effect;

WHEREAS, all Obligations are and shall continue to be secured by, among other things,the Pledge Agreements and the Security Agreement and the other Loan Documents and shall beguaranteed pursuant to the Subsidiary Guaranty and the guaranty herein provided by theBorrowers; and

WHEREAS, it is a condition to the effectiveness of this Agreement that Field andBoxmore execute and deliver the Field and Boxmore Pledge Agreement to the AdministrativeAgent;

NOW, THEREFORE, the parties hereto hereby agree to amend and restate the ExistingCredit Agreement, and the Existing Credit Agreement is hereby amended and restated in itsentirety as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1. Defined Terms. The following terms (whether or not underscored)when used in this Agreement, including its preamble and recitals, shall, except where thecontext otherwise requires, have the following meanings (such meanings to be equallyapplicable to the singular and plural forms thereof):

"Adjusted EBITDA" means, with respect to the Borrowers and theirSubsidiaries on a consolidated basis, for any applicable period, EBITDA for such period,as adjusted for the proforma impact of any Permitted Acquisitions orDispositions of assets during such period, such adjustments to be in form and substancereasonably satisfactory to the Administrative Agent.

"Administrative Agent" is defined in the preamble and includeseach other Person, if any, appointed as the successor Administrative Agent pursuant to Section9.4.

"Affiliate" of any Person means any other Person which, directly orindirectly, controls, is controlled by or is under common control with such Person."Control" of a Person means the power, directly or indirectly,

(a) to vote 10 o/o or more of the Capital Securities (on a fullydiluted basis) of such Person having ordinary voting power for the election of directors,managing members or general partners (as applicable); or

(b) to direct or cause the direction of the management and policies of such Person(whether through ownership of Capital Securities, by contract or otherwise).

"Agreement" means, on any date, the Existing Credit Agreement asamended and restated hereby and as further amended, supplemented, amended and restated orotherwise modified from time to time and in effect on such date.

"Alternate Base Rate" means, on any date and with respect to all BaseRate Loans, a fluctuating rate of interest per annum equal to the higher of (a) the BaseRate in effect on such day; and (b) the Federal Funds Rate in effect on such day plus 1/2of 1 o/o. Changes in the rate of interest on that portion of anyLoans maintained as Base Rate Loans will take effect as of the opening of business on thedate of each change in the Alternate Base Rate. The Administrative Agent will give noticepromptly to the Borrowers and the Lenders of changes in the Alternate Base Rate; provided,that the failure to give such notice shall not affect the Alternate Base Rate in effectafter such change. If for any reason the Administrative Agent shall have determined (whichdetermination shall be conclusive in the absence of manifest error) that it is unable toascertain the Federal Funds Rate for any reason, including the inability or failure of theAdministrative Agent to obtain sufficient quotations in accordance with the terms hereof,the Alternate Base Rate shall be determined without regard to clause (b) of thefirst sentence of this definition, until the circumstances giving rise to such inabilityno longer exist.

"Amendment Effective Date" means the date this Agreement becomeseffective pursuant to Sections 5.1 and 10.8.

"Applicable Margin" means the applicable percentage set forth belowcorresponding to the relevant Leverage Ratio:

| Leverage Ratio                  | Applicable Margin for LIBO Rate    Loans | Applicable Margin for Base Rate    Loans |
|---------------------------------|------------------------------------------|------------------------------------------|
| Greater than or equal to 4.25:1 | 2.50 o/o                                 | 1.50 o/o                                 |
| Greater than or equal to 4.0:1  | 1.75 o/o                                 | .75 o/o                                  |
| Greater than or equal to 3.75:1 | 1.50 o/o                                 | .50 o/o                                  |
| Greater than or equal to 3.5:1  | 1.125 o/o                                | .125 o/o                                 |
| Greater than or equal to 3.0:1  | 1.00 o/o                                 | 0 o/o                                    |
| Greater than or equal to 2.5:1  | .75 o/o                                  | 0 o/o                                    |
| Greater than or equal to 2.0:1  | .675 o/o                                 | 0 o/o                                    |
| Less than 2.0:1                 | .600 o/o                                 | 0 o/o                                    |