<PAGE>


                      TWELFTH AMENDMENT TO CREDIT AGREEMENT

         TWELFTH AMENDMENT TO CREDIT AGREEMENT ("Twelfth Amendment"), dated as
of February 17, 2000 to the Credit Agreement, dated as of May 17, 1996, among
Packaging Resources Incorporated, a Delaware corporation (the "Borrower"), the
lender signatories thereto ("Lenders") and LaSalle Bank, National Association, a
national banking association, f/k/a LaSalle National Bank ("LaSalle"), as agent
for such Lenders (LaSalle, in such capacity "Agent").

         WHEREAS, the Borrower, the Lenders and the Agent have entered into that
certain Credit Agreement dated as of May 17, 1996 as amended by that certain
First Amendment to Credit Agreement, dated December 12, 1996, by and among the
Borrower, the Lenders and the Agent ("First Amendment"), by that certain Second
Amendment to Credit Agreement dated as of April 24, 1997, by and among the
Borrower, the Lenders and the Agent ("Second Amendment"), by that certain Third
Amendment to Credit Agreement dated August 27, 1997, by and among the Borrower,
the Lenders and the Agent ("Third Amendment"), by that certain Fourth Amendment
to Credit Agreement dated as of April 30, 1998, by and among the Borrower, the
Lenders and the Agent ("Fourth Amendment"), by that certain Fifth Amendment to
Credit Agreement and First Amendment to Security Agreement dated August 5, 1998
by and among the Borrower, the Lenders and the Agent, by that certain Sixth
Amended to Credit Agreement dated as of February 25, 1999 by and among the
Borrower, the Lenders and the Agent, by that certain Seventh Amendment to Credit
Agreement dated April 27, 1999 by and among the Borrower, the Lenders and the
Agent, by that certain Eighth Amendment to Credit Agreement dated May 18, 1999
by and among the Borrower, the Lenders and the Agent, by that certain Ninth
Amendment to Credit Agreement dated August 25, 1999 by and among the Borrower,
the Lenders and the Agent, by that certain Tenth Amendment to Credit Agreement
dated October 7, 1999 by and among the Borrower, the Lenders and the Agent and
by that certain Eleventh Amendment to Credit Agreement dated as of November 15,
1999 by and among, the Borrower, the Lenders and the Agent, (said Credit
Agreement, as amended, is hereinafter referred to as the "Credit Agreement");

         WHEREAS, the Borrower, the Lenders and the Agent wish to amend and
modify certain of the provisions of the Credit Agreement pursuant to the terms
hereof;

         NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained and contained in the Credit Agreement, the
parties hereto hereby agree as follows:

1. DEFINITIONS. Except as otherwise provided herein, capitalized terms used
herein without definition shall have the meanings set forth in the Credit
Agreement.

1.        ADDITIONAL DEFINITION. The following definition of "Two New
Printers" is hereby

<PAGE>

inserted into Section 1.1 of the Credit Agreement:

                                      * * *

               "Two New Printers" shall mean the two AEI printers purchased by
         the Borrower on or prior to ____________, 2000.

                                      * * *

1.        REVOLVING CREDIT FACILITY COMMITMENT AND BORROWING LIMIT. Section
2.2 of the Credit Agreement is deleted and the following is inserted in its
stead:

                                      * * *

               "Section 2.2 REVOLVING CREDIT FACILITY COMMITMENT AND BORROWING
         LIMIT. (a) The Revolving Loan shall not at any time, when taken
         together with the Letter of Credit Usage at such time (after giving
         effect to any concurrent reimbursement of a Letter of Credit with the
         proceeds of a Revolving Advance pursuant to Section 4A.1(c) hereof)
         exceed the least of (i) the remainder of (x) Twenty-Five Million Five
         Hundred Thousand Dollars ($25,500,000) MINUS (y) the amount of the
         Equipment Advance advanced to the Borrower to finance a portion of the
         purchase price for the Two New Printers ("Revolving Credit Facility
         Commitment"), (ii) the Borrowing Base as of such time and (iii) the
         maximum amount permitted by the Senior Note Documents (the least of
         (i), (ii) and (iii) being the "Borrowing Limit").

               (b) Subject to the limitations of Sections 2 and 3 hereof, the
         Borrower may borrow, repay (without premium or penalty) and reborrow
         the Revolving Loan. The portion of the Revolving Loan to be funded by
         each Lender shall not exceed in aggregate principal amount at one time
         outstanding, and no Lender shall have any obligation to make its pro
         rata share of any Revolving Advance which shall result in such Lender's
         share of the Revolving Loan at such time plus such Lender's share of
         the Letter of Credit Usage at such time being in the aggregate in
         excess of, the revolving commitment amount set forth opposite such
         Lender's name on Schedule 1.1 to the Seventh Amendment (as such amount
         may be reduced from time to time in accordance with the terms hereof,
         for each Lender its "Revolving Commitment").

               (c) The Revolving Commitment of each Lender shall be reduced upon
         each reduction of the Revolving Credit Facility Commitment. The amount
         of the reduction for each Lender shall be equal to such Lender's pro
         rata share (based on its percentage interest in the Revolving Credit
         Facility Commitment) of the


<PAGE>


         reduction in the Revolving Credit Facility Commitment."

                                      * * *

1.        EQUIPMENT ACQUISITION LOANS. Section 2.3.1 of the Credit Agreement
is hereby deleted and the following is inserted in its stead:

*       *       *

               "Section 2.3.1 EQUIPMENT ACQUISITION LOANS. During the period
         between the Fifth Amendment Effective Date and the date which is the
         earlier of (i) the Maturity Date and (ii) eighteen months after the
         Fifth Amendment Effective Date, each Lender agrees, for so long as
         no Default or Event of Default exists, to make such Lender's pro
         rata share of equipment acquisition loans (each such loan an
         "Equipment Advance" and the outstanding principal balance of all
         Equipment Advances from time to time, the "Equipment Loan") to the
         Borrower to finance, in part, the purchase by the Borrower of
         Eligible Equipment. The aggregate principal amount of the Equipment
         Commitments is Seven Million Five Hundred Thousand Dollars
         ($7,500,000) PLUS the amount of the Equipment Advance advanced to
         the Borrower to finance a portion of the purchase price of the Two
         New Printers. In no event, however, shall the outstanding principal
         balance of the Equipment Loan exceed Ten Million Dollars
         ($10,000,000). Subject to all of the terms and conditions of this
         Agreement, each Lender agrees, for so long as no Default or Event of
         Default exists, to make Equipment Advances to the Borrower from time
         to time, as requested by the Borrower in accordance with the terms
         of Section 2.4 hereof, up to a maximum principal amount at any time
         outstanding equal to the product of (A) Seven Million Five Hundred
         Thousand Dollars ($7,500,000) PLUS the amount of the Equipment
         Advance advanced to the Borrower to finance a portion of the
         purchase price of the Two New Printers, multiplied by (B) such
         Lender's pro rata share of the Equipment Commitments. In no event
         (x) shall any one request by the Borrower for Equipment Advances be
         in the amount of less than One Million Dollars ($1,000,000) or, (y)
         shall the amount of any one request by Borrower for Equipment
         Advances exceed sixty-seven percent (67%), the hard cost (invoice
         price less taxes and delivery) of the Eligible Equipment, the
         purchase of which is to be financed, in part, with the proceeds of
         the applicable Equipment Advance. Prior to the funding of any
         Equipment Advance, the Borrower shall provide the Agent with (i)
         copies of the invoices or other comparable documentation for the
         Eligible Equipment, the purchase of which is to be financed, in
         part, with the proceeds of such proposed Equipment Advance together
         with such other supporting details as reasonably requested by Agent,
         and (ii) properly executed UCC-1 Financing Statements describing, in
         sufficient detail to meet the requirements of the Uniform Commercial
         Code for perfection of purchase money security interests, such

<PAGE>


         Eligible Equipment. All such Equipment Advances shall be secured by
         all of the Eligible Equipment, the purchase of which was financed, in
         part, by the proceeds of Equipment Advances. The principal amount of
         all Equipment Advances shall be due on the Maturity Date or as
         otherwise provided in the Equipment Note or as otherwise provided
         herein, provided that Borrower may prepay, without penalty or premium,
         the outstanding principal balance of any Equipment Advance. The
         Equipment Advances shall be evidenced by promissory notes to be
         executed and delivered by the Borrower to the Lenders on or prior to
         the Fifth Amendment Effective Date, the form of which is attached
         hereto and made a part hereof as Exhibit 2.3.1 (the "Equipment
         Note(s)"), shall bear interest as specified in Section 2.6 and shall be
         repayable in accordance with the terms hereof and of the Equipment
         Notes. On the date which is eighteen months after the Fifth Amendment
         Effective Date, the outstanding Equipment Advances shall be converted
         into term loans. The principal amount of such Equipment Advances so
         converted to a term obligation shall be amortized on the basis of
         sixty (60) equal monthly payments, commencing on the first day of the
         calendar month after the calendar month in which the conversion
         occurs. The foregoing notwithstanding, the entire principal balance of
         all Equipment Advances shall be due and payable on the Equipment
         Maturity Date."

*       *       *

1.        AMENDED AND RESTATED REVOLVING NOTE AND EQUIPMENT ACQUISITION NOTE.
It shall be a condition precedent to the effectiveness of this Twelfth
Amendment that Borrower shall have executed and delivered to LaSalle Bank,
National Association, as the sole Lender, an amended and restated Revolving
Note in the form of Exhibit 2.3 to the Credit Agreement in the aggregate
principal amount of the Revolving Loan Commitment and an amended and restated
Equipment Acquisition Note in the form of Exhibit 2.3.1 to in Credit
Agreement in the aggregate principal amount of the Equipment Commitments.
Upon receipt of such amended and restated Revolving Note and Equipment Note,
LaSalle Bank, National Association shall return the amended and restated
Revolving Note and amended and restated Equipment Acquisition Note previously
delivered by Borrower to LaSalle Bank, National Association marked "amended
and superseded."

1.        SCHEDULE 1.1. Schedule 1.1 attached to the Credit Agreement is
hereby deleted and Schedule 1.1 attached to this Seventh Amendment is hereby
inserted in its stead.

1.        UNUSED EQUIPMENT ACQUISITION LOAN FACILITY FEE. Section 3.8 of the
Credit Agreement is hereby deleted and the following is inserted in its stead:

               "Section 3.8 UNUSED FACILITY FEE. The Borrower shall pay to the
         Agent for the PRO RATA account of the Lenders a commitment fee, which
         shall accrue from and after the Closing Date until the date of the
         expiration, termination or cancellation


<PAGE>


         of the Borrower's ability to request Equipment Advances payable
         quarterly in arrears on each March 31, June 30, September 30 and
         December 31, commencing September 30, 1998 (and on the date which is
         the earlier of eighteen months from the Fifth Amendment Effective Date
         or earlier expiration, termination or cancellation of Borrower's
         ability to request Equipment Advances), of one-half of one percent
         (0.5%) per annum on the average amount, calculated on a daily basis
         based on a 360-day year, by which Seven Million Five Hundred Thousand
         Dollars ($7,500,000) PLUS the amount of the Equipment Advance advanced
         to the Borrower to finance a portion of the purchase price of the Two
         New Printers exceeds the aggregate amount of Equipment Advances made
         by Lenders pursuant to the terms hereof.

1.        FINANCIAL COVENANTS. Section 8.16 (a) and Section 8.16(b) of the
Credit Agreement are deleted and the following are inserted in their stead:

2.

*       *       *
               "Section 8.16 FINANCIAL COVENANTS. The Borrower covenants and
         agrees that:

               (a) Fixed Charge Coverage Ratio: The Fixed Charge Coverage
         Ratio, as of the end of (i) the one fiscal quarter then ended in
         respect to the fiscal quarter ending on August 31, 1996, (ii) the
         two consecutive fiscal quarters then ended in respect to the fiscal
         quarter ending on November 30, 1996, (iii) the three consecutive
         fiscal quarters then ended in respect to the fiscal quarter ending
         on February 28, 1997, and (iv) the four consecutive fiscal quarters
         then ended in respect to the fiscal quarter ending on May 31, 1997
         and the last day of each August, November, February and May
         thereafter, shall not be less than the ratio set forth opposite such
         date:

<TABLE>
<CAPTION>

                           FISCAL QUARTER                               RATIO
                      ENDING ON THE LAST DAY OF                         -----
                      -------------------------
               <S>                                                    <C>
               AUGUST AND NOVEMBER, 1998                              1.00 TO 1
               -------------------------                              ---------
               FEBRUARY, 1999                                         1.05 TO 1
               --------------                                         ---------
               MAY, AUGUST AND NOVEMBER, 1999                         1.10 TO 1
               ------------------------------                         ---------
               FEBRUARY, 2000                                         0.80 TO 1
               --------------                                         ---------
               MAY, AUGUST AND NOVEMBER, 2000 AND                     1.20 TO 1
               ----------------------------------                     ---------
               FEBRUARY, 2001 AND EACH FISCAL QUARTER THEREAFTER
               -------------------------------------------------
</TABLE>

               (b) FUNDED DEBT TO EBITDA RATIO: THE RATIO OF FUNDED DEBT AS OF
         THE LAST DAY OF EACH OF THE FISCAL QUARTERS LISTED BELOW TO EBITDA FOR
         THE FOUR CONSECUTIVE FISCAL QUARTERS THEN ENDED SHALL NOT BE MORE THAN
         THE AMOUNT SET FORTH BELOW OPPOSITE SUCH PERIOD:


<PAGE>


<TABLE>
<CAPTION>

                           FISCAL QUARTER                               RATIO
                      ENDING ON THE LAST DAY OF                         -----
                      -------------------------
               <S>                                                    <C>
               AUGUST AND NOVEMBER, 1998 AND FEBRUARY, 1999           5.00 TO 1
               --------------------------------------------           ---------
               MAY, 1999                                              5.40 TO 1
               ---------                                              ---------
               AUGUST, 1999                                           5.00 TO 1
               ------------                                           ---------
               NOVEMBER, 1999                                         5.00 TO 1
               --------------                                         ---------
               FEBRUARY, 2000                                         6.00 TO 1
               --------------                                         ---------
               MAY, AUGUST AND NOVEMBER, 2000                         4.50 TO 1
               ------------------------------                         ---------
               FEBRUARY, 2001 AND EACH FISCAL QUARTER THEREAFTER      4.25 TO 1"
               -------------------------------------------------      ----------
</TABLE>

                                 *   *   *

1.        CONTINUING EFFECT. Except as otherwise specifically set out herein,
the provisions of the Loan Agreement shall remain in full force and effect.

1.        COUNTERPARTS. This Twelfth Amendment may be executed in any number
of separate counterparts, each of which shall, collectively and separately,
constitute one agreement.

            IN WITNESS WHEREOF, this Twelfth Amendment has been duly executed
as of the date first written above.

PACKAGING RESOURCES                             LASALLE BANK, NATIONAL
INCORPORATED,                                   ASSOCIATION,
as Borrower                                     as Agent and Lender



By: /s/ Jerry J. Corirossi                      By: /s/ Meghan Blake
   Name: Jerry J. Corirossi                        Name: Meghan Blake
   Title: Executive Vice President                 Title: Assistant Vice
                                                          President --
                                                          Commercial Lending



<PAGE>

<TABLE>
<CAPTION>

                                           SCHEDULE 1.1

                       REVOLVING         MAXIMUM                  EQUIPMENT              MAXIMUM
    LENDER            COMMITMENT        REVOLVING                   LOAN                EQUIPMENT
    ------            PERCENTAGE        COMMITMENT                PERCENTAGE           COMMITMENT
                      ----------        ----------                ----------           ----------
<S>                   <C>         <C>                             <C>            <C>
LASALLE BANK,            100%          $25,500,000                   100%              $7,500,000
NATIONAL ASSOCIATION
                                  $25,500,000 MINUS, the amount                  PLUS the amount of the
                                  of the Equipment Advance                       Equipment Advance advanced to
                                  advanced to the Borrower to                    the Borrower to finance a
                                  finance a portion of the                       portion of the purchase price
                                  purchase price for the Two                     for the Two New Printers
                                  New Printers
</TABLE>