Exhibit 10.1


 


COMMON STOCK
REPURCHASE AGREEMENT


 


THIS COMMON STOCK REPURCHASE
AGREEMENT (this “Agreement”) is made as of December 21,
2005 by and among PCA Holdings LLC, a Delaware limited liability company (the “Seller”),
and Packaging Corporation of America, a Delaware corporation (the “Company”).


 


WHEREAS, the Seller is the owner of 44,098,010
shares of Common Stock, par value $0.01 per share (the “Common Stock”),
of the Company;


 


WHEREAS, the Seller and the Company have entered
into an Underwriting Agreement, dated as of December 15, 2005 (the “Underwriting
Agreement”), with Goldman Sachs & Co., as representative of the
several underwriters named therein (collectively, the “Underwriters”)
pursuant to which the Seller has agreed to sell, and the Underwriters have
agreed to purchase, in a firm commitment underwriting, 17,825,000 shares
of Common Stock (which amount includes 2,325,000
shares of Common Stock purchased by the Underwriters pursuant to their
exercise, in full, of the over-allotment option) (the “Secondary Offering”), at a purchase price of $20.69 per
share (representing the price per share set forth in the Underwriting
Agreement);


 


WHEREAS,
concurrently with the closing of the Secondary Offering, the Seller desires to
sell to the Company, and the Company desires to buy directly from the Seller an
aggregate of 4,500,000 shares of Common Stock (the “Shares”); and


 


WHEREAS,
the sale of the Shares by the Seller and the purchase of the Shares by the
Company is conditioned upon the closing of the Secondary Offering.


 


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


 


1.             Sale of Shares and Closing.


 


(a)           Sale of the
Shares.  On the Closing Date,
immediately following the closing of the Secondary Offering, and upon the terms
and conditions set forth in this Agreement, the Seller shall sell, transfer,
and assign to the Company, and deliver certificates representing, the Shares,
and the Company shall purchase from the Seller, all of the right, title, and
interest in and to the Shares.


 


(b)           Deliveries by the
Company.  On the Closing Date, the
Company shall deliver to the Seller (i) a cashier’s check or wire transfer
of immediately available funds to a bank account designated by the Seller in
the amount of $93,105,000, representing the price per share set forth in the
Underwriting Agreement, and (ii) such other documents relating to the
transactions contemplated by this Agreement as the Seller or its special
counsel may reasonably request.


 


(c)           Deliveries by the
Seller.  On the Closing Date, the
Seller shall release the Shares to the Company pursuant to an executed letter
of direction delivered to the Company’s transfer agent prior to the Closing
Date, and (ii) such other documents relating to the transactions
contemplated by this Agreement as the Company or its special counsel may
reasonably request.


 


(d)           Company to Cancel
Shares.  Upon the valid transfer of
the Shares from the Seller to the Company, all certificates evidencing the
Shares shall be cancelled by the Company.


 





















 


2.             The Closing.  The closing of the transactions contemplated
hereby (the “Closing”) shall take place at the offices of Kirkland &
Ellis LLP in Chicago, Illinois at 10:00 a.m. on the date hereof (the “Closing Date”), or at
such other place or on such other date as may be mutually agreeable to the
Seller and the Company.


 


3.             Representations and Warranties
of the Seller.  The
Seller hereby represents and warrants to the Company that:


 


(a)           Ownership.  All of the Shares are owned of record and
beneficially by the Seller, and the Seller has good and marketable title to the
Shares, free and clear of all security interests, claims, liens, pledges,
options, encumbrances, charges, agreements, voting trusts, proxies, and other
arrangements or restrictions whatsoever (“Encumbrances”), other than
pursuant to applicable securities laws.


 


(b)           Authorization; No
Breach.  The execution, delivery and performance
of this Agreement and all other agreements contemplated hereby to which the
Seller is a party have been duly authorized by the Seller.  This Agreement and all other agreements
contemplated hereby each constitutes a valid and binding obligation of the
Seller, enforceable in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws
affecting creditors’ rights generally and limitations on the availability of
equitable remedies.  The execution and
delivery by the Seller of this Agreement and all other agreements contemplated
hereby to which the Seller is a party, and the fulfillment of and compliance
with the respective terms hereof and thereof by the Seller, do not and shall
not conflict with or result in a breach of the terms, conditions or provisions
of, or require any authorization, consent, approval, exemption or other action
by or notice to any court or administrative or governmental body pursuant to,
its limited liability company operating agreement or any material law, statute,
rule or regulation to which the Seller is subject, or any material
agreement, instrument, order, judgment or decree to which the Seller is
subject, except where any such condition would not have a material adverse
effect on the Seller or its ability to perform its obligations hereunder.  The Seller has full right, power and
authority to sell, assign, transfer and deliver the Shares to be sold by the
Seller hereunder.


 


4.             Representations and Warranties
of the Company. 
The Company hereby represents and warrants to the Seller that:


 


(a)           Authorization; No
Breach.  The execution, delivery and
performance of this Agreement and all other agreements contemplated hereby to
which the Company is a party have been duly authorized by the Company.  This Agreement and all other agreements
contemplated hereby each constitutes a valid and binding obligation of the
Company, enforceable in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws
affecting creditors’ rights generally and limitations on the availability of
equitable remedies.  The execution and
delivery by the Company of this Agreement and all other agreements contemplated
hereby to which the Company is a party, and the fulfillment of and compliance
with the respective terms hereof and thereof by the Company, do not and shall
not conflict with or result in a breach of the terms, conditions or provisions
of, or require any authorization, consent, approval, exemption or other action
by or notice to any court or administrative or governmental body pursuant to,
its certificate of incorporation or bylaws or any material law, statute, rule or
regulation to which the Company is subject, or any material agreement,
instrument, order, judgment or decree to which the Company or any subsidiary is
subject, except where any such condition would not have a material adverse
effect on the Company or its ability to perform its obligations hereunder.


 


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5.             General Provisions.


 


(a)           Survival of
Representations.  All representations
and warranties contained herein or made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, regardless of any
investigation made by a party or on its behalf.


 


(b)           Expenses.  The parties will each pay their own costs and
expenses (including attorneys’ fees and expenses) incurred in connection with
the preparation, negotiation and consummation of this Agreement and the
transactions contemplated hereby.


 


(c)           Severability.  Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in
any jurisdiction, such invalidity, illegality or unenforceability will not
affect any other provision or any other jurisdiction, but this Agreement will
be reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.


 


(d)           Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, any
one of which need not contain the signatures of more than one party, but all
such counterparts taken together shall constitute one and the same Agreement.


 


(e)           Successors and
Assigns.  Except as otherwise
provided herein, this Agreement shall bind and inure to the benefit of and be
enforceable by any of the parties hereto and their respective successors and
assigns (including subsequent holders of Shares).


 


(f)            Descriptive
Headings; Interpretation.  The
descriptive headings of this Agreement are inserted for convenience only and do
not constitute a part of this Agreement. 
The use of the word “including” in this Agreement shall be by way of
example rather than by limitation.


 


(g)           Choice of Law.  The corporate law of the State of Delaware
will govern all questions concerning the relative rights of the Company and its
stockholders.  All other questions
concerning the construction, validity and interpretation of this Agreement and
the exhibits hereto will be governed by and construed in accordance with the
internal laws of the State of Illinois, without giving
effect to any choice of law or conflict of law provision or rule (whether
of the State of Illinois or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Illinois.


 


(h)           Waiver of Trial By Jury.  Each
of the parties to this Agreement irrevocably and unconditionally waives the
right to a trial by jury in any action, suit or proceeding arising out of,
connected with or relating to this Agreement, the matters contemplated hereby,
or the actions of the parties in the negotiation, administration, performance
or enforcement of this Agreement.


 


(i)            Remedies.  Each of the parties to this Agreement will be
entitled to enforce its rights under this Agreement specifically, to recover
damages and costs (including attorneys’ fees) caused by any breach of any
provision of this Agreement and to exercise all other rights existing in its
favor.  The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party in its sole discretion may
apply to any court of competent jurisdiction (without posting any bond or
deposit) for specific performance and/or other injunctive relief in order to
enforce or prevent any violations of the provisions of this Agreement.


 


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(j)            Amendment and
Waiver.  The provisions of this Agreement
may be amended and waived only with the prior written consent of the parties
hereto.


 


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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement on the date first written
above.


 


	
   

  	
  PCA HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Samuel M. Mencoff

  
	
   

  	
  Name:

  	
  Samuel
  M. Mencoff

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PACKAGING CORPORATION OF AMERICA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul T. Stecko

  
	
   

  	
  Name:

  	
  Paul
  T. Stecko

  
	
   

  	
  Title:

  	
  Chairman
  and Chief Executive Officer

  



 


Signature
Page to Common Stock Repurchase Agreement