<PAGE>


                         FIFTH AMENDMENT TO CREDIT AGREEMENT
                      AND FIRST AMENDMENT TO SECURITY AGREEMENT

          FIFTH AMENDMENT TO CREDIT AGREEMENT ("Fifth Amendment"), dated as 
of August 5, 1998 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 National Bank, a 
national banking association ("LaSalle"), as agent for such Lenders 
("LaSalle, in such capacity, the "Agent"), and First Amendment to Security 
Agreement dated as of August 5, 1998 to the Security Agreement dated as of 
May 17, 1996 by and between the Borrower and the 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") and 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") 
(said Credit Agreement, as amended, is hereinafter referred to as the "Credit 
Agreement"); 

          WHEREAS, the Borrower and the Agent have entered into that certain 
Security Agreement dated as of May 17, 1996 (the "Security Agreement"); and 

          WHEREAS, the Borrower, the Lenders and the Agent wish to amend and 
modify certain of the provisions of the Credit Agreement and the Security 
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.

          2.     AMENDED DEFINITIONS AND ADDITIONAL DEFINITIONS.  The 
definitions of "Advance", "Applicable Margin", "Commitment", "Base Rate 
Advance", "EBITDA", "Eurodollar Advance", "Fixed Charges", "Loans", "Maturity 
Date" and "PRO RATA" contained in Section  1.1 of the Credit Agreement are 
hereby deleted and the following are inserted in their stead.  The following 
new definitions of "Base Rate Revolving Advance", "Base Rate Equipment 
Advance", "Eligible Equipment", "Equipment Advance", "Equipment Commitment", 
"Equipment Loan", "Equipment

<PAGE>


Maturity Date", "Equipment Note","Equipment Security Agreement", "Eurodollar 
Equipment Advance", "Eurodollar Revolving Advance", "Fifth Amendment", "Fifth 
Amendment Effective Date" and "Revolving Advance" are hereby inserted into 
Section  1.1 of the Credit Agreement. 

          "Advance" shall mean and include each borrowing hereunder of a 
Revolving Advance, including each Eurodollar Revolving Advance and each Base 
Rate Revolving Advance, and each borrowing hereunder of an Equipment Advance, 
including each Eurodollar Equipment Advance and each Base Rate Equipment 
Advance. 

          "Applicable Margin" shall mean:  (i) with respect to Eurodollar 
Revolving Advances, two percentage points (2%); (ii) with respect to Base 
Rate Revolving Advances, one-half of one percentage point (1/2%); (iii) with 
respect to Eurodollar Equipment Advances, two and one-quarter percentage 
points (2 1/4%); and (iv) with respect to Base Rate Equipment Advances, 
three-quarters of one percentage point (3/4%).  

          "Base Rate Advance" shall mean any portion of a Revolving Advance 
or an Equipment Advance which is not a Eurodollar Advance. 

          "Base Rate Equipment Advance" shall mean any portion of an 
Equipment Advance which is not a Eurodollar Equipment Advance. 

          "Base Rate Revolving Advance" shall mean a portion of a Revolving 
Advance which is not a Eurodollar Revolving Advance. 

          "Commitment" shall mean with respect to each Lender, such Lender's 
Revolving Commitment and Equipment Commitment, as set forth on Schedule 1.1. 

          "EBITDA" for any period shall mean, consolidated pre-tax income 
from operations of the Borrower and its Subsidiaries as determined in 
accordance with GAAP for such period, PLUS Interest Expense for such period, 
PLUS the amount of noncash charges including, without limitation, noncash 
charges for deprecation and amortization, of the Borrower and its 
Subsidiaries on a consolidated basis for such period, PLUS or MINUS any 
extraordinary losses or gains, PLUS any prepayment premiums or write-down or 
write-off of debt discount or deferred financing costs to the extent such 
amounts are incurred as a result of the prepayments of any Indebtedness of 
the Borrower with the proceeds of the Senior Notes, PLUS for fiscal periods 
ending on the last day of August and November 1998 and February 1999 only, 
Seven Million Nine Hundred Twenty-Nine Thousand Dollars ($7,929,000).

          "Eligible Equipment" shall mean equipment to be purchased by 
Borrower for use by Borrower in its promotional cup and packaging business. 

          "Equipment Advance" shall have the meaning set forth in Section 
2.3.1 hereof.  


                                       2

<PAGE>


          "Equipment Commitment" for each Lender shall mean the amount set 
forth opposite such Lender's name on Schedule 1.1 hereof as such Lender's 
Equipment Commitment. 

          "Equipment Loans" shall mean the Loans to be made by Lender to 
Borrower pursuant to Section  2.3.1 hereof. 

          "Equipment Maturity Date" shall mean the earlier of (i) the 
Maturity Date and (ii) November 30, 2002. 

          "Equipment Note" shall mean each Equipment Promissory Note to be 
executed in favor of each Lender as provided in Section  2.3.1 of the 
Agreement which shall be in the form of EXHIBIT 2.3.1 to the Agreement." 

          "Equipment Security Agreement" shall mean the Equipment Security 
Agreement dated as of August __, 1998, by and between the Borrower and the 
Agent, as the same may be amended and modified from time to time. 

          "Eurodollar Equipment Advance" shall mean any portion of an 
Equipment Advance designated to bear interest based upon the Adjusted 
Eurodollar Rate as provided in Section  2 hereof. 

          "Eurodollar Revolving Advance" shall mean any portion of any 
Eurodollar Advance designated to bear interest based upon the Adjusted 
Eurodollar Rate as provided in Section  2 hereof. 

          "Fifth Amendment" shall have the meaning set forth in the first 
paragraph of the Fifth Amendment. 

          "Fifth Amendment Effective Date" shall have the meaning set forth 
in Section  11 of the Fifth Amendment. 

          "Fixed Charges" shall mean, for any period, the sum of (i) Capital
Expenditures of the Borrower and its Subsidiaries on a consolidated basis during
such period, excluding (x) Capital Expenditures made in an aggregate amount not
to exceed $2,302,000 associated with the tooling Expenditures described on
Exhibit A to the First Amendment and (y) Capital Expenditures described on
Exhibit A to the Fourth Amendment in an aggregate amount not to exceed
$5,832,000 associated with the purchase of eight new printing presses, and
(z) Capital Expenditures financed with the proceeds of Revolving Advances or
Equipment ADVANCES, PLUS (ii) Interest Expense of the Borrower and its
Subsidiaries for such period, PLUS (iii) the aggregate amount of payments of
principal on Indebtedness for Borrowed Money (including, without limitation,
Capitalized Lease Obligations but excluding principal payments made in respect
to the Bemis Note), PLUS (iv) the aggregate amount of cash dividends paid by the
Borrower during such period.

          "Loans" shall mean the Revolving Loan and the Equipment Loans. 


                                       3

<PAGE>


     "Maturity Date" shall mean the earlier of (i) July 31, 2001 or, if the 
term of this Agreement is extended pursuant to Section  3.6(b) hereof, the 
last day of any applicable Renewal Term and (ii) the date on which Borrower 
elects to terminate this Agreement pursuant to Section  12.8(b).

          "PRO RATA" (as applied to allocations among the Lenders) shall 
mean, with respect to each Lender, a percentage equal to the ratio that (i) 
with respect to the Revolving Loan, the Revolving Commitment of such Lender 
as set forth on Schedule 1.1 as it bears to the aggregate Revolving 
Commitments of all Lenders, (ii) with respect to the Equipment Loan, the 
Equipment Commitment of such Lender as set forth on Schedule 1.1 as it bears 
to the Aggregate Equipment Commitments of all Lenders, and (iii) in all other 
instances, the Commitment of such Lender as it bears to the Commitments of 
all Lenders. 

                               *          *          * 

          3.     EQUIPMENT ACQUISITION LOANS.  The following shall be 
inserted into the Credit Agreement as Section  2.3.1:

     "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 
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) Ten Million Dollars ($10,000,000), 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 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


                                       4

<PAGE>

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."

          4.     NOTICE OF BORROWING; BORROWER'S CERTIFICATE.  Section  2.4 
of the Credit Agreement is hereby deleted and the following is inserted in 
its stead:

     "Section  2.4  NOTICE OF BORROWING; BORROWER'S CERTIFICATE.  (a) 
Whenever the Borrower desires to make a borrowing of a Revolving Advance or 
an Equipment Advance the Borrower shall give the Agent, at its address 
referred to in Section 12.4 hereof, not later than 11:00 a.m. (Chicago time), 
at least three Business Days' (or, in the case of an Advance which shall be a 
Base Rate Advance, same Business Day) prior Written Notice or telephonic 
notice from an Authorized Representative confirmed promptly in writing (which 
notice shall be irrevocable) of its desire to make a borrowing of an Advance. 
 Each notice of borrowing under this Section 2.4 shall be substantially in 
the form of Exhibit 2.4 to the Fifth Amendment (each a "BORROWER'S 
CERTIFICATE") and specify, INTER ALIA, the date on which the Borrower desires 
to make a borrowing of an Advance (which in each instance shall be a Business 
Day), the amount of such borrowing, whether such borrowing shall be a Base 
Rate Equipment Advance, Base Rate Revolving Advance, Eurodollar Revolving 
Advance or a Eurodollar Equipment Advance or any combination thereof, and, in 
the case of the selection of a Eurodollar Advance, the proposed Interest 
Period therefor, and, in respect to Revolving Advances, shall refer to the 
most recent Borrowing Base Certificate delivered by the Borrower pursuant to 
Section  8.1(h) hereof and set forth the Borrowing Base provided therein.  
Further, if a Borrower's Certificate shall request the Lenders to make an 
Equipment Advance, the Borrower's Certificate shall include copies of the 
invoices or other comparable documentation and supporting details reasonably 
requested by Agent as required by Section  2.3.1 hereof to evidence that the 
conditions for an Equipment Advance have been met and shall further include a 
certified copy of Borrower's casualty insurance policy, together with loss 
payable endorsements on a standard form loss payee endorsement naming Agent 
as loss payee and co-insured in respect to the Eligible Equipment, the 
purchase of which is to be financed, in part, with the proceeds of the 
requested Equipment Advance.  If such notice shall be with respect to a 
borrowing of a Eurodollar Advance but fails to state an applicable Interest 
Period therefor, then such notice shall be deemed to be a request for a 
one-month Interest Period.  If the Borrower shall fail to state in any such 
notice whether such Advance shall be a Base Rate Advance or a Eurodollar 
Advance, then the Borrower shall be deemed to have selected a Base Rate 
Advance. Subject to the other provisions of this Agreement, Base Rate 
Advances and Eurodollar Advances of more than one type may be outstanding at 
the same time; PROVIDED, HOWEVER, that (i) Eurodollar Advances shall be in an 
amount equal to $1,000,000 or any integral

                                       5

<PAGE>


multiple of $200,000 in excess of $1,000,000, and (ii) Eurodollar Advances 
shall be available for election by the Borrower only for one, two or three 
month Interest Periods PROVIDED, that no more than six (6) Eurodollar 
Advances in the aggregate may be outstanding at any one time.  The Agent 
shall give each Lender telephonic notice (confirmed promptly in writing) on 
the same day as Agent receives any such Borrower's Certificate of the 
proposed borrowing of an Advance, of such Lender's PRO RATA share thereof, 
and of the other matters covered by the Borrower's Certificate. 

          (b)    The Borrower shall not be permitted to select a borrowing of 
a Eurodollar Advance in any Borrower's Certificate (x) to the extent such 
selection would be prohibited by Section 2.10 or 2.11 hereof, or (y) if a 
Default or an Event of Default shall be in existence as of the date of 
selection of the applicable Interest Period. 

          (c)    Each Lender shall make available to the Agent such Lender's 
PRO RATA portion of the Advance (subject to the conditions of this Agreement 
as to the making of such Advance by such Lender), to be made on the date 
specified in the Borrower's Certificate, no later than 2:00 (Chicago time) on 
such specified date, in U.S. dollars in immediately available funds, at the 
office of the Agent located at 135 South LaSalle Street, Chicago, Illinois 
60603 or such other office as the Agent may from time to time direct (the 
"PAYMENT OFFICE") for the account of such office of the Agent.  The portion 
of each Advance to be funded by each Lender shall be an amount equal to (x) 
the dollar amount of the Advance requested under the applicable Borrower's 
Certificate, multiplied by (y) the percentage set forth opposite such 
Lender's name on Schedule 1.1 hereto with respect to such Lender's Revolving 
Commitment (in the case of Revolving Advances) or such Lender's Equipment 
Commitment (in the case of Equipment Advances). 

          (d)    Except for Revolving Advances made pursuant to Section 
4A.1(c) hereof (which Revolving Advances shall be applied to the 
reimbursement of drawings under the Letter of Credit for which such Revolving 
Advance was made in accordance with such Section 4A.1(c) hereof), subject to 
satisfaction of all applicable conditions precedent, proceeds of each Advance 
received by the Agent shall be made available to the Borrower by the Agent at 
its Payment Office (or such other office of the Agent in Illinois as the 
Borrower may from time to time specify in writing to the Agent)."

          5.     INTEREST.  Section  2.6 of the Credit Agreement is hereby 
deleted and the following is inserted in its stead:

     "Section  2.6  INTEREST.  (a) Interest on Eurodollar Advances.  Except
as provided in Section  2.6(c) hereof, the Borrower shall pay interest on the
unpaid principal amount of each Eurodollar Revolving Advance and each Eurodollar
Equipment Advance made to it outstanding from time to time, (i) on each Interest
Payment Date with respect to such Eurodollar Advance, (ii) at the date of
conversion of such Eurodollar Advance (or portion thereof) to a Base Rate
Advance, (iii) at maturity of each such Eurodollar Advance and (iv) after
maturity of such Eurodollar Advance (whether by acceleration or otherwise) upon
demand, in each case at an interest rate per annum equal to the Adjusted
Eurodollar Rate for the Interest Period in effect for such Eurodollar Revolving
Advance or Eurodollar Equipment Advance plus the Applicable Margin. 


                                       6

<PAGE>
     

          (b)    INTEREST ON BASE RATE ADVANCES.  Except as provided in 
Section  2.6(c) hereof, the Borrower shall pay interest on the unpaid 
principal amount of the Base Rate Revolving Advances and the Base Rate 
Equipment Advances made to it hereunder, and, to the extent due and payable, 
Additional Indebtedness incurred by it, in each case, outstanding from time 
to time at an interest rate per annum equal to the Base Rate in effect from 
time to time.  Interest on Base Rate Advances shall be payable monthly in 
arrears on the last day of each month of each calendar year commencing with 
May 31, 1996, and at maturity (whether by acceleration or otherwise) and 
thereafter on demand.  Interest on Additional Indebtedness shall be payable 
upon demand. 

          (c)    Default Interest.  Notwithstanding anything to the contrary 
contained herein, while any Event of Default is continuing, interest on the 
Base Rate Advances, Eurodollar Advances, and Additional Indebtedness shall be 
payable on demand at a rate per annum equal to two percentage points (2%) in 
excess of the rate then otherwise applicable hereunder thereto.

          (d)    Eurodollar Rate Determination.  The Agent, upon determining 
the Eurodollar Rate and the Adjusted Eurodollar Rate for any Interest Period, 
shall promptly notify by telephone (confirmed promptly in writing) or in 
writing the Borrower and the Lenders of such rates.  Such determination 
shall, in the absence of manifest error, be conclusive and binding upon the 
Borrower and the Lenders. 

          (e)    Changes in Base Rate.  After each change in the Base Rate, 
the Agent shall promptly notify the Borrower and each Lender by telephone 
(confirmed promptly in writing) or in writing of the date of such change and 
the new Base Rate; PROVIDED, HOWEVER, that the failure of the Agent to so 
notify the Borrower or any Lender shall not affect the effectiveness of such 
change." 

          6.     MANDATORY PAYMENTS.  Section  3.1 of the Credit Agreement is
hereby deleted and the following is inserted in its stead:

     "Section  3.1  MANDATORY PAYMENTS.  (a)  Asset Sales (Other than 
Eligible Equipment).  Until such time as there shall be outstanding no 
Revolving Loan and no Commitments, the Borrower shall pay and there shall 
become due and payable, concurrently with the receipt by any Credit Party of 
Net Proceeds with respect to any Asset Sale (other than Asset Sales of 
Eligible Equipment, the purchase of which was financed, in part, with the 
proceeds of Equipment Advances), a payment in respect to the Lender Debt 
(other the Equipment Loan) equal to one hundred percent (100%) of the book 
value of any Collateral included within such Asset Sale.  Said payment shall 
be applied FIRST, to the outstanding interest and principal due in respect of 
the Revolving Loan until the Revolving Loan has been paid in full and SECOND, 
to provide Letter of Credit Cash Collateral until there shall have been 
provided Letter of Credit Cash Collateral equal to the undrawn amount of all 
Letters of Credit.

     (b)  Asset Sales (Eligible Equipment).  Until such time as the outstanding
principal balance of the Equipment Loan has been paid in full, the Borrower
shall pay and there shall become due and payable, concurrently with the receipt
by any Credit Party of proceeds with respect to any Asset Sale of Eligible
Equipment, the purchase of which was financed, in part, with the proceeds of an
Equipment Advance, a payment in respect to the outstanding Equipment Loan equal
to one


                                       7

<PAGE>

hundred percent (100%) of the Net Proceeds of any such Asset Sale.  Said 
payment shall be applied to regularly scheduled installments of principal due 
under the Equipment Term Notes PRO RATA in consecutive order of maturity.  

     (c)  Extraordinary Receipts (Including Insurance Proceeds) (Other than 
Eligible Equipment).  Until such time as there shall be outstanding no 
Revolving Loan and no Commitments, the Borrower shall pay and there shall 
become due and payable, concurrently with the receipt by any Credit Party of 
Net Proceeds with respect to any Extraordinary Receipt from the sale, 
destruction, damage or condemnation of any Collateral (other than Eligible 
Equipment, the purchase of which was financed, in part, with the proceeds of 
Equipment Advances), a payment in respect to Lender Debt (other than the 
Equipment Loan) equal to one hundred percent (100%) of the book value of any 
such Collateral so sold, damaged, or destroyed or condemned.  Said payment 
shall be applied FIRST, to the outstanding interest and principal due in 
respect of the Revolving Loan until the Revolving Loan has been paid in full 
and SECOND, to provide Letter of Credit Cash Collateral until there shall 
have been provided Letter of Credit Collateral equal to the undrawn amount of 
all Letters of Credit.  

     (d)  Extraordinary Receipts (Including Insurance Proceeds) (Eligible
Equipment).  Until such time as the outstanding principal balance of the
Equipment Loan has been paid in full, the Borrower shall pay and there shall
become due and payable, concurrently with the receipt by any Credit Party of
proceeds with respect to any Extraordinary Receipt from the sale, destruction,
damage or condemnation of any Eligible Equipment, the purchase of which was
financed, in part, with the proceeds of an Equipment Advance, a payment in
respect to the outstanding Equipment  Loan equal to one hundred percent (100%)
of the amount of any such Extraordinary Receipts.  Said payment shall be applied
to regularly scheduled installments of principal due under the Equipment Notes
PRO RATA in consecutive order of maturity; PROVIDED, HOWEVER, that so long as no
Event of Default has occurred and is continuing, the Borrower may retain any
Extraordinary Receipts not in excess of $500,000 to restore, repair or replace
such damaged Eligible Equipment if Lender has a first, valid, perfected Lien on
such restored, repaired or replaced Eligible Equipment and if there are no other
Liens on such Eligible Equipment other than Permitted Liens. 

     (e)  Revolving Advances in Excess of the Borrowing Limit.  If at any time
the sum of the then aggregate outstanding principal amount of the Revolving Loan
PLUS the Letter of Credit Usage at such time shall exceed the Borrowing Limit at
such time, the Borrower shall immediately eliminate such excess by paying an
amount equal to such excess until the sooner to occur of (x) the elimination in
full of such excess, and (y) the Revolving Loan is paid in full and, to the
extent then necessary to eliminate any remaining excess after payment in full,
by providing Letter of Credit Cash Collateral in an amount equal to the
remaining excess for any outstanding Letters of Credit, until there shall have
been provided Letter of Credit Cash Collateral equal to the undrawn amount of
all Letters of Credit. 

     (f)  Payments to Include Interest.  All prepayments under Sections 3.1 and
3.2 hereof shall be made together with accrued interest to the date of such
prepayment on the principal amount


                                       8

<PAGE>


prepaid, provided, that, all such payments shall be subject to payment of any 
applicable indemnity obligations pursuant to Section 2.12 hereto." 

                               *          *          *

          7.     UNUSED EQUIPMENT ACQUISITION LOAN FACILITY FEE.  The 
following are inserted into the Credit Agreement as Sections  3.8 and 3.9: 

     "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 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 
Ten Million Dollars ($10,000,000) exceeds the aggregate amount of Equipment 
Advances made by Lenders pursuant to the terms hereof. 

     Section 3.9    EQUIPMENT LOAN CLOSING FEE AND AMENDMENT FEE.  In order 
to induce the Lenders to enter into the Fifth Amendment, the Borrower shall, 
on the Fifth Amendment Effective Date, pay to the Agent for the PRO RATA 
amount of the Lenders an equipment loan origination fee in the amount of 
Fifty Thousand Dollars ($50,000) and an additional amendment fee in the 
amount of Fifty Thousand Dollars ($50,000)."

                               *          *          *

          8.     FINANCIAL COVENANTS.  Section  8.16 of the Credit Agreement is
deleted and the following is inserted in its stead:

     "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: 


                                       9

<PAGE>

<TABLE>
<CAPTION>

                        Four fiscal quarters
                      ending on the last day of          Ratio
                      -------------------------          -----
<S>                                                    <C>
                August and November, 1998              1.00 to 1

                February, 1999                         1.05 to 1

                May, August and November, 1999 and     1.10 to 1
                February, 2000

                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:

<TABLE>
<CAPTION>

                          Fiscal quarter
                     ending on the last day of           Ratio
                     -------------------------           -----
<S>                                                    <C>
               August and November, 1998               5.00 to 1
               February, May, August and               4.75 to 1
               November, 1999
               February, May, August and               4.50 to 1
               November, 2000 
               February, 2001 and each fiscal          4.25 to 1
               quarter thereafter
</TABLE>

     (c)  ADJUSTED WORKING CAPITAL: As of the last day of each fiscal quarter 
listed below, Adjusted Working Capital shall equal or exceed the amount set 
forth opposite such fiscal period in the following schedule:

<TABLE>
<CAPTION>

                         Fiscal quarter
                    ending on the last day of           Amount
                    -------------------------           ------
<S>                                                  <C>
               August and November, 1998             $ 7,500,000 
               February, May, August and             $10,000,000  
               November, 1999
               February, May, August and             $10,000,000  
               November, 2000 
               February, 2001 and each fiscal        $15,000,000"
               quarter thereafter
</TABLE>


          9.     APPLICATION OF PROCEEDS.  Section  10.5 of the Credit 
Agreement is hereby deleted and the following is inserted in its stead:


                                       10

<PAGE>


     "Section  10.5. APPLICATION OF PROCEEDS.  (a) After the occurrence of
an Event of Default and acceleration of the Lender Debt, the proceeds of the
Collateral (other than Eligible Equipment, the purchase of which was financed,
in part, with the proceeds of Equipment Advances) and of property of Persons
other than the Credit Parties securing the Lender Debt and collections from each
Guaranty shall be applied by the Agent to payment of the Lender Debt (other than
that portion of the Lender Debt due in connection with the Equipment Loan and
the Equipment Security Agreement) in the following order, unless the Lenders
otherwise agree in writing or a court of competent jurisdiction shall otherwise
direct:

          (i)    FIRST, to payment of all costs and expenses of the Agent and
     the Lenders incurred in connection with the preservation, collection and
     enforcement of the Lender Debt (other than that portion of the Lender Debt
     due in connection with the Equipment Loan and the Equipment Security
     Agreement) or any Guaranties, or of any of the Liens granted to the Agent
     pursuant to the Security Documents (other than the Equipment Security
     Agreement) or otherwise, including, without limitation, any amounts
     advanced by the Agent or the Lenders to protect or preserve such
     Collateral;

          (ii)   SECOND, ratably, to (A) each Lender (or affiliate of Lender)
     to reimburse such Lender (or Affiliate of Lender) for amounts due under any
     Hedge Agreements to the extent such Hedge Agreements constitute Lender Debt
     and (B) to payment of that portion of the Lender Debt constituting accrued
     and unpaid interest and fees in respect to the Revolving Loan and
     indemnities payable under Section 2 hereof, ratably amongst the Agent and
     the Lenders in accordance with the proportion which (1) the accrued
     interest and fees in respect to the Revolving Loan and indemnities payable
     under Section 2 hereof constituting the Lender Debt owing to the Agent or
     any Lender, as the case may be, at such time bears to (2) the aggregate
     amount of accrued interest and fees in respect to the Revolving Loan and
     indemnities payable under Section 2 hereof constituting the Lender Debt
     owing to the Agent and all of the Lenders at such time, until such
     interest, fees and indemnities shall be paid in full;

          (iii)  THIRD, to each Issuing Lender to reimburse the Issuing Lender
     for that portion of any payments made by it with respect to Letters of
     Credit for which a Lender, as a participant in such Letter of Credit,
     failed to pay its PRO RATA share thereof as required pursuant to Section
     12.16 hereof;

          (iv)   FOURTH, to payment of the principal of the Lender Debt
     (excluding the aggregate undrawn amount of any then outstanding Letters of
     Credit and that portion of the Lender Debt due in connection with the
     Equipment Loan and the Equipment Security Agreement), ratably amongst the
     Lenders in accordance with the proportion which the principal amount of the
     Lender Debt owing to each such Lender bears to the aggregate principal
     amount of the Lender Debt (excluding the aggregate undrawn amount of any
     then outstanding Letters of Credit and that portion of the Lender Debt due
     in connection with the Equipment Loan and the Equipment Security Agreement)
     owing to all of the Lenders until such principal of such portion of the
     Lender Debt shall be paid in full;


                                       11

<PAGE>


          (v)    FIFTH, to the extent that the Letter of Credit Cash
     Collateral, if any, held by the Agent as security for the Letters of Credit
     is less than the undrawn amount of the Letters of Credit outstanding at the
     time of distribution hereunder, to the Agent to be held by the Agent as
     additional collateral therefor;

          (vi)   SIXTH, to the payment of all other Lender Debt (other than
     that portion of the Lender Debt due in connection with the Equipment Loan
     and the Equipment Security Agreement), ratably amongst the Lenders in
     accordance with the proportion which the amount of such other Lender Debt
     (other than that portion of the Lender Debt due in connection with the
     Equipment Loan and the Equipment Security Agreement) owing to each such
     Lender bears to the aggregate principal amount of such other Lender Debt
     (other than that portion of the Lender Debt due in connection with the
     Equipment Loan and the Equipment Security Agreement) owing to all of the
     Lenders until such other Lender Debt (other than that portion of the Lender
     Debt due in connection with the Equipment Loan and the Equipment Security
     Agreement) shall be paid in full; and

          (vii)  SEVENTH, the balance, if any, after all of the Lender Debt
     (other than that portion of the Lender Debt due in connection with the
     Equipment Loan and the Equipment Security Agreement) has been satisfied,
     shall, except as otherwise provided in the Security Documents, be deposited
     by the Agent in an operating account of the Borrower with the Agent
     designated by the Borrower, or paid over to such other Person or Persons as
     may be required by law.

     The Credit Parties acknowledge and agree that they shall remain liable 
to the extent of any deficiency between the amount of the proceeds of the 
Collateral and collections under the Guaranties (to the fullest extent 
recourse to such Credit Parties under such Guaranties) and the aggregate 
amount of the sums referred to in subparagraphs (a) and (b) above.

          (b)    After the occurrence of an Event of Default and acceleration 
of the Lender Debt, the proceeds of the Collateral consisting of Eligible 
Equipment, the purchase of which was financed, in part, with the proceeds of 
Equipment Advances and of property of Persons other than the Credit Parties 
securing the Lender Debt and collections from each Guaranty shall be applied 
by the Agent to payment of that portion of the Lender Debt due in connection 
with the Equipment Loan and the Equipment Security Agreement in the following 
order, unless the Lenders otherwise agree in writing or a court of competent 
jurisdiction shall otherwise direct:

                 (i)     FIRST, to payment of all costs and expenses of the
     Agent and the Lenders incurred in connection with the preservation,
     collection and enforcement of that portion of the Lender Debt due in
     connection with the Equipment Loan and the Equipment Security Agreement or
     any Guaranties, or of any of the Liens granted to the Agent pursuant to the
     Equipment Security Agreement or otherwise, including, without limitation,
     any amounts advanced by the Agent or the Lenders to protect or preserve
     such Collateral consisting of Eligible Equipment, the purchase of which was
     financed, in part, with the proceeds of Equipment Advances;


                                       12

<PAGE>


                 (ii)    SECOND, ratably, to the payment of that portion of the
     Lender Debt consisting of accrued and unpaid interest and fees and
     indemnities, payable under Section 2 hereof in respect to the Equipment
     Loan, ratably amongst the Agent and the Lenders in accordance with the
     proportion which (1) the accrued interest and fees and indemnities payable
     under Section 2 hereof constituting the Lender Debt in respect to the
     Equipment Loan owing to the Agent or any Lender, as the case may be, at
     such time bears to (2) the aggregate amount of accrued interest and fees
     and indemnities payable under Section 2 hereof constituting the Lender Debt
     in respect to the Equipment Loan owing to the Agent and all of the Lenders
     at such time, until such interest, fees and indemnities shall be paid in
     full;

                 (iii)   THIRD, to payment of the principal of the Equipment
     Loan, ratably amongst the Lenders in accordance with the proportion which
     the principal amount of the Equipment Loan owing to each such Lender bears
     to the aggregate principal amount of the Equipment Loan owing to all of the
     Lenders until such principal of the Equipment Loan shall be paid in full;

                 (iv)    FOURTH, to the payment of all other Lender Debt owing
     under the Equipment Loan or the Equipment Security Agreement, ratably
     amongst the Lenders in accordance with the proportion which the amount of
     such other Lender Debt owing under the Equipment Loan or the Equipment
     Security Agreement to each such Lender bears to the aggregate principal
     amount of such other Lender Debt owing under the Equipment Loan or the
     Equipment Security Agreement to all of the Lenders until such other Lender
     Debt owing under the Equipment Loan or the Equipment Security Agreement
     shall be paid in full; and

                 (v)     FIFTH, the balance, if any, after all of the Lender
     Debt owing under the Equipment Loan or the Equipment Security Agreement has
     been satisfied, shall, except as otherwise provided in the Equipment
     Security Agreement, be deposited by the Agent in an operating account of
     the Borrower with the Agent designated by the Borrower, or paid over to
     such other Person or Persons as may be required by law.

     The Credit Parties acknowledge and agree that they shall remain liable to
the extent of any deficiency between the amount of the proceeds of the Eligible
Equipment, the purchase of which was financed, in part, with the proceeds of
Equipment Advances, and collections under the Guaranties (to the fullest extent
recourse to such Credit Parties under such Guaranties) and the aggregate amount
of the sums referred to in subparagraphs (a) and (b) above."

                               *          *          *

          10.    SECURITY AGREEMENT.  Section 1 of the Security Agreement is
hereby deleted and the following is inserted in its stead: 

     "1.  GRANT OF SECURITY.  As collateral security for the prompt and complete
payment, performance and observance by the Credit Parties of all present and
future Lender Debt (other than


                                       13

<PAGE>



any amount due in respect to Equipment Loans), whether at stated maturity, by 
acceleration or otherwise (including, without limitation, all interest 
thereon, whether accruing prior or subsequent to the commencement of a 
bankruptcy or similar proceeding involving any of the Credit Parties as a 
debtor), and all present and future obligations of Grantor under this 
Security Agreement and the other Loan Documents (other than the Equipment 
Security Agreement), whether at stated maturity, by acceleration or otherwise 
(all of the foregoing being herein referred to as the "OBLIGATIONS"), Grantor 
hereby grants to the Agent for its benefit and the ratable benefit of the 
Lenders, a continuing security interest in and a right of set-off against, 
and Grantor hereby assigns to the Agent for its benefit and the ratable 
benefit of the Lenders, the collateral described in paragraph 2 below (the 
"COLLATERAL"); PROVIDED, HOWEVER, anything herein or in any other Loan 
Document to the contrary notwithstanding, the maximum liability of Grantor 
secured by the Collateral hereunder and under the other Loan Documents shall 
in no event exceed an amount equal to the largest amount that would not 
render Grantor's obligations hereunder subject to avoidance under Section 548 
of the United States Bankruptcy Code or any equivalent provision of the law 
of any state."

                               *          *          *

          11.    CONDITIONS PRECEDENT.  This Fifth Amendment shall become
effective upon receipt by Lender of each of the following documents, each in
form and substance acceptable to Lender:

     (A)  UCC-1 Financing Statements properly executed by the Borrower to the
extent  necessary to perfect the Liens of Agent, for its benefit and the ratable
benefit of the Lenders, in the Eligible Equipment, the purchase of which is to
be financed, in part, with the proceeds of Equipment Advances, and evidence in a
form reasonably acceptable to Agent that such Liens constitute valid and
perfected security interests and Liens, having the Lien priority specified
herein;

     (B)  Good standing certificate for Borrower, issued by the Secretary of
State or other appropriate official of Borrower's jurisdiction of organization;

     (C)  The Equipment Security Agreement; 

     (D)  The Equipment Notes; 

     (E)  A Certificate of the Secretary of the Borrower, together with true and
correct copies of Bylaws of the Borrower, and all amendments thereto, true and
correct copies of the resolutions of the members of the Board of Directors of
the Borrower authorizing or ratifying the execution, delivery and performance of
this Fifth Amendment, the Equipment Acquisition Notes, the Equipment Security
Agreement and the other agreements to be executed by the Borrower in connection
thereafter and the names of the officer or officers of the Borrower authorized
to sign the Fifth Amendment, the Equipment Acquisition Notes, the Equipment
Security Agreement and such other agreements together with a sample of the true
signature of each such officer; 


                                       14

<PAGE>
     

     (F)  The favorable, written opinions of Winston & Strawn, counsel to the 
Borrower, as to the transactions contemplated by this Agreement and any of 
the other Loan Documents; and 

     (G)  Such other documents, instruments and agreements as Agent shall 
reasonably request in connection with the foregoing matters.

     The date on which all of the foregoing conditions precedent to the 
effectiveness of this Fifth Amendment have been satisfied or waived by Agent 
is hereafter referred to as the "Fifth Amendment Effective Date."

                               *          *          *

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

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

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

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


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


By: /s/ Jerry J. Corirossi               By: /s/ Angie L. Maersch
   ------------------------------        -------------------------------------
    Name:  Jerry J. Corirossi                Name:  Angie L. Maersch
    Title: Vice President                    Title: Commercial Banking Officer



                                       15
<PAGE>


                                    EXHIBIT 2.3.1


                          FORM OF EQUIPMENT ACQUISITION NOTE

$10,000,000                                                    Chicago, Illinois
                                                                 August __, 1998

     FOR VALUE RECEIVED, PACKAGING RESOURCES INCORPORATED, a Delaware 
corporation (the "Debtor"), hereby promises to pay to the order of 
_______________________, (the "Payee"), at the offices of 
____________________________________________, or at such other place as the 
Payee or any holder hereof may from time to time designate, on the "Maturity 
Date" (as defined in the Credit Agreement referred to below) (or earlier as 
hereinafter referred to), the principal sum of Ten Million Dollars 
($10,000,000), or such lesser amount as shall then constitute the Payee's PRO 
RATA share of the Equipment Loan (as defined in the Credit Agreement referred 
to below), in lawful money of the United States, and to pay interest in like 
money at such office or place and at such rates and times on the unpaid 
principal balance hereof as provided in the Credit Agreement, dated as of May 
17, 1996 (as amended, modified or supplemented from time to time in 
accordance with its terms, the "Credit Agreement"), among the Debtor, the 
lender parties thereto (collectively, the "Lenders") and LaSalle National 
Bank, as agent (in such capacity, the "Agent") for the Lenders.  Capitalized 
terms used herein without definition shall have the meanings contained in the 
Credit Agreement.

     This Equipment Note is issued pursuant to the Credit Agreement, and is 
entitled to the benefits thereof, including all Collateral provided for 
therein or in connection therewith.  Reference is made to the Credit 
Agreement for rights as to mandatory and optional prepayments and payments, 
and for rights as to the acceleration of the unpaid principal balance hereof 
before its stated maturity upon the happening of certain events and/or the 
passage of time and/or the giving of notice.  The Debtor shall make when due 
any and all payments and prepayments on the Equipment Loan required under the 
Credit Agreement.

     For so long as no Event of Default shall have occurred the principal 
amount of this Equipment Acquisition Note shall be due and payable monthly 
commencing on February 1, 2000, and continuing on the first day of each month 
thereafter to and including the first day of January, 2005, in installments 
equal to one-sixtieth (1/60th) of the aggregate amount of all Equipment 
Advances made by the Payee to the Debtor pursuant to the Credit Agreement. 

Notwithstanding the foregoing, the entire unpaid principal balance and 
accrued interest on this Note shall be due and payable immediately upon the 
Equipment Maturity Date.

     The Debtor waives diligence, demand, presentment, protest and notice of 
any kind, and assents to extensions of the time of payment, release, 
surrender or substitution of security, or forbearance or other indulgence, 
without notice.

<PAGE>

     In the event the Payee, the Agent or any holder hereof shall refer this 
Equipment Note to any attorney for collection, the Debtor agrees to pay, in 
addition to unpaid principal and interest, all the reasonable and documented 
out of pocket costs and expenses incurred in attempting or effecting 
collection hereunder, including reasonable attorneys' fees, whether or not 
suit is instituted.

     Each portion of the amount of each Equipment Advance which the Payee has 
made to the Debtor and the amount of each payment or prepayment made on 
account of principal thereof shall be recorded by the Payee and endorsed on 
the grid schedule attached hereto, which is made a part of this Equipment 
Note (or so noted in its records); PROVIDED, HOWEVER, that the failure of the 
Payee to make any such endorsement or recordation shall not in any manner 
affect the obligation of the Debtor to repay the Payee's PRO RATA share of 
the Equipment Loan in accordance with the terms hereof.  Any such endorsement 
or recordation shall represent conclusive evidence of the date and amount of 
the Payee's PRO RATA share of the Equipment Loan or any payment or prepayment 
of principal thereon, absent manifest error.

     This Equipment Note may not be changed, modified or terminated orally, 
but only by an agreement in writing signed by the Debtor or any successor or 
assign of the Debtor and the Payee or any holder hereof.

     IN THE EVENT OF ANY LITIGATION WITH RESPECT TO THIS EQUIPMENT NOTE, THE 
DEBTOR WAIVES (TO THE EXTENT PERMITTED BY LAW) THE RIGHT TO A TRIAL BY JURY, 
ALL RIGHTS OF SETOFF AND RIGHTS TO INTERPOSE COUNTERCLAIMS AND CROSS-CLAIMS 
(UNLESS SUCH SETOFF, COUNTERCLAIM OR CROSS-CLAIM COULD NOT, BY REASON OF ANY 
APPLICABLE FEDERAL OR STATE PROCEDURAL LAWS, BE INTERPOSED, PLEADED OR 
ALLEGED IN ANY OTHER ACTION) AND THE DEFENSES OF FORUM NON CONVENIENS AND 
IMPROPER VENUE.  The Debtor hereby irrevocably consents to the non-exclusive 
jurisdiction of the courts of the State of Illinois and of any Federal court 
located in the City of Chicago, Illinois in connection with any action or 
proceeding arising out of or relating to this Equipment Note.  This Equipment 
Note shall be governed by and construed in accordance with the internal laws 
of the State of Illinois, and shall be binding upon the successors and 
assigns of the Debtor and inure to the benefit of the Payee, its successors, 
endorsees and assigns.  If any term or provision of this Revolving Note shall 
be held invalid, illegal or unenforceable, the validity of all other terms 
and provisions herein shall in no way be affected thereby.

                                          PACKAGING RESOURCES INCORPORATED


                                          By: _____________________________
                                              Name:     Jerry J. Corirossi
                                              Title:    Vice President



                                       2

<PAGE>


                                    GRID SCHEDULE

Attached to and made a part of the Equipment Note, dated ___________, ____, 
by Packaging Resources Incorporated, a Delaware corporation (the "Debtor") to 
the order of __________________________, (the "Payee") pursuant to the Credit 
Agreement, dated as of May 17, 1996, among the Debtor, the lender parties 
thereto and LaSalle National Bank, as Agent.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                      Payee's Pro Rata                             Unpaid Principal
                    Share of Equipment     Amount of Principal       Balance of        Name of Person
       Date               Advance            Paid or Prepaid       Equipment Note      Making Notation
------------------------------------------------------------------------------------------------------------
<S>                       <C>                   <C>                     <C>                 <C>
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
</TABLE>

                                       3
<PAGE>



                                     EXHIBIT 2.4

                                BORROWER'S CERTIFICATE

                                                          _____________, 199__


LaSalle National Bank 
120 South LaSalle Street 
Chicago, Illinois  60603


Ladies and Gentlemen:

     The undersigned refers to the Credit Agreement, dated as of May 17, 1996 
(as the same may be amended, restated, supplemented or otherwise modified 
from time to time in accordance with its terms, the "CREDIT AGREEMENT") among 
Packaging Resources Incorporated, a Delaware corporation (the "BORROWER"), 
the lender signatories thereto (collectively, the "LENDERS") and LaSalle 
National Bank, as agent for the Lenders (in such capacity "Agent").  
Capitalized terms used herein and not otherwise defined shall have the 
meanings ascribed to them in the Credit Agreement.  The Borrower hereby gives 
the Agent notice, irrevocably, pursuant to Section 2.4 or Section 4A.1 of the 
Credit Agreement, as the case may be, that the undersigned hereby requests 
(i) a borrowing of a Revolving Advance (a "PROPOSED REVOLVING BORROWING") as 
required by Section 2.4 of the Credit Agreement, (ii) the issuance of a 
Letter of Credit (a "PROPOSED L/C") as required by Section 4A.1 of the Credit 
Agreement, or (iii) a borrowing of an Equipment Advance (a "Proposed 
Equipment Borrowing") as required by Section 2.4 of the Credit Agreement:

          (A)  Proposed Revolving Borrowing/Proposed L/C/Proposed Equipment
     Borrowing:

               (i)    The Business Day of such Proposed Revolving
          Borrowing/Proposed Equipment Borrowing shall be ____________, 199__;

               (ii)   The principal amount of such Proposed Revolving
          Borrowing/Proposed Equipment Borrowing shall be $__________;

               (iii)  The Proposed Revolving Borrowing/Proposed Equipment
          Borrowing shall be $__________ as a Base Rate Advance and $__________
          as a Eurodollar Advance;

               (iv)   In the case of a Eurodollar Advance, the proposed
          Interest Period is __________; and

               (v)    In the case of request to issue a Proposed L/C, the
          amount, maturity date, beneficiary, drawing conditions and all other
          material terms and conditions of

<PAGE>


LaSalle National Bank 
____________, 199__
Page 2



          the Proposed L/C are set forth on Schedule A attached hereto and
          incorporated herein.

          (B)  The undersigned hereby certifies that, as of the date hereof:

               (i)    The conditions contained in Section  6 of the Credit
          Agreement (and in respect to Equipment Advances, Sections  2.4 and 2.6
          of the Credit Agreement) and all representations and warranties made
          by each of the Credit Parties contained herein or otherwise made in
          any Loan Document, officer's certificate or any agreement, instrument,
          certificate, document or other writing delivered to the Agent or any
          Lender in connection therewith or with the Credit Agreement, shall be
          true and correct in all material respects with the same effect as
          though such representations and warranties had been made on and as of
          the date of the Proposed Borrowing (unless any such representation or
          warranty speaks as of a particular date, in which case it shall be
          deemed repeated as of such date); and

               (ii)   No Default or Event of Default has occurred or is
          continuing as of the date hereof and as of the date of the Proposed
          Borrowing, or would result from the Proposed Borrowing requested
          hereby or from the applications of the proceeds therefrom.

                                             Very truly yours,

                                             PACKAGING RESOURCES
                                               INCORPORATED


                                             By: _________________________
                                                 Name: ___________________
                                                 Title: __________________
<PAGE>



                             SCHEDULE 1.1


<TABLE>
<CAPTION>
                                               REVOLVING               MAXIMUM                MAXIMUM
                                              COMMITMENT              REVOLVING              EQUIPMENT
         LENDER                               PERCENTAGE              COMMITMENT             COMMITMENT
-------------------------------------------------------------------------------------------------------- 
<S>                                             <C>                   <C>                    <C>
La Salle National Bank                          100%                  $20,000,000            $10,000,000

</TABLE>


<PAGE>


                      INITIAL EURODOLLAR OFFICES

LASALLE NATIONAL BANK

Address:     135 South LaSalle Street
             Chicago, IL 60603

Attention:   Ms. Karen Daly

Tel. No.:           (312) 904-2081
Telecopier No.:     (312) 904-4448