Exhibit
10.1


AMENDMENT
TO CREDIT AND SECURITY AGREEMENT


THIS
AMENDMENT (the “Amendment”),
dated as of October 5, 2007, is entered into between Packaging Receivables
Company, LLC, a Delaware limited liability company (the “Borrower”),
Packaging Credit Company, LLC, a Delaware limited liability company (the “Servicer”), Variable Funding Capital Company LLC (“VFCC”), as a Lender and Wachovia Bank National Association
(“Wachovia”), as Agent and a Lender;


WITNESSETH:


WHEREAS,
the Borrower, the Servicer, VFCC and Wachovia have heretofore executed and
delivered a Credit and Security Agreement, dated as of November 29, 2000
(as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”),


WHEREAS,
the parties hereto desire to amend the Credit Agreement as provided herein;


NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto hereby agree that the
Credit Agreement shall be and is hereby amended as follows:


Section 1.              The
defined term “Scheduled Termination Date”
appearing in Annex A of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:


“Scheduled Termination Date”
means October 3, 2008, unless extended by unanimous agreement of the Agent, the
Lenders and the Liquidity Banks.


Section 2.              This
Amendment shall become effective on the date the Agent has received (i)
counterparts hereof executed by the Borrower, the Servicer, VFCC and Wachovia
and consented to in writing by the Performance Guarantor and (ii) executed
counterparts of the First Amendment to Second Amended and Restated Fee Letter
by Wachovia, VFCC, the Borrower and the Servicer.


Section 3.              This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Amendment.


Section 4.              Except as specifically provided above, the Credit
Agreement and the other Transaction Documents shall remain in full force and
effect and are hereby ratified and confirmed in all respects.  The execution, delivery, and effectiveness of
this Amendment shall not operate as a waiver of any right, power, or remedy of
the Agent or the Lender under the Credit Agreement or any of the other
Transaction Documents, nor constitute a waiver or modification of any provision
of any of the other Transaction Documents. 
All defined terms used herein and not defined herein shall have the same
meaning herein as in the Credit Agreement. 
The Borrower agrees to pay on demand all costs and expenses (including
reasonable fees and expenses of counsel and for rating agency review) of or
incurred by the Agent and each 













Purchaser Agent in
connection with the negotiation, preparation, execution and delivery of this
Amendment.


Section 5.              THIS AMENDMENT
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.



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IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered by their duly authorized officers as of the date first above
written.


	
  

  	
  PACKAGING RECEIVABLES COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Darla J. Olivier

  
	
   

  	
   

  	
  Name Printed: Darla J. Olivier

  
	
   

  	
   

  	
  Title:  Executive
  Director of Tax and

  Assistant Corporate Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VARIABLE FUNDING CAPITAL COMPANY LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WACHOVIA CAPITAL MARKETS, LLC

  ATTORNEY-IN-FACT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Douglas R. Wilson, Sr.

  
	
   

  	
   

  	
   

  	
  Name Printed: Douglas R. Wilson, Sr.

  
	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PACKAGING CREDIT COMPANY, LLC,

       as Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Darla J. Olivier

  
	
   

  	
   

  	
  Name Printed: Darla J. Olivier

  
	
   

  	
   

  	
  Title:  Executive
  Director of Tax and

  Assistant Corporate Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK NATIONAL ASSOCIATION,

       as Agent and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eero H. Maki

  
	
   

  	
   

  	
  Name Printed: Eero H. Maki

  
	
   

  	
   

  	
  Title:  Director

  



 



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Consented to as of the
date first above written:


	
  

  	
  PACKAGING CORPORATION OF AMERICA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pamela A. Barnes

  
	
   

  	
   

  	
  Name Printed: Pamela A. Barnes

  
	
   

  	
   

  	
  Title:  Treasurer

  



 



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