PACKAGING CORPORATION OF AMERICA Common Stock Underwriting AgreementUnderwriting Agreement • December 16th, 2005 • Packaging Corp of America • Paperboard containers & boxes • New York
PCA Holdings LLC, a stockholder (the “Selling Stockholder”) of Packaging Corporation of America, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 15,500,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 2,325,000 additional shares (the “Optional Securities”) of common stock, par value $.01 per share (“Stock”) of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
