PACKAGING CORPORATION OF AMERICA $500,000,000 2.450% SENIOR NOTES DUE 2020 $500,000,000 3.400% SENIOR NOTES DUE 2027 UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2017 • Packaging Corp of America • Paperboard containers & boxes • New York
Packaging Corporation of America, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) (i) $500,000,000 aggregate principal amount of its 2.450% Senior Notes due 2020 (the “2020 Notes”) and (ii) $500,000,000 aggregate principal amount of its 3.400% Senior Notes due 2027 (the “2027 Notes” and, together with the 2020 Notes, the “Notes”). The respective principal amounts of the Notes to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Notes are to be issued under the Base Indenture, dated as of July 21, 2003 (the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”) pursuant to an Officers’ Certificate (as defined in the Indenture) delivered to the Trustee pursuant to Section 301 of the Indenture (the “Authorizing Officers’ Certif
ContractGlobal Security Note • December 13th, 2017 • Packaging Corp of America • Paperboard containers & boxes
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
