Packaging Corporation of America Announces Results of Consent Solicitation Relating to its 9⁵/8% Senior Subordinated Notes Due 2009

        LAKE FOREST, Ill.July 7, 2003Packaging Corporation of America (NYSE: PKG) announced today that, as of 5:00 p.m. New York City time, on July 7, 2003 (the "Consent Time"), it had received the consents necessary to adopt proposed amendments to the indenture under which its 9⁵/8% Series B Senior Subordinated Notes due 2009 (CUSIP No. 695156AD1, the "Notes") were issued.

        PCA commenced a tender offer on June 23, 2003 to purchase any and all of its outstanding $550 million aggregate principal amount of Notes, as well as the related consent solicitation. The tender offer and consent solicitation are being made upon the terms and subject to the conditions set forth in the Company's Offer to Purchase and Consent Solicitation Statement dated June 23, 2003 (the "Offer to Purchase").

        Notes tendered prior to the Consent Time may no longer be withdrawn and the related consents may not be revoked, except in limited circumstances described in the Offer to Purchase. Accordingly, PCA and the trustee under the indenture intend to promptly execute and deliver a supplemental indenture containing the proposed amendments. As more fully described in the Offer to Purchase, the proposed amendments will eliminate substantially all restrictive covenants and certain event of default provisions. The proposed amendments will not become operative, however, unless and until PCA accepts the Notes for purchase in accordance with the terms and subject to the conditions set forth in the Offer to Purchase. If the proposed amendments become operative, holders of all the Notes then outstanding will be bound thereby.

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