<PAGE>   1
                                                                  EXECUTION COPY

                                 AMENDMENT NO. 5
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                                       AND
                            SECURITY INTEREST RELEASE

            THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT AND
SECURITY INTEREST RELEASE ("Agreement") is being executed and delivered as of
April 30, 1999, by and among United States Can Company, a Delaware corporation
(the "Borrower"), the financial institutions from time to time party to the
Amended and Restated Credit Agreement referred to below (collectively, the
"Lenders", and each individually, a "Lender"), and Bank of America National
Trust and Savings Association (as successor to Bank of America Illinois), as the
"Agent" for the Lenders (the "Agent"). Undefined capitalized terms which are
used herein shall have the meanings ascribed to such terms in the Credit
Agreement.

                              W I T N E S S E T H:

            WHEREAS, the Borrower, the Lenders and the Agent are parties to that
certain Amended and Restated Credit Agreement dated as of April 25, 1997 (as
heretofore amended and modified by that certain Amendment No. 1 and Waiver No. 1
thereto dated as of November 12, 1997, that certain Amendment No. 2 and Waiver
No. 2 dated as of February 19, 1998, that certain Amendment No. 3 dated as of
September 11, 1998, and that certain Amendment No. 4 and Waiver No. 3 dated as
of October 15, 1998, in each case among such parties, the "Credit Agreement"),
pursuant to which the Lenders have agreed to provide, subject to the terms and
conditions contained therein, certain loans and other financial accommodations
to the Borrower;

            WHEREAS, the Borrower has requested, and subject to the terms and
conditions of this Agreement the Lenders and the Agent have agreed, (i) to
release the Agent's Liens on the Collateral securing the Obligations and (ii) to
reduce the Commitment Amount from $80,000,000 to $50,000,000;

            WHEREAS, as a condition, among others, to the Lenders' and the
Agent's willingness to agree to such requested release of Liens, the Lenders and
the Agent require that the financial covenants set forth in Sections 6.3(b), (c)
and (d) be modified in the manner set forth in this Agreement;

            NOW, THEREFORE, in consideration of the foregoing premises, the
terms and conditions stated herein and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the Borrower, the Lenders
and the Agent, such parties hereby agree as follows:




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            1. Amendment No. 5 to Credit Agreement. Subject to Paragraph 3 of
this Agreement, and effective as of the date of this Agreement, the Credit
Agreement is hereby amended as follows (section and schedule references herein
refer to those of the Credit Agreement):

            (a) Each of Sections 1.5, 2.1.2, 2.1.3, 2.2.2, 2.8.1(e), 2.20,
4.1(h), 4.1(i), 4.1(k), 5.1(v), 6.1(n), 6.2(h)(i) and 8.10 are hereby deleted in
their entirety and replaced with the following reference:

                            [intentionally omitted].

            (b) Section 2.21 is amended to delete the second sentence thereof in
its entirety and to replace such sentence with the following sentence:

        Notwithstanding anything contained herein to the contrary, the Borrower
        shall not apply the proceeds of any Borrowing or utilize any Letter of
        Credit to directly or indirectly provide funds to or for the benefit of
        any Subsidiary for acquisitions permitted by Section 6.2(a), unless, in
        the case of any acquisition resulting in the Borrower directly or
        indirectly having a new Domestic Subsidiary or in the case of any
        acquisition of assets by any existing or newly created Domestic
        Subsidiary of the Borrower (including, without limitation, an
        acquisition by merger), (a) the Borrower shall have caused such Domestic
        Subsidiary to have executed and delivered in favor of the Agent, for the
        benefit of the Lenders, an unconditional guaranty of the Obligations
        pursuant to a guaranty substantively similar to the guaranties
        previously executed by former Subsidiaries of the Borrower in connection
        with the Existing Agreement (in each case, in form, scope and substance
        reasonably acceptable to the Agent, collectively, the "Subsidiary
        Guaranties") and (b) the Borrower shall have delivered or cause to be
        delivered such other agreements, instruments, documents, including,
        without limitation, subordination agreements, intercreditor agreements,
        secretary's certificates, legal opinions, certified resolutions,
        incumbency certificates, certificates of incorporation, by-laws, good
        standing certificates and lien search reports, as the Agent may
        reasonably request with respect to such Subsidiary Guaranties; provided,
        however, that such Subsidiary Guaranties and other documentation shall
        only be required with respect to Domestic Subsidiaries which have not
        been merged with and into the Borrower, or with and into another
        Domestic Subsidiary with respect to which a Subsidiary Guaranty was
        previously executed and delivered to the Agent, within sixty (60) days
        of such acquisition or creation of such Domestic Subsidiary or such
        acquisition of assets.

            (c) Section 5.1(c) is amended to delete in its entirety the
parenthetical at the end of such section.

            (d) Section 5.1(d) is amended to delete, in its entirety, all
language in such section which immediately follows the reference therein to the
term "Loan Documents".


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            (e) Section 5.1(q) is amended to delete, in its entirety, all
language in such section which immediately follows the phrase "in all material
respects" set forth therein.

            (f) Section 5.1(r) is amended to delete in its entirety the
parenthetical at the end of the third sentence of such section.

            (g) Section 6.1(m) is amended to delete in its entirety the
parenthetical contained within the first sentence of such section.

            (h) Section 6.2(a)(iii) is amended to delete, in its entirety, all
language in subclause (a) of such section which immediately follows the
reference therein to the term "Loan Documents".

            (i) Section 6.2(b)(iii) is amended to delete, in its entirety, the
phrase "which does not constitute Collateral" as set forth therein.

            (j) Section 6.2(p) is deleted in its entirety and replaced with the
following provision:

                   (p) Change of Location. The Borrower shall not, nor shall it
        permit any of its Domestic Subsidiaries to, change the location of its
        principal place of business, chief executive office, chief place of
        business or its records concerning its business and financial affairs
        from the contiguous continental United States of America to any place
        outside the contiguous continental United States of America.

            (k) Section 6.3(b) is amended to delete, in its entirety, the
schedule of periods and ratios set forth therein and to replace such schedule
with the following schedule:

                   Period                     Ratio
                   ------                     -----

          Closing Date through and
          including March 31, 1999            4.00 to 1.00

          April 1, 1999 through and
          including March 31, 2000            3.85 to 1.00

          April 1, 2000 through and
          including March 31, 2001            3.75 to 1.00

          April 1, 2001 and
          thereafter                          3.50 to 1.00.

            (l) Section 6.3(c) is amended to delete, in its entirety, the
schedule of periods and ratios set forth therein and to replace such schedule
with the following schedule:


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                           Period                       Ratio
                           ------                       -----

                  Closing Date through and
                  including March 31, 1999          6.00 to 1.00

                  April 1, 1999 through and
                  including March 31, 2001          5.75 to 1.00

                  April 1, 2001 and
                  thereafter                        5.50 to 1.00.

                  (m) Section 6.3(d) is amended to delete, in its entirety, the
schedule of periods and ratios set forth therein and to replace such schedule
with the following schedule:

                           Period                       Ratio
                           ------                       -----

                  Closing Date through and
                  including March 31, 1999          2.50 to 1.00

                  April 1, 1999 and
                  thereafter                        2.00 to 1.00.

                  (n) Section 7.1(j) is deleted in its entirety and replaced
with the following provision:

                           (j) Termination of Documents. Any of the Loan
         Documents shall cease for any reason to be in full force and effect
         (other than in accordance with the terms hereof or thereof), or the
         Borrower, any of its Subsidiaries or any guarantor of the Obligations
         shall disavow its obligations under, or shall contest the validity or
         enforceability of, any of the Loan Documents or the Obligations, or the
         Parent Indenture or the subordination provisions of any of the
         documents and instruments evidencing any Subordinated Debt shall at any
         time cease to be in full force and effect, or the Borrower, the Parent
         or any of their Subsidiaries shall institute any action seeking a
         determination of any of the foregoing.

                  (o) Section 8.3 is amended to make lower case the first letter
in the word "Collateral" set forth therein.

                  (p) Section 8.9 is amended to delete the reference therein to
the term "Collateral Documents" and replace such reference with reference to the
term "Loan Documents".

                  (q) Schedule I is amended to delete, in their entirety, each
of the definitions of "Collateral", "Collateral Documents", "Metal Services
Assets", "Metal Services Gross Proceeds",




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"Metal Services Reduction Increment", "Metal Services Reduction Date" and "Metal
Services Sale Date".

                  (r) Schedule I is further amended to delete, in its entirety,
the definition of "Commitment Amount" and to replace such definition with the
following definition:

                           "Commitment Amount" means $50,000,000 at all times,
         subject to reduction pursuant to Section 2.2.

                  (s) Schedule I is further amended to delete, in its entirety,
clause (iv) of the definition of "EBITDA" and to replace such clause with the
following clause:

         (iv) for purposes of computing the Borrower's and its consolidated
         Subsidiaries' EBITDA for any four (4) fiscal quarter period, the amount
         of EBITDA otherwise calculated pursuant to this definition shall be
         increased by the aggregate amount of that portion of any unusual
         charges incurred by the Borrower and its Subsidiaries during such
         period which will not result in the outlay of cash during such
         computation period and is deducted in otherwise computing EBITDA for
         such period, but only to the extent such amount does not exceed
         $15,000,000 during such period,

                  (t) Schedule I is further amended to delete the reference to
"Collateral Documents" in the definition of "Loan Documents" and to replace such
reference with a reference to "Subsidiary Guaranties".

                  (u) Schedule I is further amended to delete, in its entirety,
clause (a) of the definition of "Material Adverse Effect" and to replace such
clause with the following reference:

                             [intentionally omitted]

                  (v) Schedule I is further amended to delete, in its entirety,
clause (b) of the definition of "Permitted Disposition" and to replace such
clause with the following clause:

         (b) any other asset or assets the disposition of which is for a fair
         market price and results in cash and noncash proceeds in an aggregate
         amount for all such dispositions made by the Borrower and its Domestic
         Subsidiaries in any fiscal year of the Borrower and its Subsidiaries,
         not exceeding 5% of the consolidated total assets of the Borrower for
         the then immediately preceding fiscal year of the Borrower;

                  (w) Schedule I is further amended to delete, in its entirety,
clause (iv) of the definition of "Pricing EBITDA" and to replace such clause
with the following clause:

         (iv) for purposes of computing the Borrower's and its consolidated
         Subsidiaries' Pricing EBITDA for any four (4) fiscal quarter period,
         the amount of Pricing EBITDA otherwise calculated pursuant to this
         definition shall be increased by the aggregate amount of that





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         portion of any unusual charges incurred by the Borrower and its
         Subsidiaries during such period which will not result in the outlay of
         cash (whether during such computation period or any subsequent period)
         and is deducted in otherwise computing Pricing EBITDA for such period,
         but only to the extent such amount does not exceed $15,000,000 during
         such period,

            (x) Schedule I is further amended to delete, in its entirety, the
definition of "Subsidiary Documents" and to replace such definition with the
following definition:

            "Subsidiary Guaranties" has the meaning specified in Section 2.21.

            (y) Schedule II is deleted in its entirety and replaced with the
schedule attached hereto as Exhibit A.

            2. Release of Security Interests; Termination of Security Agreement.
Subject to Paragraph 3 of this Agreement, and effective as of the date of this
Agreement, the Agent hereby (a) releases, and each of the Lenders hereby
authorizes the Agent to release, each of the security interests heretofore
granted in favor of the Agent and securing the Obligations pursuant to the
Security Agreement, (b) agrees (and, upon the effectiveness of this paragraph,
the Borrower hereby also agrees) that the provisions of the Security Agreement,
other than those set forth in Section 20 thereof (which shall continue in full
force and effect), are hereby terminated and (c) agrees to execute and deliver
to the Borrower, as soon as practicable following the effectiveness of this
Agreement, UCC Termination Statements in recordable form with respect to each
UCC Financing Statement heretofore recorded by or on behalf of the Agent with
respect to such security interests, it being understood and agreed that the
recordation of such UCC Termination Statements shall be the sole responsibility
of the Borrower and all costs and expenses incurred by the Agent in connection
with the preparation and recordation of such statements shall be for the sole
account of the Borrower.

            3. Effectiveness of this Agreement; Conditions Precedent. The
provisions of Paragraphs 1 and 2 shall be deemed to have become effective as of
the date of this Agreement, but such effectiveness shall be expressly
conditioned upon the Agent's receipt of an originally- executed counterpart (or
facsimile thereof) of this Agreement executed by a duly authorized officer of
the Borrower and by duly authorized officers of the Majority Lenders.

            4. Representations, Warranties and Covenants. (a) The Borrower
hereby represents and warrants that this Agreement constitutes the legal, valid
and binding obligation of the Borrower enforceable against the Borrower in
accordance with its terms.

            (b) The Borrower hereby represents and warrants that its execution
and delivery of this Agreement, and its performance hereafter of the Credit
Agreement as modified by this Agreement, have been duly authorized by all
necessary corporate action, do not violate any provision of its certificate of
incorporation, bylaws or other charter documents, will not violate any law,
regulation, court order or writ applicable to it, will not require the approval
or consent of




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any governmental agency, and do not require the approval or consent of any third
party under the terms of any contract or agreement to which the Borrower, Parent
or any Subsidiary of the Borrower or Parent is bound (including, without
limitation, the Parent Indenture).

            (c) The Borrower hereby represents and warrants that, after giving
effect to all of the provisions of this Agreement, (i) no Default or Event of
Default has occurred and is continuing or will have occurred and be continuing
and (ii) all of the representations and warranties of the Borrower contained in
the Credit Agreement (other than representations and warranties which, in
accordance with their express terms, are made only as of a specified date) are,
and will be, true and correct as of the date of the Borrower's execution hereof
in all material respects as though made on and as of such date.

            5. Reference to and Effect on Credit Agreement. The Credit Agreement
shall remain in full force and effect and is hereby ratified and confirmed.
Except as expressly provided in Paragraph 2 hereof, neither the execution,
delivery nor effectiveness of this Agreement shall operate as a waiver of any
right, power or remedy of the Agent or any Lender of any Default or Event of
Default under the Credit Agreement, all of which the Agent and the Lenders
hereby expressly reserve. Nothing contained herein shall require the Agent or
the Lender to hereafter waive any Default or Event of Default, or to further
amend any provisions of any Loan Document, whether or not similar to the waivers
or amendments effected by this Agreement. The Borrower, the Lenders and the
Agent agree and acknowledge that this Agreement constitutes a "Loan Document"
under and as defined in the Credit Agreement.

            6. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws and decisions of the State of Illinois.

            7. Agent's Expenses. The Borrower hereby agrees to promptly
reimburse the Agent for all of the reasonable out-of-pocket expenses, including,
without limitation, attorneys' and paralegals' fees, it has heretofore or
hereafter incurred or incurs in connection with the preparation, negotiation and
execution of this Agreement and the UCC Termination Statement referred to in
Paragraph 2 above.

            8. Counterparts. This Agreement may be executed in counterparts,
each of which shall be an original and all of which together shall constitute
one and the same agreement among the parties.





                                     * * * *



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                  IN WITNESS WHEREOF, this Agreement has been duly executed as
of the day and year first above written.


                                     UNITED STATES CAN COMPANY


                                     By: ____________________________
                                         Name:  Peter J. Andres
                                         Title:  Vice President - Treasurer


                                     BANK OF AMERICA NATIONAL TRUST AND
                                     SAVINGS ASSOCIATION, as Agent


                                     By: _____________________________
                                         Name: ______________________
                                         Title:  ______________________


                                     BANK OF AMERICA NATIONAL
                                     TRUST AND SAVINGS
                                     ASSOCIATION, as the Primary
                                     Issuing Lender, a Lender
                                     and individually


                                     By: ______________________________
                                         Name:  _____________________
                                         Title:  ______________________


                                     HARRIS TRUST AND SAVINGS BANK,
                                       as an Issuing Lender and a Lender


                                     By: ______________________________
                                         Name:  _____________________
                                         Title:  ______________________





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                                        THE NORTHERN TRUST COMPANY,
                                          as a Lender


                                        By: ______________________________
                                            Name:  ____________________
                                            Title:  _____________________


                                        SOCIETE GENERALE, CHICAGO,
                                          BRANCH, as a Lender


                                        By: ______________________________
                                            Name:  ____________________
                                            Title:  _____________________









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                                    EXHIBIT A
                                       TO
                                 AMENDMENT NO. 5
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                                       AND
                            SECURITY INTEREST RELEASE



                               Revised Schedule II
                               -------------------

                                    Attached.
















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                                   SCHEDULE II

               LIST OF PERCENTAGES AND APPLICABLE LENDING OFFICES

<TABLE>
<S>                          <C>                            <C>
NAME OF BANK                 DOMESTIC LENDING OFFICE        EURODOLLAR OFFICE

Bank of America              231 South LaSalle Street       231 South LaSalle Street
NT & SA                      Chicago, Illinois 60697        Chicago, Illinois 60697
                             Attn: John F. Collopy          Attn: John F. Collopy

          Commitment                                        $20,454,550
          Percentage                                          40.9091%


Harris Trust and Savings     111 West Monroe Street         111 West Monroe Street
  Bank                       Chicago, IL 60690              Chicago, IL 60690
                             Attn: Scott F. Geik            Attn: Scott F. Geik

          Commitment                                        $11,363,650
          Percentage                                          22.7273%


The Northern Trust           50 South LaSalle Street        50 South LaSalle Street
  Company                    Chicago, IL  60675             Chicago, IL  60675
                             Attn: Daniel A. Toll           Attn: Daniel A. Toll

          Commitment                                        $9,090,900
          Percentage                                          18.1818%


Societe Generale,            181 West Madison               181 West Madison
  Chicago Branch             Chicago, IL  60602             Chicago, IL  60602
                             Attn: Michael O. Lincoln       Attn: Michael O. Lincoln

          Commitment                                        $9,090,900
          Percentage                                          18.1818%
</TABLE>








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