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                                                                    EXHIBIT 10.5

                                                                  EXECUTION COPY

                                 AMENDMENT NO. 4
                                       AND
                                  WAIVER NO. 3
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

                  THIS AMENDMENT NO. 4 AND WAIVER NO. 3 TO AMENDED AND RESTATED
CREDIT AGREEMENT ("Agreement") is being executed and delivered as of October 15,
1998, 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 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, and that certain Amendment No. 3
dated as of September 11, 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 failed to comply with each of the
financial covenants set forth in subparagraphs (b), (c) and (e) of Section 6.3,
in each case with respect to its four fiscal year period ending on October 4,
1998 (hereinafter, the "Covenant Defaults"); and

                  WHEREAS, the Borrower has requested, and subject to the terms
and conditions of this Agreement the Lenders and the Agent have agreed, (i) to
waive each of the Covenant Defaults, (ii) to temporarily increase the Commitment
Amount from its current level of $80,000,000 to $90,000,000 during the period
commencing on the date hereof and ending on the earlier of the Metal Services
Sale Date and December 31, 1998 and (iii) to modify the definition of EBITDA to
add back up to $49,100,000 of charges (of which not more than $13,000,000 of
which may be cash charges) incurred by the Borrower during its fiscal quarter
ending on October 4, 1998 with respect to its writing down or revaluing assets
outside the ordinary course of its business;


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                  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:

                  1. Amendment No. 4 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) Section 2.1 is amended to add the following subsection
immediately following Section 2.1.2:

                      SECTION 2.1.3. Temporary Supplemental Availability.
         Subject to Section 2.2 and 7.2, the Commitment Amount shall be
         increased by $10,000,000 as of October 15, 1998 and decreased by the
         same amount on the earlier to occur of the Metal Services Sale Date and
         December 31, 1998.

                  (b) Schedule I of the Credit Agreement is amended to delete
the word "and" which appears at the end of clause (iv) of the definition of
"EBITDA" set forth therein, to replace such word with a semicolon, and to add
the following clause to the end of such definition:

         and (vi) for purposes of computing the Borrower's and its consolidated
         Subsidiaries' EBITDA for any four (4) fiscal quarter period which
         includes the Borrower's fiscal quarter ended on October 4, 1998 (i.e.,
         periods ending on or about October 4, 1998, December 31, 1998, March
         31, 1999 and June 30, 1999), in addition to any adjustment made
         pursuant to clause (iv) of this definition, but without duplication,
         the amount of EBITDA otherwise calculated pursuant to this definition
         for such four (4) fiscal quarter period shall be increased by the
         aggregate amount of restructuring charges incurred by the Borrower and
         its Subsidiaries during the Borrower's fiscal quarter ended on October
         4, 1998 to the extent such restructuring charges do not exceed
         $49,100,000 in the aggregate and the portion of such charges comprised
         of cash charges does not exceed $13,000,000 in the aggregate.

                  2. Waiver No. 3 to the Credit Agreement. Subject to Paragraph
3 of this Agreement, and effective as of the date of this Agreement, each of the
Lenders and the Agent hereby waiver each of the Covenant Defaults.

                  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 


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such effectiveness shall be expressly conditioned upon the Agent's receipt of
each of the following:

                  (a) an originally-executed counterpart of this Agreement
executed by a duly authorized officer of the Borrower and by duly authorized
officers of each of the Lenders; and

                  (b) payment of each "Amendment Fee" due and payable pursuant
to, and as defined in, Paragraph 4(d) hereof.

                  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 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.

                  (d) The Borrower hereby agrees to pay to the Agent, for the
benefit of each Lender which executes and delivers a counterpart to this
Agreement prior to October 31, 1998, an amendment fee in an amount equal to
one-tenth of one percent (0.10%) of such Lender's Percentage of the Commitment
Amount as in existence as of the date this Agreement shall become effective and
after giving effect to the increase of the Commitment Amount provided for in
this Agreement (the "Amendment Fee"), provided no such Amendment Fee shall be
due or payable unless the conditions set forth in Paragraph 3(a) shall have been
satisfied. Such payments shall be made in cash or in immediately available funds
to the Agent, for the benefit of each such Lender, promptly 


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following the later to occur of such Lender's execution and delivery of a
counterpart to this Agreement and the satisfaction of the conditions set forth
in Paragraph 3(a).

                  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 is expressly set forth in Paragraph 2 of this Agreement,
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.

                  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: /s/ Peter J. Andres
                                              ---------------------------------
                                              Name:  Peter J. Andres
                                              Title:  Vice President - Treasurer


                                           BANK OF AMERICA NATIONAL TRUST AND
                                           SAVINGS ASSOCIATION, as Agent


                                           By: /s/ Jay McKeown
                                              ---------------------------------
                                              Name:  Jay McKeown
                                              Title:  Assistant Vice President


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


                                           By: /s/ Tracy J. Alfery
                                              ---------------------------------
                                              Name:  Tracy J. Alfery
                                              Title:  Managing Director


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


                                           By: /s/   Scott F. Geik
                                              ---------------------------------
                                              Name:  Scott F. Geik
                                              Title:  Vice President




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                                            THE NORTHERN TRUST COMPANY,
                                              as a Lender


                                            By: /s/ Daniel A. Toll
                                              ---------------------------------
                                              Name:  Daniel A. Toll
                                              Title:  Second Vice President


                                            SOCIETE GENERALE, CHICAGO,
                                              BRANCH, as a Lender


                                            By: /s/   Michael O. Lincoln
                                              ---------------------------------
                                              Name:  Michael O. Lincoln
                                              Title:  Vice President



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