<PAGE>
 
                                                                     Exhibit 4.3

                               MASTER ASSIGNMENT
                           AND CONSENT AGREEMENT AND
                      FIRST AMENDMENT TO CREDIT AGREEMENT

     THIS MASTER ASSIGNMENT AND CONSENT AGREEMENT AND FIRST AMENDMENT TO CREDIT
AGREEMENT, dated as of August 15, 1996 (this "Agreement"), is by and among BWAY
CORPORATION, a Delaware corporation ("BWAY"), BROCKWAY STANDARD, INC., a
Delaware corporation ("Brockway"), MILTON CAN COMPANY, INC., a Delaware
corporation ("Milton"), DAVIES CAN COMPANY, INC., a Delaware corporation
("Davies"), the Lenders parties to the Credit Agreement referred to below on the
date hereof but immediately prior to giving effect to this Agreement (the
"Existing Lenders"), BANKERS TRUST COMPANY, as Administrative Agent and
Syndication Agent, NATIONSBANK, N.A. (SOUTH), as Documentation Agent and Paying
Agent, and each of the financial institutions listed on Annex A attached hereto
(the "New Lenders").

                                   RECITALS:

     WHEREAS, BWAY, Brockway, Milton, Davies, the Agents and the Existing
Lenders are parties to that certain Credit Agreement dated as of June 17, 1996
(the "Credit Agreement");

     WHEREAS, the Existing Lenders desire to assign a portion of the outstanding
Loans and Commitments to the New Lenders on the terms set forth herein in
connection with the initial syndication of the Loans and Commitments; and

     WHEREAS, BWAY, Brockway, Milton, Davies, the Agents and the Existing
Lenders desire to amend the Credit Agreement as herein provided to (i) reflect
the new allocation of the Commitments and Loans among the Existing Lenders and
New Lenders and the addition of the New Lenders as Lenders under the Credit
Agreement, and (ii) reflect the addition of Harris Trust and Savings Bank and
SunTrust Bank, Atlanta as Co-Agents;

     NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the parties hereto agree as follows:

     SECTION 1.  DEFINED TERMS. Unless otherwise defined herein, all capitalized
terms used herein shall have the meanings given them in the Credit Agreement.

     SECTION 2.  DEEMED ASSIGNMENT AND CONSENT.

          (a)  Each of the Existing Lenders (collectively, the "Assignor 
     Lenders", and each individually, an "Assignor Lender"), severally and not
     jointly, hereby sells and assigns to each of the New Lenders without
     recourse and without representation or warranty (other than as expressly
     provided herein), and each New Lender hereby purchases and assumes from
     each Assignor Lender, that interest in and to each of such Assignor
     Lender's rights and obligations under the Credit Agreement as of the date
     hereof which in the aggregate represents such New Lender's pro rata share
     (with respect to each such New Lender, its "Pro Rata Share") as set forth
     on, and in respect of the Commitments listed on Annex B attached hereto
     (calculated after giving effect to this Agreement), and such Pro Rata Share
     represents
<PAGE>
 
     all of the outstanding rights and obligations under the Credit Agreement
     that are being sold and assigned to each New Lender, including, without
     limitation, all rights and obligations with respect to such New Lender's
     Pro Rata Share of outstanding Loans and Letters of Credit.

          (b)  In consideration of the assignment to each New Lender described
     in Section 2(a) above, such New Lender hereby agrees to pay to the Paying
     Agent, on the Effective Date (as defined below), the principal amount of
     any outstanding Loans included within the New Lender's Pro Rata Share of
     the Commitments listed on Annex B hereto, such payment to be made by wire
     transfer of immediately available funds to the Paying Agent in accordance
     with payment instructions separately provided by the Paying Agent to such
     New Lender. Upon receipt of any such payment, the Paying Agent shall pay
     each Assignor Lender its share of such payment. Any fees (other than
     Commitment Fees and Letter of Credit Fees) payable to a New Lender in
     respect of the Commitments included within such New Lender's Pro Rata Share
     shall be determined and paid to such New Lender as agreed upon separately
     by the applicable Assignor Lender or Assignors Lenders and such New Lender.

          (c)  The parties hereby agree that, upon giving effect to the
     assignment and assumption described above, (i) each New Lender shall be a
     party to the Credit Agreement and shall have all of the rights and
     obligations under the Loan Documents, and shall be deemed to have made all
     of the covenants and agreements contained in the Loan Documents (including,
     without limitation, the appointment of BT and NationsBank as Agents in
     accordance with Article VIII of the Credit Agreement), arising out of or
     otherwise related to its Pro Rata Share of the Commitments assigned to such
     New Lender hereby, and (ii) each Assignor Lender shall be absolutely
     released from any of such obligations, covenants and agreements assumed or
     made by any New Lender in respect of the share assigned to such New Lender
     hereby.

          (d)  Each Assignor Lender and each New Lender hereby acknowledge and
     confirm their understanding and intent that from and after the Effective
     Date, the Paying Agent shall make all payments under the Credit Agreement
     in respect of the assignment made hereby to such New Lender (including,
     without limitation, all payments of principal and accrued but unpaid
     interest, Commitment Fees and Letter of Credit Fees with respect thereto)
     (i) in the case of any such interest, Commitment Fees and Letter of Credit
     Fees that shall have accrued prior to the Effective Date, to the applicable
     Assignor Lender, and (ii) in all other cases, the applicable New Lender.
     Each Assignor Lender and each New Lender hereby agrees from time to time,
     upon request of a party hereto, to take such additional actions and to
     execute and deliver such additional documents and instruments as such party
     may reasonably request to effect the transactions contemplated by, and to
     carry out the intent of, this Agreement.

          (e)  No Assignor Lender shall be responsible to any New Lender for the
     execution, effectiveness, genuineness, validity, enforceability,
     collectibility or sufficiency of any of the Loan Documents or for any
     representations, warranties, recitals or statements 

                                      -2-
<PAGE>
 
     made therein or made in any written or oral statements or in any financial
     or other statements, instruments, reports or certificates or any other
     documents furnished or made by any Assignor Lender to any New Lender or by
     or on behalf of BWAY or any of its Subsidiaries to any Assignor Lender or
     any New Lender in connection with the Loan Documents and the transactions
     contemplated thereby or for the financial condition or business affairs of
     BWAY, the Borrowers or any other Person liable for the payment of any
     Obligations, nor shall any Assignor Lender be required to ascertain or
     inquire as to the performance or observance of any of the terms,
     conditions, provisions, covenants or agreements contained in any of the
     Loan Documents or as to the use of the proceeds of the Loans or as to the
     existence or possible existence or any Event of Default or Unmatured Event
     of Default.

          (f)  Each New Lender represents and warrants that it has experience
     and expertise in the making of loans such as the Loans; that it has
     acquired its Pro Rata Share for its own account in the ordinary course of
     business and not with a view to or for sale in connection with any
     distribution of the Loans within the meaning of the Securities Act or the
     Exchange Act or other federal securities laws (it being understood and
     agreed that, subject to the provisions of Section 11.10 of the Credit
     Agreement, the disposition of its Pro Rata Share or of any interest therein
     shall at all times remain within such New Lender's exclusive control); and
     that it has received, reviewed and approved a copy of the Credit Agreement
     (including all Exhibits and Schedules thereto) and each of the other Loan
     Documents.

          (g)  Each New Lender represents and warrants that it has received from
     Assignor Lenders such financial information regarding BWAY and its
     Subsidiaries as is available to Assignor Lenders and as such New Lender has
     requested, that it has made its own independent investigation of the
     financial condition and affairs of BWAY and its Subsidiaries in connection
     with the assignment evidenced by this Agreement, and that it has made and
     shall continue to make its own appraisal of the creditworthiness of BWAY
     and its Subsidiaries. No Assignor Lender shall have any duty or
     responsibility, either initially or on a continuing basis, to make any such
     investigation or any such appraisal on behalf of any New Lender or to
     provide any New Lender with any other credit or other information with
     respect thereto, whether coming into its possession before the making of
     the initial Loans or at any time or times thereafter, and no Assignor
     Lender shall have any responsibility with respect to the accuracy of or the
     completeness of any information provided to any New Lender.

          (h)  Each Assignor Lender represents and warrants to each New Lender
     that (i) the rights and obligations of such Assignor Lender assigned hereby
     are not subject to any Liens created by that Assignor Lender and (ii) it is
     the legal and beneficial owner of that portion of the Pro Rata Share of
     such New Lender assigned by such Assignor Lender to such New Lender hereby,
     free and clear of any adverse claim.

          (i)  The Administrative Agent hereby acknowledges that no processing
     and recordation fee is payable under Section 11.10(d) of the Credit
     Agreement as a result of the assignments contemplated hereby.

                                      -3-
<PAGE>
 
          (j)  Notwithstanding anything herein to the contrary, in the event any
     New Lender does not execute and deliver this Agreement to the
     Administrative Agent on or prior to 5:00 P.M. (New York City time), August
     15, 1996, the Administrative Agent may elect in its sole discretion to
     remove such Person as a New Lender for all purposes under this Agreement,
     it being understood that (i) any rights and obligations under the Credit
     Agreement that would have been assigned to such Person shall be retained by
     the Assignor Lenders, (ii) the Administrative Agent shall amend this
     Agreement and Annex A and Annex B hereto to give effect to such removal and
     retention, and (iii) the removal of any Person as a New Lender as provided
     in this paragraph shall not preclude the effectiveness of this Agreement as
     provided in Section 4 hereof.

          (k)  The Administrative Agent, the Facing Agent and the Borrowers
     hereby consent to the assignments by the Assignor Lenders to the New
     Lenders contemplated hereby.

     SECTION 3.  ADDITION OF NEW LENDERS AS LENDERS; PRO RATA SHARES AND NOTICE
ADDRESSES; AMENDMENTS TO CREDIT AGREEMENT.

          (a)  The Credit Agreement is hereby amended to include the New Lenders
     listed on Annex A hereto as Lenders for all purposes under the Credit
     Agreement and each of the other Loan Documents and the New Lenders shall
     hereby become vested with all the rights, powers, privileges and duties of
     a Lender under the Credit Agreement and each of the other Loan Documents.
     For purposes of the Credit Agreement, the addresses of each of the New
     Lenders shall be as set forth under such New Lender's name on the signature
     pages hereof. Accordingly, subject to the provisions of Section 2(j)
     hereof, Schedule 1.1(a) to the Credit Agreement is hereby amended by
     deleting it in its entirety and substituting therefor a new Schedule 1.1(a)
     in the form of Annex B attached hereto.

          (b)  The Credit Agreement is hereby amended by deleting the reference
     to "and NATIONSBANK, N.A. (SOUTH), as Documentation Agent and Paying Agent
     for the Lenders" appearing in the preamble thereto and replacing such
     reference with the following:

          "NATIONSBANK, N.A. (SOUTH), as Documentation Agent and Paying Agent
          for the Lenders, and HARRIS TRUST AND SAVINGS BANK and SUNTRUST BANK,
          ATLANTA, as Co-Agents"

          (c)  The Credit Agreement is hereby amended by adding a new Section
     8.10 at the end of Article VIII thereof as follows:

          "Section 8.10  Co-Agents. None of the Lenders referenced in the
          preamble or signature pages of this Agreement as a "Co-Agent" shall
          have any right, power, obligation, liability, responsibility or duty
          under this Agreement or any other Loan Document other than those
          applicable to all Lenders as such. Each Lender acknowledges that it
          has not relied, and will not rely, on any of the Lenders so identified
          as Co-Agents in deciding to enter into this

                                      -4-
<PAGE>
 
          Agreement or in taking or refraining from taking any action hereunder
          or pursuant hereto."

     SECTION 4.  CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT. This
Agreement shall become effective upon the date (the "Effective Date") each of
the following conditions have been satisfied:

          (a)  The Borrowers, the Agents, the Existing Lenders and the New
     Lenders shall have executed and delivered this Agreement.

          (b)  The Borrowers shall have delivered to the Administrative Agent or
     its counsel executed Revolving Notes payable to each Existing Lender and
     New Lender giving effect to the assignments contemplated hereby, each dated
     the Closing Date.

     SECTION 5.  REPRESENTATIONS AND WARRANTIES.

          (a)  Corporate Power and Authority; Authorization and Enforceability.
     Each party to this Agreement represents and warrants (i) that it has full
     power and authority to enter into this Agreement and perform its
     obligations hereunder in accordance with the provisions hereof, (ii) that
     this Agreement has been duly authorized, executed and delivered by such
     party and (iii) that this Agreement constitutes the legal, valid and
     binding obligation of such party, enforceable against such party in
     accordance with its terms, except as enforceability may be limited by
     bankruptcy, insolvency, reorganization, moratorium or similar laws relating
     to or limiting creditors' rights generally and by general principles of
     equity.

          (b)  Binding Obligation. The Borrowers represent and warrant that the
     new Revolving Notes being delivered by the Borrowers pursuant to this
     Agreement (i) have been duly executed and delivered by the Borrowers and
     (ii) are the legal, valid and binding obligations of the Borrowers,
     enforceable against the Borrowers in accordance with their respective
     terms, except as enforceability may be limited by bankruptcy, insolvency,
     reorganization, moratorium or similar laws relating to or limiting
     creditors' rights generally and by general principles of equity.

          (c)  Incorporation of Representations and Warranties From Loan
     Documents; Absence of Default. The Borrowers represent and warrant to each
     Existing Lender and New Lender that the following statements are true and
     correct:

               (i)  The representations and warranties contained in the Credit
          Agreement and each of the other Loan Documents are and will be true,
          correct and complete in all material respects on and as of the
          Effective Date to the same extent as though made on and as of that
          date, except to the extent such representations and warranties
          specifically relate to an earlier date, in which case they were true,
          correct and complete in all material respects on and as of such
          earlier date.

                                      -5-
<PAGE>
 
               (ii)  No event has occurred and is continuing or will result from
          the consummation of the transactions contemplated by this Agreement
          that would constitute an Event of Default or an Unmatured Event of
          Default.

     SECTION 6.  REFERENCES TO AND EFFECT ON THE CREDIT AGREEMENT.

          (a)  On and after the Effective Date each reference in the Credit
     Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of
     like import, and each reference to the Credit Agreement in the Loan
     Documents and all other documents (the "Ancillary Documents") delivered in
     connection with the Credit Agreement shall mean and be a reference to the
     Credit Agreement as amended hereby.

          (b)  Except as specifically amended above, the Credit Agreement, the
     Loan Documents and all other Ancillary Documents shall remain in full force
     and effect and are hereby ratified and confirmed.

          (c)  The execution, delivery and effectiveness of this Amendment shall
     not, except as expressly provided herein, operate as a waiver of any right,
     power or remedy of the Lenders or the Agents under the Credit Agreement,
     the Loan Documents or the Ancillary Documents.

     SECTION 7.  EXECUTION IN COUNTERPARTS. This Agreement may be executed in
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. Delivery of an executed counterpart of a signature page of this
Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart of this Agreement.

     SECTION 8.  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE INTERNAL CONFLICTS OF LAWS PROVISIONS THEREOF.

     SECTION 9.  HEADINGS. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purposes.

     SECTION 10. FEES AND EXPENSES. The Borrowers hereby acknowledge that all
costs, fees and expenses as described in Section 11.4 of the Credit Agreement
incurred by the Administrative Agent and its counsel with respect to this
Agreement and the documents and transactions contemplated hereby shall be for
the account of the Borrowers.

     SECTION 11. CANCELED NOTES. Reasonably promptly after the Effective Date,
each Existing Lender shall return to BWAY the Revolving Notes issued on the
Closing Date (the "Prior Notes") to such Existing Lender, marked to show their
cancellation, and, upon receipt of all of the

                                      -6-
<PAGE>
 
newly executed and delivered Revolving Notes pursuant to Section 4(b) hereof and
the effectiveness of this Agreement, the Prior Notes shall be deemed null and
void.


                          [signature pages to follow]

                                      -7-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
date above first written.

<TABLE>
<CAPTION>

BWAY CORPORATION                         BROCKWAY STANDARD, INC.
<S>                                      <C>
By:_____________________________________ By:________________________________________

Name:___________________________________ Name:______________________________________

Title:__________________________________ Title:_____________________________________


MILTON CAN COMPANY, INC.                 DAVIES CAN COMPANY, INC.

By:_____________________________________ By:________________________________________

Name:___________________________________ Name:______________________________________

Title:__________________________________ Title:_____________________________________


                                         BANKERS TRUST COMPANY, individually and as
                                         Administrative Agent, Syndication Agent and
                                         Facing Agent

                                         By:________________________________________

                                         Name:______________________________________

                                         Title:_____________________________________


                                         NATIONSBANK, N.A. (SOUTH),
                                         individually and as Documentation Agent and
                                         Paying Agent

                                         By:________________________________________

                                         Name:______________________________________

                                         Title:_____________________________________

</TABLE>
                                      S-1

<PAGE>

                                       HARRIS TRUST AND SAVINGS BANK,
                                       individually and as Co-Agent

                                       By:____________________________________

                                       Name:__________________________________

                                       Title:_________________________________ 


                                       Address:

                                       Harris Trust and Savings Bank
                                       111 West Monroe Street
                                       Chicago, Illinois 60603
                                       Attention: Jeffrey C. Nicholson
                                       Telephone:  (312) 461-2736
                                       Fax:        (312) 461-2591

                                      S-2
<PAGE>
 
     SUNTRUST BANK, ATLANTA,
     individually and as Co-Agent

     By:____________________________________

     Name:__________________________________

     Title:_________________________________

 
     Address:

     SunTrust Bank, Atlanta
     25 Park Place
     23rd Floor
     Atlanta, GA 30303
     Attention: Jenna M. Hale
     Telephone:  (404) 230-5427
     Fax:        (404) 588-8833

                                      S-3
<PAGE>
 
     CIBC INC.

     By:__________________________________________

     Name:________________________________________

     Title:_______________________________________


     Address:

     Canadian Imperial Bank of Commerce
     2727 Paces Ferry Road
     Suite 1200
     Atlanta, GA 30339
     Attention: William Humphries
     Telephone:  (770) 319-4906
     Fax:        (770) 319-4954

                                      S-4
<PAGE>
 
     CORESTATES BANK, N.A.

     By:____________________________________

     Name:_________________________________

     Title:__________________________________


     Address:

     Corestates Bank, N.A.
     1345 Chestnut Street
     Philadelphia, PA 19101-7618
     Attention: Laura J. Zavacki
     Telephone:  (215) 973-8548
     Fax:        (215) 973-6745

                                      S-5
<PAGE>
 
     THE BANK OF NEW YORK


     By:_____________________________________

     Name:___________________________________

     Title:__________________________________


     Address:

     The Bank of New York
     One Wall Street
     New York, NY 10286
     Attention: David Siegel
     Telephone:  (212) 635-1489
     Fax:        (212) 635-6434


                                      S-6
<PAGE>
 
     THE BANK OF NOVA SCOTIA

 
     By:__________________________________

     Name:________________________________

     Title:_______________________________

     Address:
 
     The Bank of Nova Scotia
     600 Peachtree Street NE
     Suite 2700
     Atlanta, GA 30308
     Attention: James Yager
     Telephone:  (404) 877-1508
     Fax:        (404) 888-8998

            
                                      S-7
 
<PAGE>
 
     BANK OF TOKYO - MITSUBISHI  LIMITED,               
     ATLANTA AGENCY


     By:____________________________________

     Name:_________________________________

     Title:__________________________________


     Address:

     Bank of Tokyo - Mitsubishi Limited, Atlanta               
     Agency
     Georgia Pacific Center
     133 Peachtree Street NE
     Suite 4970
     Atlanta, GA 30303-1808
     Attention: Gary England
     Telephone:  (404) 222-4205
     Fax:        (404) 577-1155


                                      S-8
<PAGE>
 
     BAYERISCHE VEREINSBANK AG,               
     NEW YORK BRANCH
 

     By:_____________________________________

     Name:___________________________________

     Title:__________________________________



     By:_____________________________________

     Name:___________________________________

     Title:__________________________________


     Address:

     Bayerische Vereinsbank AG,
     New York Branch
     335 Madison Avenue - 19th Floor
     New York, NY 10017
     Attention: Ralf Enke
     Telephone:  (212) 210-0340
     Fax:        (212) 880-9724

                                      S-9
<PAGE>
 
     NATIONAL CITY BANK, KENTUCKY


     By:____________________________________

     Name:_________________________________

     Title:__________________________________


     Address:

     National City Bank, Kentucky
     5304 Chaversham Rd.
     Norcross, GA 30092
     Attention: Carrie C. Tate
     Telephone:  (770) 441-7838
     Fax:        (770) 441-1525

                                     S-10
<PAGE>
 
     PNC BANK, NATIONAL ASSOCIATION


     By:____________________________________

     Name:_________________________________

     Title:__________________________________



     Address:

     PNC Bank, National Association
     249 Fifth Avenue - 2nd Floor
     Pittsburgh, PA 15222-2707
     Attention: Rose Crump
     Telephone:  (412) 762-2539
     Fax:        (412) 762-6484


                                     S-11
<PAGE>
 
     WACHOVIA BANK OF GEORGIA, N.A.

     By:_____________________________________

     Name:___________________________________

     Title:__________________________________


     Address:

     Wachovia Bank of Georgia, N.A.
     191 Peachtree Street
     Mail Code GA 212
     Atlanta, GA 30303-1757
     Attention: Commercial Group
     Telephone:  (404) 332-1383
     Fax:        (404) 332-6920



                                     S-12
<PAGE>
 
                                                                         ANNEX A
                                                                         -------
                                                                                

                                  NEW LENDERS
                                  -----------
                                        

                                   CIBC Inc.
                             Corestates Bank, N.A.
                         Harris Trust and Savings Bank
                             SunTrust Bank, Atlanta
                              The Bank of New York
                            The Bank of Nova Scotia
               Bank of Toyko - Mitsubishi Limited, Atlanta Agency
                   Bayerische Vereinsbank AG, New York Branch
                          National City Bank, Kentucky
                         PNC Bank, National Association
                         Wachovia Bank of Georgia, N.A.


<PAGE>
 
                                                                         ANNEX B
                                                                         -------


                                SCHEDULE 1.1(a)
                                        
                              COMMITMENT AMOUNTS
                              ------------------


                                             Amount of Revolving
Name of Lender                                 Loan Commitment
--------------                               -------------------

Bankers Trust Company                         $ 21,000,000.00
NationsBank, N.A. (South)                       21,000,000.00
CIBC Inc.                                       13,000,000.00
Corestates Bank, N.A.                           13,000,000.00
Harris Trust and Savings Bank                   13,000,000.00
SunTrust Bank, Atlanta                          13,000,000.00
The Bank of New York                             8,000,000.00
The Bank of Nova Scotia                          8,000,000.00
Bank of Toyko - Mitsubishi Limited,
   Atlanta Agency                                8,000,000.00
Bayerische Vereinsbank AG, New York Branch       8,000,000.00
National City Bank, Kentucky                     8,000,000.00
PNC Bank, National Association                   8,000,000.00
Wachovia Bank of Georgia, N.A.                   8,000,000.00
                                              ---------------
 
         Total:                               $150,000,000.00
                                              ===============
 
<PAGE>
 
                     SECOND AMENDMENT TO CREDIT AGREEMENT

     THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of October 15, 1997
(this "Agreement"), is by and among BWAY CORPORATION, a Delaware corporation
("BWAY"), BROCKWAY STANDARD, INC., a Delaware corporation ("Brockway"), BROCKWAY
STANDARD (NEW JERSEY), INC., a Delaware corporation (formerly named Milton Can
Company, Inc.) ("Brockway New Jersey"), MILTON CAN COMPANY, INC., a Delaware
corporation ("Milton"), BROCKWAY STANDARD (OHIO), INC., a Delaware corporation
(formerly named Davies Can Company, Inc.) ("Brockway Ohio"), the Lenders parties
to the Credit Agreement referred to below (the "Lenders"), BANKERS TRUST
COMPANY, as Administrative Agent and Syndication Agent, and NATIONSBANK, N.A.
(SOUTH), as Documentation Agent and Paying Agent.

     
                                   RECITALS:

     WHEREAS, BWAY, Brockway, Brockway New Jersey, Milton, Brockway Ohio, the
Agents and the Existing Lenders are parties to that certain Credit Agreement
dated as of June 17, 1996, as amended as of August 15, 1996 (as amended,
restated, supplemented or otherwise modified and in effect from time to time,
the "Credit Agreement"); and

     WHEREAS, BWAY and the Borrowers have requested the Agents and the Lenders
to amend the Credit Agreement in certain respects as set forth herein and the
Agents and the Lenders are agreeable to the same, subject to the terms and
conditions set forth herein;

     NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the parties hereto agree as follows:

     SECTION 1.  DEFINED TERMS. Unless otherwise defined herein, all capitalized
terms used herein shall have the meanings given them in the Credit Agreement.

     SECTION 2.  AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is, as of
the Effective Date (as defined below), hereby amended as follows:

          (a)  Section 2.8(a) of the Credit Agreement is hereby amended by
deleting the table appearing at the end of the first paragraph of such Section
in its entirety and substituting therefor the following:
<PAGE>
 
<TABLE>
<CAPTION>
================================================================================

                                                                Applicable Prime
                      Leverage Ratio                              Rate Margin
--------------------------------------------------------------------------------
<S>                                                            <C>
               3.00:1.00 and lower                                   0.00%
--------------------------------------------------------------------------------
(greater than) 3.00:1.00; (less than or equal to) 3.50:1.00         0.125%
--------------------------------------------------------------------------------
(greater than) 3.50:1.00; (less than or equal to) 4.00:1.00          0.50%
--------------------------------------------------------------------------------
(greater than) 4.00:1.00; (less than or equal to) 4.25:1.00          1.00%
--------------------------------------------------------------------------------
(greater than) 4.25:1.00                                             1.50%
================================================================================
</TABLE>

          (b)  Section 2.8(b) of the Credit Agreement is hereby amended by
deleting the table appearing at the end of the first paragraph of such Section
in its entirety and substituting therefor the following:

<TABLE>
<CAPTION>
=================================================================================
                                                            Applicable Eurodollar
                     Leverage Ratio                              Rate Margin
---------------------------------------------------------------------------------
<S>                                                         <C>
               1.00:1.00 and lower                                   0.40%
---------------------------------------------------------------------------------
(greater than) 1.00:1.00; (less than or equal to) 1.50:1.00          0.50%
---------------------------------------------------------------------------------
(greater than) 1.50:1.00; (less than or equal to) 2.00:1.00         0.625%
---------------------------------------------------------------------------------
(greater than) 2.00:1.00; (less than or equal to) 2.50:1.00          0.75%
---------------------------------------------------------------------------------
(greater than) 2.50:1.00; (less than or equal to) 3.00:1.00         0.875%
---------------------------------------------------------------------------------
(greater than) 3.00:1.00; (less than or equal to) 3.50:1.00         1.125%
---------------------------------------------------------------------------------
(greater than) 3.50:1.00; (less than or equal to) 4.00:1.00          1.50%
---------------------------------------------------------------------------------
(greater than) 4.00:1.00; (less than or equal to) 4.25:1.00          2.00%
---------------------------------------------------------------------------------
(greater than) 4.25:1.00                                             2.50%
=================================================================================
</TABLE>

          (c)  Section 2.12(h) and 2.13(a) of the Credit Agreement are hereby
amended by deleting "Section 3.8" appearing in clause (A) of Section 2.12(h) and
in clause (ii) of Section 2.13(a) and substituting therefor "Section 3.9".

          (d)  Section 2.12(h) of the Credit Agreement is hereby further amended
by inserting "applicable for Prime Rate Loans" immediately after "Default Rate"
appearing in the penultimate sentence of such Section.

          (e)  Section 3.3(b) of the Credit Agreement is hereby amended by
deleting the first sentence of such Section in its entirety and substituting
therefor the following:

                                      -2-
<PAGE>
 
          "So long as no Event of Default or Unmatured Event of Default exists,
          the Borrowers may request at any time after the 90th day after the
          Closing Date, by written notice to the Administrative Agent in the
          form of Exhibit 3.3(b) hereto, that the Total Revolving Loan
          Commitment be increased by $50,000,000 (the "Increase Amount"), with
          such requested increase either being made for the entire Increase
          Amount or in increments of $25,000,000, provided that not more than
          one such request may be given in any twelve-month period."

          (f)  Section 3.7(a) of the Credit Agreement is hereby amended by
deleting the table appearing at the end of the first paragraph of such Section
in its entirety and substituting therefor the following:

<TABLE>
<CAPTION>
============================================================================
                                                               Applicable
                        Leverage Ratio                       Commitment Fee
----------------------------------------------------------------------------
<S>                                             <C>
               1.50:1.00 and lower                                0.20%
----------------------------------------------------------------------------
(greater than) 1.50:1.00; (less than or equal to) 2.00:1.00       0.25%
----------------------------------------------------------------------------
(greater than) 2.00:1.00; (less than or equal to) 3.50:1.00       0.30%
----------------------------------------------------------------------------
(greater than) 3.50:1.00; (less than or equal to) 4.00:1.00       0.40%
----------------------------------------------------------------------------
(greater than) 4.00:1.00                                          0.50%
============================================================================
</TABLE>

          (g)  Section 3.9(c) of the Credit Agreement is hereby amended by
deleting "Exhibit 3.8(c)" each time appearing in such Section and substituting
therefor "Exhibit 3.9(c)".

          (h)  Section 5.1.3.(a) of the Credit Agreement is hereby amended by
deleting "Section 5.2.7" appearing in such Section and substituting therefor
"Section 5.2.6".

          (i)  Section 5.2.2(c) of the Credit Agreement is hereby amended by
deleting "$5 million" appearing in such Section and substituting therefor "$15
million".

          (j)  Section 5.2.3 of the Credit Agreement is hereby amended by
inserting at the end of such Section the following:

          "Notwithstanding the foregoing limitations set forth in this Section
          5.2.3, BWAY or any of its Subsidiaries may enter into any management
          services or other similar contract with any joint venture in which
          BWAY or any of its Subsidiaries has an equity ownership interest,
          which contract provides for the rendering of services by BWAY or any
          Subsidiary to such joint venture and for payments to be made by such
          joint venture to BWAY or any of its Subsidiaries but does not provide
          for any payments by BWAY or any

                                      -3-
<PAGE>
 
          Subsidiary to such joint venture, and is in form and substance
          reasonably satisfactory to the Administrative Agent."

          (k)  Section 5.2.4(a) of the Credit Agreement is hereby amended by
deleting "Wholly-Owned Subsidiary of such Borrower" appearing in such Section
and substituting therefor "other equity holder on a proportionate basis".

          (l)  Section 5.2.4(b) of the Credit Agreement is hereby amended by
deleting "$5,000,000" appearing in such Section and substituting therefor
"$10,000,000".

          (m)  Section 5.2.4(c) of the Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting therefor the following:

          "(c) any Borrower may pay cash dividends or make distributions on its
          capital stock to BWAY;"

          (n)  Section 5.2.5(c) of the Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting therefor the following:

          "(c) (i) BWAY may make intercompany loans and advances to any
          Borrower and any Borrower may make intercompany loans and advances to
          BWAY or any other Borrower, and (ii) BWAY or any Borrower may make
          intercompany loans and advances to any Guarantor Subsidiary, provided
          that at no time shall the aggregate outstanding principal amount of
          all intercompany loans and advances made pursuant to this clause (ii)
          by BWAY and the Borrowers exceed $2,000,000;"

          (o)  Section 5.2.5(i) of the Credit Agreement is hereby amended by
deleting "$10,000,000" appearing in such Section and substituting therefor
"$15,000,000".

          (p)  Section 5.2.6(e) of the Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting therefor the following:

          "(e) any non-Wholly-Owned Subsidiary may merge with and into a Wholly-
     Owned Subsidiary (with such Wholly-Owned Subsidiary as the survivor and
     remaining a Wholly-Owned Subsidiary after such merger) and any Non-Recourse
     Subsidiary may merge or consolidate with any Person (other than BWAY or any
     Wholly-Owned Subsidiary) regardless of whether such Non-Recourse Subsidiary
     is the survivor of such merger or consolidation."

          (q)  Section 5.2.8 of the Credit Agreement is hereby amended by
deleting clause (i) appearing in such Section in its entirety and substituting
therefor the following:

          "(i) sales or other dispositions of inventory in the ordinary course
          of business, sales or other dispositions of assets which constitute
          Investments permitted 

                                      -4-
 
<PAGE>
 
          under Section 5.2.5(i) and sales or other dispositions of assets of
          any Non-Recourse Subsidiary,"

          (r)  Section 5.2.8 of the Credit Agreement is hereby further amended
by deleting clause (iii) appearing in such Section in its entirety and
substituting therefor the following:

          "(iii) sales or other dispositions of assets if the aggregate book
     value (at the time of disposition thereof) of all assets disposed of by
     BWAY and its Subsidiaries (other than Non-Recourse Subsidiaries) subsequent
     to the Closing Date plus the aggregate book value of all assets then
     proposed to be sold or disposed of does not exceed 15% of Consolidated
     Total Assets, provided that (A) each such sale or disposition shall be
     approved by the board of directors of the Person selling or disposing of
     such assets and shall be in an amount at least equal to the fair market
     value thereof, and (B) an amount equal to the net proceeds of such sales
     and dispositions shall be used by BWAY or any Subsidiary (other than a Non-
     Recourse Subsidiary) within 12 months of such sale or disposition to
     reinvest in productive assets of a kind then used or usable in the business
     of BWAY or any such Subsidiary,"

          (s)  Section 5.2.10(b) of the Credit Agreement is hereby amended by
inserting at the end of such Section the following:

          "Notwithstanding the foregoing, BWAY or any Borrower may create or
          suffer to exist any non-Wholly-Owned Subsidiary which elects not to
          execute and deliver a Subsidiary Guaranty (a "Non-Recourse
          Subsidiary") under this clause (b) so long as (A) the aggregate amount
          of all Investments (at the time of making thereof) in all such Non-
          Recourse Subsidiaries does not exceed $15,000,000 (determined as
          provided in Section 5.2.5(i)) and (B) all Indebtedness of such Non-
          Recourse Subsidiary shall be Non-Recourse Debt and all other
          liabilities of such Non-Recourse Subsidiary shall be non-recourse to
          BWAY and its Subsidiaries (other than Non-Recourse Subsidiaries) and
          their respective assets and properties."

          (t)  Section 5.3.1 of the Credit Agreement is hereby amended by
deleting "4.25" appearing in such Section and substituting therefor "4.50".

          (u)  Section 5.3.2 of the Credit Agreement is hereby amended by
deleting "June 30, 1997" each time such date appears under the heading "Fiscal
Quarter" appearing in such Section and substituting therefor "June 30, 1998".

          (v)  Section 5.3.4 of the Credit Agreement is hereby amended by
deleting "Permit" appearing in such Section and substituting therefor "Not
permit".

          (w)  Section 11.10(f) of the Credit Agreement is hereby amended by
deleting "Federal Reserve Lender" appearing in such Section and substituting
therefor "Federal Reserve bank".

                                      -5-
 
<PAGE>
 
          (x)  The definition of "Business Day" appearing in the Definitional
Appendix to the Credit Agreement is hereby amended by deleting "Lenders"
appearing therein and substituting therefor "banks".

          (y)  The definition of "Consolidated EBITDA" appearing in the
Definitional Appendix to the Credit Agreement is hereby amended by inserting ")"
immediately after "Section 5.1.1(b)" appearing therein.

          (z)  The definition of "Consolidated Net Income" and "Consolidated Net
Loss" appearing in the Definitional Appendix to the Credit Agreement is hereby
amended by deleting clause (v) of such Section in its entirety and substituting
therefor the following:

          "(v) any non-cash restructuring charges, in an aggregate amount not to
          exceed $12,860,000, which reduced Consolidated Net Income in the
          fourth fiscal quarter in Fiscal Year 1996."

          (aa) The definition of "Consolidated Total Assets" appearing in the
Definitional Appendix to the Credit Agreement is hereby amended by inserting "at
any date of determination," immediately following "means," appearing in such
definition.

          (bb) The definition of "Eligible Assignee" appearing in the
Definitional Appendix to the Credit Agreement is hereby amended by deleting
"Lender" each time appearing therein and substituting therefor "bank".

          (cc) The definition of "Eurodollar Rate" appearing in the Definitional
Appendix to the Credit Agreement is hereby amended by deleting "Lenders"
appearing therein and substituting therefor "banks".

          (dd) The definition of "Federal Funds Rate" appearing in the
Definitional Appendix to the Credit Agreement is hereby amended by deleting
"Lender" and "Lenders" each time appearing therein and substituting therefor
"bank" and "banks", respectively,

          (ee) The definition of "Permitted Liens" appearing in the Definitional
Appendix to the Credit Agreement is hereby amended by deleting "Section
5.2.2(b)" appearing in clause (h) of such Section and substituting therefor
"Section 5.2.2(c)".

          (ff) The definition of "Sublimit Amount" appearing in the Definitional
Appendix to the Credit Agreement is hereby amended by deleting "EBIDTA"
appearing therein and substituting therefor "EBITDA".

          (gg) The definition of "Subsidiary" appearing in the Definitional
Appendix to the Credit Agreement is hereby amended by inserting at the end of
the first sentence thereof but before the "." the following:

                                      -6-
 
<PAGE>
 
          "; provided, however, that any Person in which BWAY or any of its
          Subsidiaries makes an Investment pursuant to Section 5.2.5(i) (such
          Person being referred to as a "Joint Venture") which would be deemed a
          "Subsidiary" under the foregoing provisions of this definition shall
          not be deemed to be a "Subsidiary" for any purpose of this Agreement
          so long as BWAY is only entitled, directly or indirectly, to elect 50%
          or less of the members of the board of directors (or other governing
          body) of the Joint Venture and the assets, liabilities and results of
          operations of which are not required to be consolidated with BWAY's
          assets, liabilities and results of operations under generally accepted
          accounting principles"

          (hh) The definition of "Subsidiary Guaranties" appearing in the
Definitional Appendix to the Credit Agreement is hereby amended by deleting
"Section 5.2.12" appearing therein and substituting therefor "Section 5.2.10".

          (ii) The definition of "Termination Date" appearing in the
Definitional Appendix to the Credit Agreement is hereby amended by deleting
"June 17, 2001" appearing therein and substituting therefor "June 17, 2002".

          (jj) The Definitional Appendix to the Credit Agreement is hereby
further amended by inserting new definitions of "Non-Recourse Debt" and "Non-
Recourse Subsidiary" in their appropriate alphabetical order as follows:

          ""Non-Recourse Debt" means indebtedness or that portion of
          indebtedness (i) as to which neither BWAY nor any of its Subsidiaries
          (other than Non-Recourse Subsidiaries) (a) provides credit support
          (including any undertaking, guaranty, agreement or instrument that
          would constitute indebtedness), (b) is directly or indirectly liable,
          or (c) constitutes the lender; and (ii) no default with respect to
          which (including any rights that the holders thereof may have to take
          enforcement action against a Non-Recourse Subsidiary) would permit
          (upon notice, lapse of time or both) any holder of any other
          indebtedness (other than the Obligations) of BWAY or any of its
          Subsidiaries (other than Non-Recourse Subsidiaries) to declare a
          default on such other indebtedness or cause the payment thereof to be
          accelerated or payable prior to its stated maturity.

          "Non-Recourse Subsidiary" is defined in Section 5.2.10(b)."

          (kk) Exhibit 3.3(b) to the Credit Agreement is hereby amended be
deleting "$25,000,000" appearing in paragraph 3 of such Exhibit and substituting
therefor "[$50,000,000] [$25,000,000]".

          (ll) Exhibit 5.1.1(b) to the Credit Agreement is hereby amended by
deleting clause (d) appearing under the heading "Section 5.2.5 Investments" in
Schedule I to such Exhibit.

                                      -7-
 
<PAGE>
 
     SECTION 3.  AMENDMENT FEE.  In consideration of the execution of this
Agreement by the Agents and the Lenders, the Borrowers hereby agree to pay each
Lender which executes this Agreement on or prior to October 10, 1997 a fee (the
"Amendment Fee") in an amount equal to such Lender's Revolving Loan Commitment
multiplied by 0.05%.

     SECTION 4.  CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT.  This
Agreement shall become effective upon the date (the "Effective Date") each of
the following conditions have been satisfied:

          (a)    Execution and Delivery. BWAY, the Borrowers, the Agents and
each Lender shall have executed and delivered this Agreement.

          (b)    No Defaults.  No Unmatured Event of Default or Event of Default
under the Credit Agreement (as amended hereby) shall have occurred and be
continuing.

          (c)    Representations and Warranties.  The representations and
warranties of BWAY and the Borrowers contained in this Agreement, the Credit
Agreement (as amended hereby) and the other Loan Documents shall be true and
correct in all material respects as of the Effective Date, with the same effect
as though made on such date, except to the extent that any such representation
or warranty expressly refers to an earlier date, in which case such
representation or warranty shall be true and correct in all material respects as
of such earlier date.

          (d)    Payment of Amendment Fee. The Borrowers shall have paid in full
to the Administrative Agent, for ratable distribution to those Lenders that have
signed this Agreement on or prior to October 15, 1997, an amount equal to the
Amendment Fee, and any other separately agreed upon fees.

          (e)    Deliveries.  BWAY shall have duly executed and delivered to the
Agent a certificate of a Responsible Officer of BWAY dated as of the Effective
Date certifying as to the conditions precedent set forth in Sections 4(b) and
(c) of this Agreement.

     SECTION 5.  REPRESENTATIONS AND WARRANTIES.

          (a)    BWAY and each Borrower represents and warrants (i) that it has
full power and authority to enter into this Agreement and perform its
obligations hereunder in accordance with the provisions hereof, (ii) that this
Agreement has been duly authorized, executed and delivered by such party and
(iii) that this Agreement constitutes the legal, valid and binding obligation of
such party, enforceable against such party in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors' rights generally
and by general principles of equity.

          (b)    BWAY and each Borrower represents and warrants that the
following statements are true and correct:

                                      -8-
<PAGE>
 
               (i) The representations and warranties contained in the Credit
          Agreement and each of the other Loan Documents are and will be true
          and correct in all material respects on and as of the Effective Date
          to the same extent as though made on and as of that date, except to
          the extent such representations and warranties expressly refer to an
          earlier date, in which case they were true and correct in all material
          respects on and as of such earlier date.

               (ii) No event has occurred and is continuing or will result from
          the consummation of the transactions contemplated by this Agreement
          that would constitute an Event of Default or an Unmatured Event of
          Default.

               (iii) The execution, delivery and performance of this Agreement
          by each of BWAY and each Borrower do not and will not violate its
          respective certificate or articles of incorporation or by-laws, any
          law, rule, regulation, order, writ, judgment, decree or award
          applicable to it or any contractual provision to which it is a party
          or to which it or any of its property is subject.

               (iv) No authorization or approval or other action by, and no
          notice to or filing or registration with, any governmental authority
          or regulatory body is required in connection with its execution,
          delivery and performance of this Agreement and all agreements,
          documents and instruments executed and delivered pursuant to this
          Agreement.

     SECTION 6.  REFERENCES TO AND EFFECT ON THE CREDIT AGREEMENT.

          (a)    On and after the Effective Date each reference in the Credit
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like
import, and each reference to the Credit Agreement in the Loan Documents and all
other documents (the "Ancillary Documents") delivered in connection with the
Credit Agreement shall mean and be a reference to the Credit Agreement as
amended hereby.

          (b)    Except as specifically amended above, the Credit Agreement, the
Loan Documents and all other Ancillary Documents shall remain in full force and
effect and are hereby ratified and confirmed.

          (c)    The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Lenders or the Agents under the Credit Agreement,
the Loan Documents or the Ancillary Documents.

     SECTION 7.  EXECUTION IN COUNTERPARTS.  This Agreement may be executed in
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument.  Delivery of an executed counterpart of a signature page of
this Agreement by facsimile transmission shall be effective as delivery of a
manually executed counterpart of this Agreement.
              
                                      -9-
<PAGE>
 
     SECTION 8.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE INTERNAL CONFLICTS OF LAWS PROVISIONS THEREOF.

     SECTION 9.  HEADINGS.  Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purposes.

     SECTION 10.  FEES AND EXPENSES.  The Borrowers hereby acknowledge that all
costs, fees and expenses as described in Section 11.4 of the Credit Agreement
incurred by the Administrative Agent and its counsel with respect to this
Agreement and the documents and transactions contemplated hereby shall be for
the account of the Borrowers.

                          [signature pages to follow]
           
                                     -10-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
date above first written.



BWAY CORPORATION                 BROCKWAY STANDARD, INC.


By:___________________________   By:___________________________________________

Name:_________________________   Name:_________________________________________

Title:________________________   Title:________________________________________



MILTON CAN COMPANY, INC.         BROCKWAY STANDARD (OHIO), INC.


By:___________________________   By:___________________________________________

Name:_________________________   Name:_________________________________________

Title:________________________   Title:________________________________________



BROCKWAY STANDARD (NEW JERSEY),  BANKERS TRUST COMPANY, individually and as
INC.                             Administrative Agent, Syndication Agent and
                                 Facing Agent


By:___________________________   By:___________________________________________

Name:_________________________   Name:_________________________________________

Title:________________________   Title:________________________________________


                                 NATIONSBANK, N.A. (SOUTH), individually and as
                                 Documentation Agent and Paying Agent


                                 By:___________________________________________

                                 Name:_________________________________________

                                 Title:________________________________________


                                      S-1
<PAGE>

HARRIS TRUST AND SAVINGS BANK,              SUNTRUST BANK, ATLANTA,
individually and as Co-Agent                individually and as Co-Agent

By:                                         By:
   ------------------------------              -------------------------------

Name:                                       Name:
     ----------------------------                -----------------------------

Title:                                      Title:
      ---------------------------                 ----------------------------


CIBC INC.                                   CORESTATES BANK, N.A.

By:                                         By:
   ------------------------------              -------------------------------

Name:                                       Name:
     ----------------------------                -----------------------------

Title:                                      Title:
      ---------------------------                 ----------------------------


THE BANK OF NEW YORK                        THE BANK OF NOVA SCOTIA

By:                                         By:
   ------------------------------              -------------------------------

Name:                                       Name:
     ----------------------------                -----------------------------

Title:                                      Title:
      ---------------------------                 ----------------------------


BANK OF TOKYO-MITSUBISHI LIMITED,           BAYERISCHE VEREINSBANK AG,
ATLANTA AGENCY                              NEW YORK BRANCH

By:                                         By:
   ------------------------------              -------------------------------

Name:                                       Name:
     ----------------------------                -----------------------------

Title:                                      Title:
      ---------------------------                 ----------------------------


NATIONAL CITY BANK, KENTUCKY                By:
                                               -------------------------------

By:                                         Name:
   ------------------------------                -----------------------------

Name:                                       Title:
      ---------------------------                 ----------------------------

Title:
      ---------------------------


                                      S-2
<PAGE>

PNC BANK, NATIONAL ASSOCIATION       WACHOVIA BANK, N.A.

By:                                  By:
   ---------------------------          ---------------------------

Name:                                Name:
     -------------------------            -------------------------

Title:                               Title:
      ------------------------             ------------------------

                                      S-3