|EXHIBIT 4.p
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| | U.S.
          GUARANTEE AGREEMENT dated as of March 2, 2001, among each of the
          subsidiaries listed on Schedule I hereto (each such subsidiary
          individually, a Guarantor and collectively, the
          Guarantors) of CROWN CORK & SEAL COMPANY, INC., a
          Pennsylvania corporation (CCSC), and THE CHASE MANHATTAN
          BANK, a New York banking corporation (Chase), as
          collateral agent (the Collateral Agent) for the Secured
          Parties (as defined in the Credit Agreement referred to below).
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Reference is
made to the Credit Agreement dated as of February 4, 1997, as amended and
restated as of March 2, 2001 (as amended, supplemented or otherwise
modified from time to time, the Credit Agreement), among
CCSC, certain subsidiaries of CCSC which are borrowers thereunder (together with
CCSC, the Borrowers) the lenders from time to time party
thereto (the Lenders), and Chase, as administrative agent for
the Lenders. Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Credit Agreement.

The Lenders have
agreed to make Loans to the Borrowers, and the Issuing Bank has agreed to issue
Letters of Credit for the account of the Borrowers, pursuant to, and upon the
terms and subject to the conditions specified in, the Credit Agreement. Each of
the Guarantors is a direct or indirect wholly owned Subsidiary of a Borrower and
acknowledges that it will derive substantial benefit from the making of the
Loans by the Lenders, and the issuance of the Letters of Credit by the Issuing
Bank. The obligations of the Lenders to make Loans and of the Issuing Bank to
issue Letters of Credit are conditioned on, among other things, the execution
and delivery by the Guarantors of a Guarantee Agreement in the form hereof. As
consideration therefor and in order to induce the Lenders to make Loans and the
Issuing Bank to issue Letters of Credit, the Guarantors are willing to execute
this Agreement.

Accordingly, the
parties hereto agree as follows:

SECTION 1.
Guarantee. Each Guarantor unconditionally guarantees, jointly with the
other Guarantors and severally, as a primary obligor and not merely as a surety,
(a) the due and punctual payment of (i) the principal of and premium,
if any, and interest (including interest accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding) on the Loans, when and as due,
whether at maturity, by acceleration, upon one or more dates set for prepayment
or otherwise, (ii) each payment required to be made by the Borrowers under
the Credit Agreement in respect of any Letter of Credit, when and as due,
including payments in respect of reimbursement of disbursements, interest
thereon and obligations to provide cash collateral, and (iii) all other
monetary obligations, including fees, costs, expenses and indemnities, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Loan Parties to the Secured Parties under
the Credit Agreement and the other Loan Documents, (b) the due and punctual
performance of all covenants, agreements, obligations and liabilities of the
Loan Parties under or pursuant to the Credit Agreement and the other Loan
Documents, (c) the due and punctual payment and performance of all monies,
obligations and other liabilities of CCSC or any of its Subsidiaries under each
Hedging Agreement existing on the date hereof with any counterparty that was a
Lender or an Affiliate of a Lender on the date hereof and each Hedging Agreement
entered into with a counterparty that was a Lender (or an Affiliate of a Lender)
at the time such Hedging Agreement was entered into and (d) the due and
punctual payment and performance of all monies, obligations and other
liabilities in respect of overdrafts and related liabilities and obligations
arising from treasury, depository and cash management services which are in
existence on the date hereof

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owed by CCSC or any of its Subsidiaries to any entity that was a
Lender or an Affiliate of a Lender on the date hereof and all such obligations
owed by CCSC or any of its Subsidiaries to any entity that was a Lender or an
Affiliate of a Lender at the time such obligation arose (all the monetary and
other obligations referred to in the preceding clauses (a) through
(d) being collectively called the Obligations). Each
Guarantor further agrees that the Obligations may be extended or renewed, in
whole or in part, without notice to or further assent from it, and that it will
remain bound upon its guarantee notwithstanding any extension or renewal of any
Obligation.

SECTION 2.
Obligations Not Waived. To the fullest extent permitted by applicable
law, each Guarantor waives presentment to, demand of payment from and protest to
the Loan Parties of any of the Obligations, and also waives notice of acceptance
of its guarantee and notice of protest for nonpayment. To the fullest extent
permitted by applicable law, the obligations of each Guarantor hereunder shall
not be affected by (a) the failure of the Collateral Agent or any other
Secured Party to assert any claim or demand or to enforce or exercise any right
or remedy against the Loan Parties under the provisions of the Credit Agreement,
any other Loan Document or otherwise, (b) any rescission, waiver, amendment
or modification of, or any release from any of the terms or provisions of, this
Agreement, any other Loan Document, any Guarantee or any other agreement,
including with respect to any other Guarantor under this Agreement, or
(c) the failure to perfect any security interest in or lien on, or the
release of, any of the security held by or on behalf of the Collateral Agent or
any other Secured Party.

SECTION 3.
Security. Each of the Guarantors authorizes the Collateral Agent and each
of the other Secured Parties to (a) take and hold security for the payment
of this Guarantee and the Obligations and exchange, enforce, waive and release
any such security, (b) apply such security and direct the order or manner
of sale thereof as they in their sole discretion may determine and
(c) release or substitute any one or more endorsees, other guarantors of
other obligors.

SECTION 4.
Guarantee of Payment. Each Guarantor further agrees that its guarantee
constitutes a guarantee of payment when due and not of collection, and waives
any right to require that any resort be had by the Collateral Agent or any other
Secured Party to any of the security held for payment of the Obligations or to
any balance of any deposit account or credit on the books of the Collateral
Agent or any other Secured Party in favor of any Borrower or any other Person.

SECTION 5. No
Discharge or Diminishment of Guarantee. The obligations of each Guarantor
hereunder shall not be subject to any reduction, limitation, impairment or
termination for any reason (other than the indefeasible payment in full in cash
of the Obligations), including any claim of waiver, release, surrender,
alteration or compromise of any of the Obligations, and shall not be subject to
any defense or setoff, counterclaim, recoupment or termination whatsoever by
reason of the invalidity, illegality or unenforceability of the Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of
each Guarantor hereunder shall not be discharged or impaired or otherwise
affected by the failure of the Collateral Agent or any other Secured Party to
assert any claim or demand or to enforce any remedy under the Credit Agreement,
any other Loan Document or any other agreement, by any waiver or modification of
any provision of any thereof, by any default, failure or delay, wilful or
otherwise, in the performance of the Obligations, or by any other act or
omission that may or might in any manner or to any extent vary the risk of any
Guarantor or that would otherwise operate as a discharge of each Guarantor as a
matter of law or equity (other than the indefeasible payment in full in cash of
all the Obligations).

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SECTION 6.
Defenses of Borrowers Waived. To the fullest extent permitted by
applicable law, each of the Guarantors waives any defense based on or arising
out of any defense of any Loan Party or the unenforceability of the Obligations
or any part thereof from any cause, or the cessation from any cause of the
liability of any Loan Party, other than the final and indefeasible payment in
full in cash of the Obligations. The Collateral Agent and the other Secured
Parties may, at their election, foreclose on any security held by one or more of
them by one or more judicial or nonjudicial sales, accept an assignment of any
such security in lieu of foreclosure, compromise or adjust any part of the
Obligations, make any other accommodation with any Loan Party or any other
guarantor or exercise any other right or remedy available to them against any
Loan Party or any other guarantor, without affecting or impairing in any way the
liability of any Guarantor hereunder except to the extent the Obligations have
been fully, finally and indefeasibly paid in cash. Pursuant to applicable law,
each of the Guarantors waives any defense arising out of any such election even
though such election operates, pursuant to applicable law, to impair or to
extinguish any right of reimbursement or subrogation or other right or remedy of
such Guarantor against any Loan Party or any other Guarantor or guarantor, as
the case may be, or any security.

SECTION 7.
Agreement to Pay; Subordination. In furtherance of the foregoing and not
in limitation of any other right that the Collateral Agent or any other Secured
Party has at law or in equity against any Guarantor by virtue hereof, upon the
failure of any Loan Party to pay any Obligation when and as the same shall
become due, whether at maturity, by acceleration, after notice of prepayment or
otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to
be paid, to the Collateral Agent or such other Secured Party as designated
thereby in cash the amount of such unpaid Obligations. Upon payment by any
Guarantor of any sums to the Collateral Agent or any Secured Party as provided
above, all rights of such Guarantor against any Loan Party arising as a result
thereof by way of right of subrogation, contribution, reimbursement, indemnity
or otherwise shall in all respects be subordinate and junior in right of payment
to the prior indefeasible payment in full in cash of all the Obligations. In
addition, any indebtedness of any Loan Party now or hereafter held by any
Guarantor is hereby subordinated in right of payment to the prior payment in
full in cash of the Obligations. If any amount shall erroneously be paid to any
Guarantor on account of (i) such subrogation, contribution, reimbursement,
indemnity or similar right or (ii) any such indebtedness of any Loan Party,
such amount shall be held in trust for the benefit of the Secured Parties and
shall forthwith be paid to the Collateral Agent to be credited against the
payment of the Obligations, whether matured or unmatured, in accordance with the
terms of the Loan Documents.

SECTION 8.
Information. Each of the Guarantors assumes all responsibility for being
and keeping itself informed of each other Loan Partys financial condition
and assets, and of all other circumstances bearing upon the risk of nonpayment
of the Obligations and the nature, scope and extent of the risks that such
Guarantor assumes and incurs hereunder, and agrees that none of the Collateral
Agent or the other Secured Parties will have any duty to advise any of the
Guarantors of information known to it or any of them regarding such
circumstances or risks.

SECTION 9.
Representations and Warranties. Each of the Guarantors represents and warrants as to
itself that all representations and warranties relating to it contained in the Credit
Agreement are true and correct.

SECTION 10.
Termination. The Guarantees made hereunder (a) shall terminate when
all the Obligations have been paid in full in cash and the Lenders have no
further commitment to lend under the Credit Agreement, the LC Exposure has been
reduced to zero and the Issuing Bank has no further obligation to issue Letters
of Credit under the Credit Agreement and (b) shall continue to be effective
or be reinstated, as the case may be, if

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at any time payment, or any part thereof, of any Obligation is
rescinded or must otherwise be restored by any Secured Party or any Guarantor
upon the bankruptcy or reorganization of any Borrower, any Guarantor or
otherwise. In connection with the foregoing, the Collateral Agent shall execute
and deliver to such Guarantor or Guarantors designee, at such
Guarantors expense, any documents or instruments which such Guarantor
shall reasonably request from time to time to evidence such termination and
release.

SECTION 11.
Binding Effect; Several Agreement; Assignments. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of the Guarantors that are contained in
this Agreement shall bind and inure to the benefit of each party hereto and
their respective successors and assigns. This Agreement shall become effective
as to any Guarantor when a counterpart hereof executed on behalf of such
Guarantor shall have been delivered to the Collateral Agent, and a counterpart
hereof shall have been executed on behalf of the Collateral Agent, and
thereafter shall be binding upon such Guarantor and the Collateral Agent and
their respective successors and assigns, and shall inure to the benefit of such
Guarantor, the Collateral Agent and the other Secured Parties, and their
respective successors and assigns, except that no Guarantor shall have the right
to assign its rights or obligations hereunder or any interest herein (and any
such attempted assignment shall be void). If all of the Equity Interests of a
Guarantor are sold, transferred or otherwise disposed of pursuant to a
transaction permitted by Section 6.05 of the Credit Agreement that results
in such Guarantor ceasing to be a Subsidiary, or upon the effectiveness of any
written consent pursuant to Section 10.08 of the Credit Agreement to the
release of the guarantee granted by such Guarantor hereby, such Guarantor shall
be released from its obligations under this Agreement without further action. In
connection with such release, the Collateral Agent shall execute and deliver to
such Guarantor, at such Guarantors expense, all documents that such
Guarantor shall reasonably request to evidence such termination or release. Any
execution and delivery of documents pursuant to this Section 11 shall be
without recourse to or warranty by the Collateral Agent. This Agreement shall be
construed as a separate agreement with respect to each Guarantor and may be
amended, modified, supplemented, waived or released with respect to any
Guarantor without the approval of any other Guarantor and without affecting the
obligations of any other Guarantor hereunder.

SECTION 12.
Waivers; Amendment. (a)  No failure or delay of the Collateral
Agent in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Collateral Agent hereunder and of
the other Secured Parties under the other Loan Documents are cumulative and are
not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of this Agreement or consent to any departure by any
Guarantor therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice or demand on any Guarantor in any case shall entitle such Guarantor to
any other or further notice or demand in similar or other circumstances.

(b)  Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to a written agreement entered into between the Guarantors with
respect to which such waiver, amendment or modification relates and the
Collateral Agent, with the prior written consent of the Required Lenders (except
as otherwise provided in the Credit Agreement).

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SECTION 13. Governing
Law. THIS AGREEMENT SHALL BEGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OFTHE
STATE OF NEW YORK.

SECTION 14. Notices. All
communications and notices hereunder shall be in writing and given as provided in Section
10.01 of the Credit Agreement. All communications and notices hereunder to each Guarantor
shall be given to it at its address set forth in Schedule I.

SECTION 15.
Survival of Agreement; Severability. (a)  All covenants,
agreements, representations and warranties made by the Guarantors herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Collateral Agent and the other Secured Parties and
shall survive the making by the Lenders of the Loans and the issuance of the
Letters of Credit by the Issuing Bank regardless of any investigation made by
the Secured Parties or on their behalf, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
other fee or amount payable under this Agreement or any other Loan Document is
outstanding and unpaid or the LC Exposure does not equal zero and as long as the
Commitments have not been terminated.

(b)  In
the event any one or more of the provisions contained in this Agreement or in
any other Loan Document should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby (it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties shall endeavor in good faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

SECTION 16.
Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute an original, but all of which when taken together shall
constitute a single contract (subject to Section 11), and shall become effective
as provided in Section 11. Delivery of an executed signature page to this
Agreement by facsimile transmission shall be as effective as delivery of a
manually executed counterpart of this Agreement. It is understood and agreed
among the parties that this Agreement shall create separate guarantees in favor
of each of the Term Lenders and the Revolving Lenders, and that any
determination by any court with jurisdiction that the guarantee in favor of
either group of Lenders is invalid for any reason shall not in and of itself
invalidate the guarantee with respect to any other beneficiary hereunder.

SECTION 17. Rules of
Interpretation. The rules of interpretation specified in Section 1.03 of the Credit
Agreement shall be applicable to this Agreement.

SECTION 18.
Jurisdiction; Consent to Service of Process. (a)  Each
Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and
any appellate court from any thereof, in any action or proceeding arising out of
or relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the
extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or

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proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Collateral Agent or
any other Secured Party may otherwise have to bring any action or proceeding
relating to this Agreement or the other Loan Documents against any Guarantor or
its properties in the courts of any jurisdiction.

(b) Each
Guarantor hereby irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection that it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or the other Loan Documents in any New York
State or Federal court. Each of the parties hereto hereby irrevocably waives, to
the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

(c) Each party
to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 14. Nothing in this Agreement will affect
the right of any party to this Agreement to serve process in any other manner
permitted by law.

SECTION 19.
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19.

SECTION 20.
Additional Guarantors. Pursuant to Section 5.11 of the Credit
Agreement, each Domestic Subsidiary that was not in existence on the date of the
Credit Agreement is required to enter into this Agreement as a Guarantor upon
becoming a Domestic Subsidiary. Upon execution and delivery after the date
hereof by the Collateral Agent and such a Domestic Subsidiary of an instrument
in the form of Annex 1, such Domestic Subsidiary shall become a Guarantor
hereunder with the same force and effect as if originally named as a Guarantor
herein. The execution and delivery of any instrument adding an additional
Guarantor as a party to this Agreement shall not require the consent of any
other Guarantor hereunder. The rights and obligations of each Guarantor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Guarantor as a party to this Agreement.

SECTION 21.
Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Secured Party is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other Indebtedness at any time owing by such Secured Party to or for
the credit or the account of any Guarantor against any or all the obligations of
such Guarantor now or hereafter existing under this Agreement and the other Loan
Documents held by such Secured Party, irrespective of whether or not such
Secured Party shall have made any demand under this Agreement or any other Loan
Document and although such obligations may be unmeasured. The rights of each
Secured

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Party under this Section 21 are in addition to other rights
and remedies (including other rights of setoff) which such Secured Party may
have.

IN WITNESS
WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.

| |                                                       |                                                                       
| | ----------------------------------------------------- | ----------------------------------------------------------------------
| | EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,
| | by                                                    | /s/ Michael B. BurnsName: Michael B. Burns
Title:   Authorized Officer
| |                                                       |                                                                       

| |                                                |                                                                         
| | ---------------------------------------------- | ------------------------------------------------------------------------
| | THE CHASE MANHATTAN BANK, as Collateral Agent,
| | by                                             | /s/ Thomas H. KozlarkName: Thomas H. Kozlark
Title: Authorized Signatory
| |                                                |                                                                         

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