<PAGE>   1
                                                                     EXHIBIT 4.2


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                          AMERICAN CLASSIC VOYAGES CO.

                                       TO


                              THE BANK OF NEW YORK
                                     TRUSTEE



                         ------------------------------

                    JUNIOR CONVERTIBLE SUBORDINATED INDENTURE

                            DATED AS OF
                                        -------------

                         ------------------------------

                    % CONVERTIBLE SUBORDINATED DEBENTURES DUE

                         ---------------------, --------


============-===================================================================
<PAGE>   2
                            AMERICAN CLASSIC VOYAGES

                 CERTAIN SECTIONS OF THIS INDENTURE RELATING TO
                   SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE
                          TRUST INDENTURE ACT OF 1939:
TRUST INDENTURE
       ACT SECTION                                             INDENTURE SECTION

Section 310 (a)(1)  ...........................................      6.9
            (a)(2).............................................      6.9
            (a)(3).............................................  Not Applicable
            (a)(4)  ...........................................  Not Applicable
            (b)................................................      6.8; 6.10
Section 311 (a)................................................      6.13
            (b)................................................      6.13
Section 312 (a)................................................       7.1; 7.2
            (b)................................................       7.2
            (c)................................................       7.2
Section 313 (a)................................................       7.3
            (b)................................................       7.3
            (c)................................................       7.3
            (d)................................................       7.3
Section 314 (a)................................................       7.4
            (a)(4).............................................    1.4; 10.4
            (b)................................................  Not Applicable
            (c)(1).............................................       1.1
            (c)(2).............................................     1.1; 1.2
            (c)(3).............................................  Not Applicable
            (d)................................................  Not Applicable
            (e)................................................       1.2
Section 315 (a)................................................       6.1
            (b)................................................       6.2
            (c)................................................       6.1
            (d)................................................       6.1
            (e)................................................      5.14
Section 316 (a)................................................       1.1
            (a)(1)(A)..........................................    5.2; 5.12
            (a)(1)(B)..........................................      5.13
            (a)(2).............................................  Not Applicable
            (b)................................................       5.8
            (c)................................................       1.4
Section 317 (a)(1).............................................       5.3
            (a)(2).............................................       5.4
            (b)................................................      10.3
Section 318 (a)................................................       1.7

--------------------
NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

<PAGE>   3
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
ARTICLE I
<S>                                                                                                              <C>
         DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..................................................1
         SECTION 1.1     Definitions..............................................................................1
         SECTION 1.2     Compliance Certificates and Opinions....................................................12
         SECTION 1.3     Form of Documents Delivered to Trustee..................................................13
         SECTION 1.4     Acts of Holders; Record Dates...........................................................14
         SECTION 1.5     Notices, Etc., to Trustee and Company...................................................15
         SECTION 1.6     Notice to Holders; Waiver...............................................................15
         SECTION 1.7     Conflict with Trust Indenture Act.......................................................16
         SECTION 1.8     Effect of Headings and Table of Contents................................................16
         SECTION 1.9     Successors and Assigns..................................................................16
         SECTION 1.10    Separability Clause.....................................................................16

SECTION 1.11     Benefits of Indenture...........................................................................16
         SECTION 1.12    Governing Law...........................................................................16
         SECTION 1.13    Legal Holidays..........................................................................17
         SECTION 1.14    Language of Notices, Etc................................................................17
         SECTION 1.15    Incorporators, Stockholders, Officers and Directors of the
                          Company Exempt from Individual Liability...............................................17
ARTICLE II

         DEBENTURE FORMS.........................................................................................17
         SECTION 2.1     Form of Debenture.......................................................................17

ARTICLE III

          GENERAL TERMS AND CONDITIONS OF THE DEBENTURES.........................................................18
         SECTION  3.1    Designation, Title and Terms............................................................18
         SECTION 3.2     Denominations...........................................................................18
         SECTION 3.3     Execution, Authentication, Delivery and Dating..........................................19
         SECTION 3.4     Temporary Debentures....................................................................19
         SECTION 3.5     Registration, Registration of Transfer and Exchange.....................................20
         SECTION 3.6     Mutilated, Destroyed, Lost and Stolen Debentures........................................22
         SECTION 3.7     Payment of Interest; Interest Rights Preserved..........................................23
         SECTION 3.8     Persons Deemed Owners...................................................................24
         SECTION 3.9     Cancellation............................................................................25
         SECTION 3.10    Computation of Interest.................................................................25
         SECTION 3.11    CUSIP Numbers...........................................................................25
         SECTION  3.12   Extension of Interest Payment Period....................................................26
         SECTION  3.13   Additional Sums.........................................................................26

ARTICLE IV

         SATISFACTION AND DISCHARGE..............................................................................26
         SECTION 4.1     Satisfaction and Discharge of Indenture.................................................26
         SECTION 4.2     Application of Trust Money..............................................................28
</TABLE>

<PAGE>   4
<TABLE>
<S>                                                                                                             <C>
ARTICLE V    REMEDIES............................................................................................28
         SECTION 5.1     Events of Default.......................................................................28
         SECTION 5.2     Acceleration of Maturity; Rescission and Annulment......................................29
         SECTION 5.3     Collection of Indebtedness and Suits for Enforcement by Trustee.........................30
         SECTION 5.4     Trustee May File Proofs of Claim........................................................31
         SECTION 5.5     Trustee May Enforce Claims Without Possession of Debentures.............................31
         SECTION 5.6     Application of Money Collected..........................................................32
         SECTION 5.7     Limitation on Suits.....................................................................32
         SECTION 5.8     Unconditional Right of Holders to Receive Principal, Premium and
                          Interest...............................................................................33
         SECTION 5.9     Restoration of Rights and Remedies......................................................33
         SECTION 5.10    Rights and Remedies Cumulative..........................................................33
         SECTION 5.11    Delay or Omission Not Waiver............................................................33
         SECTION 5.12    Control by Holders......................................................................34
         SECTION 5.13    Waiver of Past Defaults.................................................................34
         SECTION 5.14    Undertaking for Costs...................................................................35
         SECTION 5.15    Waiver of Usury, Stay or Extension Laws.................................................35

ARTICLE VI   THE TRUSTEE.........................................................................................35
         SECTION 6.1     Certain Duties and Responsibilities.....................................................35
         SECTION 6.2     Notice of Defaults......................................................................36
         SECTION 6.3     Certain Rights of Trustee...............................................................36
         SECTION 6.4     Not Responsible for Recitals or Issuance of Debentures..................................37
         SECTION 6.5     May Hold Debentures.....................................................................37
         SECTION 6.6     Money Held in Trust.....................................................................38
         SECTION 6.7     Compensation and Reimbursement..........................................................38
         SECTION 6.8     Disqualification; Conflicting Interests.................................................39
         SECTION 6.9     Corporate Trustee Required; Eligibility.................................................39
         SECTION 6.10    Resignation and Removal; Appointment of Successor.......................................39
         SECTION 6.11    Acceptance of Appointment by Successor..................................................40
         SECTION 6.12    Merger, Conversion, Consolidation or Succession to Business.............................41
         SECTION 6.13    Preferential Collection of Claims Against Company.......................................41
         SECTION 6.14    Appointment of Authenticating Agent.....................................................42

ARTICLE VII  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY...................................................44
         SECTION 7.1     Company to Furnish Trustee Names and Addresses of Holders...............................44
         SECTION 7.2     Preservation of Information; Communications to Holders..................................44
         SECTION 7.3     Reports by Trustee......................................................................44
         SECTION 7.4     Reports by Company......................................................................45

ARTICLE VIII.....................................................................................................45

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.............................................................45
         SECTION 8.1     Company May Consolidate, Etc, Only on Certain Terms.....................................45
</TABLE>

<PAGE>   5
<TABLE>
<S>                                                                                                             <C>
         SECTION 8.2     ........................................................................................46
         Successor Substituted...................................................................................46

ARTICLE IX    SUPPLEMENTAL INDENTURES ...........................................................................46
         SECTION 9.1     Supplemental Indentures Without Consent of Holders......................................46
         SECTION 9.2     Supplemental Indentures with Consent of Holders.........................................47
         SECTION 9.3     Execution of Supplemental Indentures....................................................48
         SECTION 9.4     Effect of Supplemental Indentures.......................................................48
         SECTION 9.5     Conformity with Trust Indenture Act.....................................................48
         SECTION 9.6     Reference in Debentures to Supplemental Indentures......................................48

ARTICLE X     COVENANTS .........................................................................................49
         SECTION 10.1    Payment of Principal, Premium and Interest..............................................49

                  SECTION 10.2    Maintenance of Office or Agency................................................49
         SECTION 10.3    Money for Debentures Payments to Be Held in Trust.......................................49
         SECTION 10.4    Statement by Officers as to Default.....................................................51
         SECTION 10.5    Existence...............................................................................51
         SECTION 10.6    Waiver of Certain Covenants.............................................................51
         SECTION 10.7    Limitation of Transactions..............................................................51
         SECTION 10.8    Covenants As To Trust...................................................................52
         SECTION 10.9    Certain Conversions Deemed Payment......................................................53

ARTICLE XI    REDEMPTION OF SECURITIES...........................................................................53
         SECTION 11.1    Election to Redeem; Notice to Trustee...................................................53
         SECTION 11.2    Selection by Trustee of Debentures to Be Redeemed.......................................53
         SECTION 11.3    Notice of Redemption....................................................................54
         SECTION 11.4    Deposit of Redemption Price.............................................................54
         SECTION 11.5    Debentures Payable on Redemption Date...................................................55
         SECTION 11.6    Debentures Redeemed in Part.............................................................55
         SECTION 11.7    Optional  Redemption....................................................................55
         SECTION 11.8    Redemption upon Occurrence of Trust Tax Event...........................................56
         SECTION 11.9    Exchange of Trust Securities for Debentures.............................................56
         SECTION 11.10   Interest on Converted Debentures........................................................57

ARTICLE XII   CONVERSION OF DEBENTURES...........................................................................57
         SECTION 12.1    Conversion Rights.......................................................................57
         SECTION 12.2    Conversion Procedures...................................................................58
         SECTION 12.3    Expiration of Conversion Rights.........................................................59
         SECTION 12.4    Conversion Price Adjustments............................................................60
         SECTION 12.5    Fundamental Change......................................................................64
         SECTION 12.6    Notice of Adjustments of Conversion Price...............................................65
         SECTION 12.7    Prior Notice of Certain Events..........................................................66
         SECTION 12.8    Dividend Reinvestment and Other Plans...................................................67
         SECTION 12.9    Certain Additional Rights...............................................................67
         SECTION 12.10   Reservation of Common Stock; Taxes......................................................68
</TABLE>

<PAGE>   6
<TABLE>
<S>                                                                                                             <C>
         SECTION  12.11  Trustee Not Responsible for Determining Conversion Price
                          or Adjustments.........................................................................69

ARTICLE XIII ....................................................................................................69

         SUBORDINATION OF DEBENTURES.............................................................................69
         SECTION 13.1    Agreement to Subordinate................................................................69
         SECTION 13.2    Distribution on Dissolution, Liquidation and Reorganization;
                          Subrogation of Debentures..............................................................69
         SECTION 13.3    No Payment on Debentures in Event of Default on Senior Debt.............................71
         SECTION 13.4    Payments on Debentures Permitted........................................................71
         SECTION 13.5    Authorization of Holders of Debentures to Trustee to Effect.............................72
         SECTION 13.6    Notices to Trustee......................................................................72
         SECTION 13.7    Trustee as Holder of Senior Debt........................................................73
         SECTION 13.8    Modification of Terms of Senior Debt....................................................73
</TABLE>



<PAGE>   7

         JUNIOR CONVERTIBLE SUBORDINATED INDENTURE dated as of ________, ____,
between AMERICAN CLASSIC VOYAGES CO., a corporation duly organized and existing
under the laws of Delaware (the "Company"), having its principal office at Two
North Riverside Plaza, Chicago, Illinois 60606, and THE BANK OF NEW YORK, a New
York banking corporation, as Trustee (the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its % Convertible Subordinated
Debentures (the "Debentures") of substantially the tenor hereinafter provided
which evidence loans made to the Company of the proceeds from the issuance by
AMCV Capital Trust I, a Delaware business trust (the "Trust"), of preferred
trust interests in the Trust (the "Preferred Securities") and common interests
in the Trust (the "Common Securities"), and to provide the terms and conditions
upon which the Debentures are to be authenticated, issued and delivered.

         All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

         This Indenture is subject to the provisions of the Trust Indenture Act
that are required to be a part of this Indenture and, to the extent applicable,
shall be governed by such provisions.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Debentures by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Debentures, as follows:

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1     Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

                 (a) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the singular;

                 (b) all other terms used herein which are defined in the Trust
Indenture Act, either directly, or by reference therein, have the meanings
assigned to them therein;

                 (c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles, and,


<PAGE>   8

except as otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted in the
United States at the date of such computation;

                 (d) the words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision; and

                 (e) the words "Article" and "Section" refer to an Article and
Section, respectively, of this Indenture.

         "Act", when used with respect to any Holder, has the meaning specified
in Section 1.4.

         "Additional Interest" means the interest, if any, that shall accrue on
any interest on the Debentures that is in arrears for one or more quarterly
interest payment periods or not paid during any Extension Period, which in
either case shall accrue at the stated rate per annum specified or determined as
specified in such Debenture and compounded quarterly.

         "Additional Sums" means, with respect to the Trust Securities, the
additional amounts as may be necessary in order that the amount of Distributions
then due and payable by the Trust on the outstanding Trust Preferred Securities
and Trust Common Securities shall not be reduced as a result of any additional
taxes, duties and governmental charges to which the Trust has become subject.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Applicable Price" means (i) in the case of a Non-Stock Fundamental
Change in which the holders of the Common Stock receive only cash, the amount of
cash received by the holder of one share of Common Stock and (ii) in the event
of any other Non-Stock Fundamental Change or any Stock Fundamental Change, the
average of the Closing Prices for the Common Stock during the 10 Trading Days
prior to and including the record date for the determination of the holders of
Common Stock entitled to receive such securities, cash, or other property in
connection with such Non-Stock Fundamental Change or Stock Fundamental Change
or, if there is no such record date, the date upon which the holders of the
Common Stock shall have the right to receive such securities, cash, or other
property (such record date or distribution date being referred to as the
"Entitlement Date"), in each case as adjusted in good faith by the Company to
appropriately reflect any of the events referred to in Section 12.4.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Debentures.


<PAGE>   9

         "Authorized Newspaper" means a newspaper, in the English language or in
an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in the place in connection with which the term is
used or in the financial community of such place.

         "Bankruptcy Law," means Title 11, U.S. Code, or any similar federal or
state law for the relief of debtors.

         "Board of Directors" means the board of directors of the Company, or
the executive or any other committee of that board duly authorized to act in
respect thereof.

         "Board Resolution" means a copy of a resolution certified by the
Corporate Secretary or an Assistant Secretary of the Company, the principal
financial officer of the Company or any other authorized officer of the Company
or a person duly authorized by any of them, to have been duly adopted by the
Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

         "Business Day", when used with respect to any Place of Payment or other
location, means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment or other
location are authorized or obligated by law, executive order or regulation to
close.

         "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations, rights in or other equivalents (however designated)
of such Person's capital stock, and any rights (other than debt securities
convertible into capital stock), warrants or options exchangeable for or
convertible into such capital stock.

         "Change in 1940 Act Law" means, as a result of the occurrence on or
after the date of the original issuance of the Trust Preferred Securities of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority, the Trust is or will be considered an "investment company" which is
required to be registered under the 1940 Act.

         "Closing Price" means, with respect to any shares of Capital Stock, on
any day the reported last sale price on such day or, in case no sale takes place
on such day, the average of the reported closing bid and asked prices in each
case on the New York Stock Exchange Composite Tape or, if the Capital Stock is
not then traded on the New York Stock Exchange, on the principal national
securities exchange or quotation system on which such Capital Stock is listed or
admitted to trading or quoted or, if not listed or admitted to trading on any
national securities exchange or quotation system, the average of the closing bid
and asked prices of such Capital Stock in the over-the-counter market on the day
in question as reported by the National Quotation Bureau Incorporated, or a
similar generally accepted reporting service, or, if not so available in such
manner, as furnished by the National Association of Securities Dealers member
firm selected from time to time by the Board of Directors for that purpose or,
if not so available in


<PAGE>   10


such manner, as otherwise determined in good faith by the Board of Directors.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "Common Stock" includes any stock of any class of Capital Stock of any
Person which has no preference in respect of dividends or of amounts payable in
the event of any voluntary or involuntary liquidation, dissolution or winding-up
of such Person and which is not subject to redemption by such Person. However,
subject to the provisions of Section 12.4, shares issuable on conversion of
Debentures shall include only shares of the class designated as Common Stock of
the Company at the date of this instrument or shares of any class or classes
resulting from any reclassification or reclassifications thereof and which have
no preference in respect of the payment of dividends or of amounts payable in
the event of any voluntary or involuntary liquidation, dissolution or winding-up
of the Company and which are not subject to redemption by the Company; provided,
that if at any time there shall be more than one such resulting class, the
shares of each such class then so issuable shall be substantially in the
proportion which the total number of shares of such class resulting from all
such reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Chief
Executive Officer, its President, any of its Vice Presidents or any other
authorized officer of the Company or a person duly authorized by any of them,
and delivered to the Trustee.

         "Conversion Agent" has the meaning specified in Section 12.2(a).

         "Conversion Date" has the meaning specified in Section 12.2(a).

         "Conversion Expiration Date" has the meaning specified in Section 12.3.

         "Conversion Price" has the meaning specified in Section 12.1.

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which at the date hereof is ____________________, New York, New
York _______.

         "Corporation" includes corporations, associations, partnerships,
limited liability companies, joint-stock companies and business trusts.


<PAGE>   11

         "Current Market Price" means the average of the last reported sale
price, regular way, for the 10 Trading Days (as defined herein) ending on the
date of determination, or, if no sale takes place on any such day, the average
of the reported closing bid and asked prices on such day(s), regular way, in
either case as reported on New York Stock Exchange Composite Tape, or, if such
Common Stock is not listed or admitted to trading on New York Stock Exchange
Composite Tape on any such day, on the principal national securities exchange or
quotation system on which such Common Stock is listed or admitted to trading,
or, if not listed or admitted to trading or quoted on any national securities
exchange or quotation system, the average closing bid and asked prices of such
Common Stock in the over-the-counter market for the 10 Trading Days in question
as reported by the National Quotation Bureau Incorporated, or a similar
generally accepted reporting service, or, if not so available in such manner, as
furnished by any member firm of the National Association of Securities Dealers,
Inc. selected from time to time by the Board of Directors of the Company for
that purpose or, if not so available in such manner, as otherwise determined in
good faith by the Board of Directors of the Company. As used herein, the term
"Trading Day" shall mean a day on which the principal national securities
exchange on which the Common Stock is listed or admitted to trading is open for
the transaction of business or, if the Common Stock is not listed or admitted to
trading on any national securities exchange, a Business Day.

         "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

         "Debentures" means the Company's _____% Subordinated Convertible
Debentures due ______.

         "Debt" means any obligation created or assumed by any Person for the
repayment of money borrowed and any purchase money obligation created or assumed
by such Person.

         "Declaration" means the Amended and Restated Declaration of Trust of
the Trust, dated as of ______________, as the same may be modified, amended or
supplemented in accordance with the applicable provisions thereof, including all
exhibits thereto, including, for all purposes of the Declaration, any such
modification, amendment or supplement, and the provisions of the Trust Indenture
Act that are deemed to be a part of and govern the Declaration.

         "Default" means, with respect to the Debentures, any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Debentures .

         "Defaulted Interest" has the meaning specified in Section 3.7.

         "Definitive Debenture" means a Debenture other than a Global Debenture
or a temporary Debenture.

         "Depositary" means, with respect to Debentures issuable in whole or in
part in the form of one or more Global Debentures, a clearing agency registered
under the Exchange Act that is designated to act as Depositary for such
Debentures, until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter shall mean or

<PAGE>   12


include each Person which is then a Depositary hereunder, and if at any time
there is more than one such Person, shall be a collective reference to such
Persons.

         "Dollar" or "$" means the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts.

         "Entitlement Date" has the meaning specified in the definition of
"Applicable Price."

         "Event of Default" has the meaning specified in Section 5.1.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any statute successor thereto.

         "Expiration Time" has the meaning set forth in Section 12.4.

         "Extension Period" has the meaning set forth in the form of Debenture
attached as Exhibit A hereto.

         "Fundamental Change" means the occurrence of any Transaction or event
in connection with a plan pursuant to which all or substantially all of the
Common Stock shall be exchanged for, converted into, acquired for, or constitute
solely the right to receive securities, cash, or other property (whether by
means of an exchange offer, liquidation, tender offer, consolidation, merger,
continuance, combination, reclassification, recapitalization, holding Company
reorganization pursuant to Section 251(g) of the Delaware General Corporation
Law or otherwise), provided that, in the case of a plan involving more than one
such Transaction or event, for purposes of adjustment of the Conversion Price,
such Fundamental Change shall be deemed to have occurred when substantially all
of the Common Stock shall be exchanged for, converted into, or acquired for or
constitute solely the right to receive securities, cash, or other property, but
the adjustment shall be based upon the consideration that a holder of Common
Stock received in such Transaction or event as a result of which more than 50%
of the Common Stock shall have been exchanged for, converted into, or acquired
for or constitute solely the right to receive securities, cash, or other
property.

         "Global Debenture" means a Debenture in global form that evidences all
or part of the Debentures and is authenticated and delivered to, and registered
in the name of, the Depositary for such Debentures or a nominee thereof.

         "Holder" means a Person in whose name a Debenture is registered in the
Security Register.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument, and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.



<PAGE>   13

         "Interest Payment Date", when used with respect to any Debenture, means
the Stated Maturity of an installment of interest on such Debenture.

         "Lien" means any mortgage, pledge, security interest, charge, lien or
other encumbrance of any kind, whether or not filed, recorded or perfected under
applicable law.

         "Liquidation Amount" means an amount with respect to the assets of the
Trust equal to $__ per Trust Security.

         "Maturity", when used with respect to any Debenture, means the date on
which the principal of such Debenture or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "1940 Act" means the Investment Company Act of 1940, as amended from
time to time, or any successor legislation.

         "Non-Stock Fundamental Change" means any Fundamental Change other than
a Stock Fundamental Change.

         "Notice of Conversion" means the notice given (i) by a Holder of
Debentures to the Conversion Agent directing the Conversion Agent to convert
such Debentures into Common Stock on behalf of such Holder or (ii) by a holder
of Trust Preferred Securities to the Conversion Agent under the Declaration
directing such Conversion Agent to exchange such Trust Preferred Securities for
Debentures and to convert such Debentures into Common Stock on behalf of such
holder.

         "Notice of Default" means a written notice of the kind specified in
Section 5.1(c).

         "Officer's Certificate" means a certificate signed by the Chairman of
the Board, the Chief Executive Officer, the President, any Vice President or any
other authorized officer of the Company or a person duly authorized by any of
them, and delivered to the Trustee. The officer signing an Officer's Certificate
given pursuant to Section 10.4 shall be the principal executive, financial or
accounting officer of the Company.

         "Opinion of Counsel" means a written opinion of legal counsel, who may
be an employee of or counsel for the Company and who shall be reasonably
acceptable to the Trustee.

         "Outstanding", when used with respect to Debentures, means, as of the
date of determination, all Debentures theretofore authenticated and delivered
under this Indenture, except:

                 (a)  Debentures theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;


<PAGE>   14

                 (b)  Debentures for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the Holders
of such Debentures; provided, however, that, if such Debentures are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made;

                 (c)  Debentures which have been paid pursuant to Section 3.6 or
in exchange for or in lieu of which other Debentures have been authenticated and
delivered pursuant to this Indenture, other than any such Debentures in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such Debentures are held by a bona fide purchaser in whose hands such
Debentures are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Debentures have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Debentures owned
by the Company or any other obligor upon the Debentures or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Debentures which the Trustee knows to be so owned shall
be so disregarded. Debentures so owned as described in the preceding sentence
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Debentures and that the pledgee is not the Company or
any other obligor upon the Debentures or any Affiliate of the Company or of such
other obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on the Debentures on behalf of the
Company.

         "Person" means any individual, corporation, partnership, joint venture,
limited liability company, association, joint-stock company, trust, other
entity, unincorporated organization or government or any agency or political
subdivision thereof.

         "Place of Payment", when used with respect to the Debentures, means the
office or agency of the Company in The City of New York and such other place or
places where, subject to the provisions of Section 10.2, the principal of and
any premium and interest on the Debentures are payable.

         "Predecessor Debenture" of any particular Debenture means every
previous Debenture evidencing all or a portion of the same debt as that
evidenced by such particular Debenture; and, for the purposes of this
definition, any Debenture authenticated and delivered under Section 3.6 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Debenture
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Debenture.

         "Property Trustee" means the property trustee of the Trust appointed
pursuant to Section 6.3 of the Declaration.


<PAGE>   15


         "Purchased Shares" has the meaning specified in Section 12.4(e).

         "Purchaser Stock Price" means, with respect to any Stock Fundamental
Change the average of the Closing Prices for the Common Stock received in such
Stock Fundamental Change for the 10 consecutive Trading Days prior to and
including the Entitlement Date, as adjusted in good faith by the Company to
appropriately reflect any of the events referred to in Section 12.4.

         "Redemption Date", when used with respect to any Debenture to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "Redemption Price", when used with respect to any Debenture to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "Reference Date" has the meaning specified in Section 12.4.

         "Reference Market Price" initially means $_____ (which is an amount
equal to ______% of the last reported sale price for the Common Stock on The
Nasdaq National Market on ______________), and in the event of any adjustment of
the Conversion Price other than as a result of a Non-Stock Fundamental Change,
the Reference Market Price shall also be adjusted so that the ratio of the
Reference Market Price to the Conversion Price after giving effect to any such
adjustment shall always be the same as the ratio of the initial Reference Market
Price to the initial Conversion Price of the Debentures.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Debentures means ________________.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5.

         "Senior Debt" means any Debt of the Company, except for such Debt that
is by its terms subordinated to or pari passu with the Debentures.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.7.

         "Stated Maturity", when used with respect to any Debenture or any
installment of principal thereof or interest thereon, means the date specified
in such Debenture as the fixed date on which the principal of such Debenture or
such installment of principal or interest is due and payable.

         "Stock Fundamental Change" means either (i) any Fundamental Change that
is a holding company reorganization (whether effected in accordance with Section
251(g) of the Delaware General Corporation Law or otherwise) provided that
immediately after such Fundamental Change the Common Stock of the holding
company in such Transaction is admitted for listing on a national securities
exchange or for quotation on the Nasdaq National Market or (ii) any


<PAGE>   16


Fundamental Change in which more than 50% of the value (as determined in good
faith by the Board of Directors in a Board Resolution) of the consideration
received by holders of Common Stock consists of Common Stock that for each of
the 10 consecutive Trading Days prior to the Entitlement Date has been admitted
for listing or admitted for listing subject to notice of issuance on a national
securities exchange or quoted on the Nasdaq National Market; provided, however,
that a Fundamental Change that is not a holding company reorganization described
in clause (i) above shall not be a Stock Fundamental Change if either (a) the
Company continues to exist after the occurrence of such Fundamental Change and
the outstanding Trust Preferred Securities continue to exist as outstanding
Trust Preferred Securities or (b) not later than the occurrence of such
Fundamental Change, the outstanding Trust Preferred Securities are converted
into or exchanged for shares of convertible Preferred Stock of an entity
succeeding to the business of the Company or a subsidiary thereof, which
convertible Preferred Stock has powers, preferences, and relative,
participating, optional, or other rights, and qualifications, limitations, and
restrictions, substantially similar to those of the Trust Preferred Securities.

         "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

         "Tax Action" means (a) an amendment to, change in or announced proposed
change in the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, (b) a judicial
decision interpreting, applying or clarifying such laws or regulations, (c) an
administrative pronouncement or action that represents an official position
(including a clarification of an official position) of the governmental
authority or regulatory body making such administrative pronouncement or taking
such action, or (d) a threatened challenge asserted in connection with an audit
of the Company or any of its subsidiaries, or the Trust, or a threatened
challenge asserted in writing against any other taxpayer that has raised capital
through the issuance of securities that are substantially similar to the
Debentures, or the Trust Preferred Securities, which amendment or change is
adopted or which decision, pronouncement or proposed change is announced or
which action, clarification or challenge occurs on or after the date of the
prospectus related to the issuance of the Trust Preferred Securities.

         "Trading Day" means a Monday, Tuesday, Wednesday, Thursday and Friday,
other than any day on which securities are not traded on the applicable
securities exchange in the applicable securities market.

         "Transaction" has the meaning specified in Section 12.5.

         "Trust" means AMCV Capital Trust I, a Delaware business trust and an
Affiliate of the Company and any successor to such trust in accordance with the
Declaration.

         "Trust Common Security" means the common securities representing
undivided subordinated beneficial ownership interests in the assets of the Trust
with a Liquidation Amount

<PAGE>   17


of $__ per Trust Common Security, issued by the Trust.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed, except as otherwise
provided in Section 9.5, provided, however, that if the Trust Indenture Act of
1939 is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

         "Trust Investment Company Event" means that the Company shall have
requested and received and shall have delivered to the Property Trustee an
Opinion of Counsel (as defined in the Declaration) from a firm having a national
tax and securities practice and that is experienced in 1940 Act matters (which
Opinion of Counsel shall not have been rescinded by such law firm) to the effect
that as a result of a Change in 1940 Act Law, there is more than an
insubstantial risk that the Trust is or, within 90 days after such date, will be
considered an "investment company" which is required to be registered under the
1940 Act.

         "Trust Preferred Securities" means the preferred undivided beneficial
ownership interests in the assets of the Trust with a Liquidation Amount of $__
per Trust Preferred Security, issued by the Trust.

         "Trust Securities" means the Trust Common Securities and the Trust
Preferred Securities.

         "Trust Special Event" means a Trust Tax Event or a Trust Investment
Company Event.

         "Trust Tax Event" means that the Company shall have requested and
received and shall have delivered to the Property Trustee an Opinion of Counsel
(as defined in the Declaration) from a firm having a national tax and securities
practice (which Opinion of Counsel shall not have been rescinded by such law
firm) that there has been a Tax Action which relates to any of the items
described in (i) through (iii) below, and that there is more than an
insubstantial risk that (i) the Trust is or, within 90 days after such date,
will be subject to United States federal income tax with respect to income
accrued or received on the Debentures, (ii) the Trust is or, within 90 days
after such date, will be subject to more than a de minimis amount of other
taxes, duties, assessments or other governmental charges or (iii) interest
payable by the Company on the Debentures is not or, within 90 days after such
date, will not be deductible by the Company for United States federal income tax
purposes.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder.

         "U.S. Government Obligations" means securities which are (i) direct
obligations of the United States for the payment of which its full faith and
credit is pledged, or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by


<PAGE>   18


the United States, each of which are not callable or redeemable at the option of
the issuer thereof.

         "Underwriters" with respect to the Trust Preferred Securities, means

--------------------------------------------------------------------------------

         "Underwriting Agreement" means the underwriting agreement dated as of
___________ between the Company and the Underwriters.

         "Vice President", when used with respect to the Company or Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

SECTION 1.2     Compliance Certificates and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates or opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officer's Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 10.4) shall include:

                 (a) a statement that each individual signing such certificate
or opinion has read such covenant or condition and the definitions herein
relating thereto;

                 (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

                 (c) a statement that, in the opinion of each such individual,
he has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

                 (d) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

SECTION 1.3     Form of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.


<PAGE>   19

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 1.4     Acts of Holders; Record Dates.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed (either physically or by means of a facsimile
or an electronic transmission, provided that such electronic transmission is
transmitted through the facilities of a Depositary) by such Holders in person or
by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered (either physically or by means of a facsimile or an electronic
transmission, provided that such electronic transmission is transmitted through
the facilities of a Depositary) to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 3.15 of the
Trust Indenture Act) conclusive in favor of the Trustee and the Company, if made
in the manner provided in this Section.

         The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.


<PAGE>   20

         The ownership, principal amount and serial numbers of Debentures held
by any Person, and the date of commencement of such Person's holding the same,
shall be proved by the Security Register.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action to the Holder of any Debenture shall bind every future Holder of
the same Debenture and the Holder of every Debenture issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Debenture.

         Without limiting the foregoing, a Holder entitled hereunder to give or
take any action hereunder with regard to any particular Debenture may do so with
regard to all or any part of the principal amount of such Debenture or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any different part of such principal amount.

         The Company may set any day as the record date for the purpose of
determining the Holders of Outstanding Debentures entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given or taken by Holders
of Debentures, but the Company shall have no obligation to do so. With regard to
any record date set pursuant to this paragraph, the Holders of Outstanding
Debentures on such record date (or their duly appointed agents), and only such
Persons, shall be entitled to give or take the relevant action, whether or not
such Holders remain Holders after such record date.

SECTION 1.5     Notices, Etc., to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

                 (a) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trustee Administration Department, or

                 (b) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company
addressed to it at Two North Riverside Plaza, Chicago, Illinois 60606, to the
attention of the Corporate Secretary, or at any other address previously
furnished in writing to the Trustee by the Company.

SECTION 1.6     Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class


<PAGE>   21


postage prepaid (if international mail, by air mail), to each Holder affected by
such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Any notice mailed to a Holder in the
manner herein prescribed shall be conclusively deemed to have been received by
such Holder, whether or not such Holder actually receives such notice.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

SECTION 1.7     Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or excluded, as the case may be.

SECTION 1.8     Effect of Headings and Table of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 1.9     Successors and Assigns.

         All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

SECTION 1.10     Separability Clause.

         In case any provision in this Indenture or in the Debentures shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.11     Benefits of Indenture.

         Nothing in this Indenture or in the Debentures, express or implied,
shall give to any


<PAGE>   22

Person, other than the parties hereto and their successors hereunder, and the
Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.

SECTION 1.12     Governing Law.

         This Indenture and the Debentures shall be governed by and construed in
accordance with the law of the State of New York.

SECTION 1.13     Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Debenture shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Debentures
(other than a provision of the Debentures which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity, provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be.

SECTION 1.14     Language of Notices, Etc.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

SECTION 1.15     Incorporators, Stockholders, Officers and Directors of the
                 Company Exempt from Individual Liability.

         No recourse under or upon any obligation, covenant or agreement of or
contained in this Indenture or in the Debentures, or for any claim based thereon
or otherwise in respect thereof, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or any successor
Person, either directly or through the Company or any successor Person, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that all
such liability is hereby expressly waived and released as a condition of, and as
a part of the consideration for, the execution of this Indenture and the issue
of the Debentures.

                                   ARTICLE II

                                 DEBENTURE FORMS

SECTION 2.1     Form of Debenture.


<PAGE>   23


         The Debentures, with the form of the Trustee's Certificate of
Authentication to be endorsed thereon, shall be substantially in the form of
Exhibit A to this Indenture.

                                   ARTICLE III

                 GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

SECTION 3.1 Designation, Title and Terms.

         There is hereby authorized the debt securities designated the " %
Convertible Subordinated Debentures due ," limited in aggregate principal amount
to (a) $ plus (b) such aggregate principal amount (which may not exceed $
principal amount) of additional Debentures as shall be purchased by the
Underwriters on the Option Closing Date pursuant to the Underwriting Agreement,
which amount shall be as set forth in any written order of the Company for the
authentication and delivery of Debentures pursuant to Section 3.3. All of the
Debentures issued pursuant to this Indenture shall be deemed to have been issued
as of, and shall begin to accrue interest as specified herein from, the Closing
Date (as such term is defined in the Underwriting Agreement). The Debentures
will mature on and bear interest at a rate of % per annum from , or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, payable quarterly in arrears on , , and of each year, commencing ,
 . The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name the Debenture (or one or more Predecessor Debentures) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the fifteenth day of the month of such Interest Payment
Date (that is, each , , and ).

         Principal of, and premium, if any, and interest on the Debentures will
be payable, Debentures may be presented for conversion and transfers of the
Debentures will be registrable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and transfers of the Debentures will
also be registrable at such other office or agency of the Company as may be
maintained for such purpose. In addition, payment of interest may be made, at
the option of the Company, by (i) check mailed to the address of the Person
entitled thereto as shown on the Security Register or (ii) by wire transfer in
immediately available funds at such place and to such account as may be
designated to the Paying Agent by the Person entitled thereto as specified in
the Security Register no later than the applicable Record Date.

         The Debentures will be redeemable as provided in Article XI.

         The Debentures will be convertible as provided in Article XII.

         The Debentures will be subject to repurchase by the Company, at the
option of the Holders, as provided in the form of Debenture attached as Exhibit
A.

SECTION 3.2     Denominations.

         The Debentures will be issued only in registered form without coupons
and only in


<PAGE>   24


denominations of $ and any integral multiple thereof.

SECTION 3.3     Execution, Authentication, Delivery and Dating.

         The Debentures shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer,
its President or any Vice President and need not be attested. The signature of
any of these officers on the Debentures may be manual or facsimile.

         Debentures bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Debentures or did not
hold such offices at the date of such Debentures. Upon the execution and
delivery of this Indenture, or from time to time thereafter, Debentures may be
executed by the Company and delivered to the Trustee for authentication, and the
Trustee shall thereupon authenticate and deliver said Debentures to or upon
Company Order without any further action by the Company. Debentures may be
authenticated on original issuance from time to time and delivered pursuant to
such procedures acceptable to the Trustee ("Procedures") as may be specified
from time to time by Company Order. Procedures may authorize authentication and
delivery pursuant to instructions of the Company or a duly authorized agent,
which instructions shall be promptly confirmed in writing.

         Each Debenture shall be dated the date of its authentication.

         No Debenture shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Debenture a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Debenture shall be conclusive evidence, and the only
evidence, that such Debenture has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Debenture shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Debenture to the Trustee for cancellation as
provided in Section 3.9 for all purposes of this Indenture such Debenture shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

SECTION 3.4     Temporary Debentures.

         Pending the preparation of Definitive Debentures, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Debentures which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the Definitive Debentures in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Debentures may determine, as evidenced by their
execution of such Debentures.

<PAGE>   25

         If temporary Debentures are issued, the Company will cause Definitive
Debentures to be prepared without unreasonable delay. After the preparation of
Definitive Debentures, the temporary Debentures shall be exchangeable for
Definitive Debentures upon surrender of the temporary Debentures at the office
or agency of the Company maintained pursuant to Section 10.2 for the purpose of
exchanges of Debentures, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Debentures the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor one or more
Definitive Debentures, of any authorized denominations and of a like aggregate
principal amount and tenor. Until so exchanged the temporary Debentures shall in
all respects be entitled to the same benefits under this Indenture as Definitive
Debentures of such tenor.

SECTION 3.5      Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at an office or agency of the
Company in The City of New York a register (the register maintained in such
office or in any other office or agency of the Company in a Place of Payment
being herein sometimes referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Debentures and of transfer of Debentures. The Trustee is
hereby appointed as the initial "Security Registrar" for the purpose of
registering Debentures and transfers of Debentures as herein provided and its
corporate trust office which, at the date hereof, is located at
____________________, New York, New York _____ as the initial office or agency
in The City of New York where the Security Register will be maintained. The
Company may at any time replace such Security Registrar, change such office or
agency or act as its own Security Registrar. The Company will give prompt
written notice to the Trustee of any change of the Security Registrar or of the
location of such office or agency.

         Upon surrender for registration of transfer of any Debenture at the
office or agency of the Company maintained pursuant to Section 10.2 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Debentures, of any authorized denominations and of a like aggregate
principal amount and tenor.

         At the option of the Holder, Debentures (except a Global Debenture) may
be exchanged for other Debentures, of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Debentures to be
exchanged at such office or agency. Whenever any Debentures are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Debentures which the Holder making the exchange is entitled to
receive.

         All Debentures issued upon any registration of transfer or exchange of
Debentures shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Debentures
surrendered upon such registration of transfer or exchange.

         Every Debenture presented or surrendered for registration of transfer
or for exchange shall


<PAGE>   26


(if so required by the Company or the Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed, by the Holder thereof or his
attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Debentures, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Debentures, other than
exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.

         The Company shall not be required (1) to issue, register the transfer
of or exchange Debentures during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Debentures
selected for redemption under Section 11.3 and ending at the close of business
on the day of such mailing, or (2) to register the transfer of or exchange any
Debenture so selected for redemption in whole or in part, except the unredeemed
portion of any Debenture being redeemed in part.

         Each Global Debenture authenticated under this Indenture shall be
registered in the name of the Depositary designated for such Global Debenture or
a nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Global Debenture shall constitute a single
Debenture for all purposes of this Indenture.

         Any exchange of a Global Debenture for other Debentures may be made in
whole or in part, and all Debentures issued in exchange for a Global Debenture
or any portion thereof shall be registered in such names as the Depositary for
such Global Debenture shall direct.

         If at any time the Depositary for the Debentures notifies the Company
that it is unwilling or unable to continue as Depositary for the Debentures or
if at any time the Depositary for the Debentures shall no longer be qualified to
serve as the Depositary, the Company shall appoint a successor Depositary with
respect to the Debentures. If a successor Depositary for the Debentures is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
definitive Debentures, will authenticate and deliver Debentures of like tenor
and terms in definitive form in an aggregate principal amount equal to the
principal amount of the Global Debenture or Debentures in exchange for such
Global Debenture or Debentures.

         The Company may at any time and in its sole discretion determine that
Debentures issued in the form of one or more Global Debentures shall no longer
be represented by such Global Debentures. In such event, the Company will
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of definitive Debentures, will authenticate and deliver Debentures
of like tenor and terms in definitive form in an aggregate principal amount
equal to the principal amount of the Global Debenture or Debentures in exchange
for such Global Debenture or Debentures.


<PAGE>   27


Notwithstanding any other provision in this Indenture, no Global Debenture may
be transferred to, or registered or exchanged for Debentures registered in the
name of, any Person other than the Depositary for such Global Debenture or any
nominee thereof, and no such transfer may be registered, unless (1) such
Depositary (A) notifies the Company that it is unwilling or unable to continue
as Depositary for such Global Debenture or (B) ceases to be qualified to serve
as Depositary, (2) the Company executes and delivers to the Trustee a Company
Order that such Global Debenture shall be so transferable, registrable and
exchangeable, and such transfers shall be registrable, or (3) there shall have
occurred and be continuing an Event of Default. Notwithstanding any other
provision in this Indenture, a Global Debenture to which the restriction set
forth in the preceding sentence shall have ceased to apply may be transferred
only to, and may be registered and exchanged for Debentures registered only in
the name or names of, such Person or Persons as the Depositary for such Global
Debenture shall have directed and no transfer thereof other than such a transfer
may be registered.

         Every Debenture authenticated and delivered upon registration of
transfer, or in exchange for or in lieu, of a Global Debenture to which the
restriction set forth in the first sentence of the preceding paragraph shall
apply, whether pursuant to this Section, Sections 3.4, 3.6 or otherwise, shall
be authenticated and delivered in the form of, and shall be, a Global Debenture
unless such Debenture is registered in the name of a Person other than the
Depositary for such Global Debenture or a nominee thereof.

SECTION 3.6     Mutilated, Destroyed, Lost and Stolen Debentures.

         If any mutilated Debenture is surrendered to the Trustee, together
with, in proper cases, such security or indemnity as may be required by the
Company or the Trustee to save each of them and any agent of either of them
harmless, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Debenture and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Debenture and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Debenture has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Debenture, a new
Debenture of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Debenture has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Debenture, pay such Debenture.

         Upon the issuance of any new Debenture under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.



<PAGE>   28
         Every new Debenture issued pursuant to this Section in exchange for any
mutilated Debenture or in lieu of any destroyed, lost or stolen Debenture shall
constitute an original additional contractual obligation of the Company, whether
or not the mutilated, destroyed, lost or stolen Debenture shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Debentures duly
issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Debentures.

SECTION 3.7     Payment of Interest; Interest Rights Preserved.

         Interest on any Debenture which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date, shall be paid to the Person in
whose name that Debenture (or one or more Predecessor Debentures) is registered
at the close of business on the Regular Record Date, except that interest
payable on the Stated Maturity of the Debentures shall be paid to the Person to
whom principal is paid.

           Any interest on any Debenture which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Clause (a) or (b) below:

                  (a) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Debentures (or their respective
Predecessor Debentures) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Debenture and the date
of the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this Clause provided. Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid,
to each Holder of Debentures at his address as it appears in the Security
Register, not less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
having been so mailed, such Defaulted Interest shall be paid to the Persons


<PAGE>   29


in whose names the Debentures (or their respective Predecessor Debentures) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following Clause (b).

                 (b) The Company may make payment of any Defaulted Interest on
the Debentures in any other lawful manner not inconsistent with the requirements
of any securities exchange on which such Debentures may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this Clause, such
manner of payment shall be deemed practicable by the Trustee.

         Subject to the foregoing provisions of this Section and Section 3.5,
each Debenture delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Debenture, shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Debenture.

         In the case of any Debenture which is converted after any Regular
Record Date and on or prior to the corresponding Interest Payment Date (other
than any such Debenture which shall have been called for redemption on a date
within such period), interest on such Debenture whose Stated Maturity is on such
Interest Payment Date shall be deemed to continue to accrue and shall be payable
on such Interest Payment Date notwithstanding such conversion, and such interest
(whether or not punctually paid or duly provided for) shall be paid to the
Person in whose name that Debenture (or one or more Predecessor Debentures) is
registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of any Debenture which is converted, interest whose Stated Maturity is after the
date of conversion of such Debenture shall not be payable (although such accrued
and unpaid interest will be deemed paid by the appropriate portion of the Common
Stock received by the holders upon such conversion).

SECTION 3.8     Persons Deemed Owners.

         Prior to due presentment of a Debenture for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Debenture is registered as the owner of such
Debenture for the purpose of receiving payment of principal of and any premium
and (subject to Sections 3.5 and 3.7) any interest on such Debenture and for all
other purposes whatsoever, whether or not such Debenture be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

         No holder of any beneficial interest in any Global Debenture held on
its behalf by a Depositary shall have any rights under this Indenture with
respect to such Global Debenture, and such Depositary may be treated by the
Company, the Trustee, and any agent of the Company or the Trustee as the owner
of such Global Debenture for all purposes whatsoever. None of the Company, the
Trustee nor any agent of the Company or the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Global Debenture or for
maintaining, supervising or reviewing any


<PAGE>   30


records relating to such beneficial ownership interests.

SECTION 3.9     Cancellation.

         All Debentures surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Debentures previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Debentures previously authenticated
hereunder which the Company has not issued and sold, and all Debentures so
delivered shall be promptly cancelled by the Trustee. No Debentures shall be
authenticated in lieu of or in exchange for any Debentures cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Debentures held by the Trustee shall be disposed of in accordance with its
customary procedures, and the Trustee shall thereafter deliver to the Company a
certificate with respect to such disposition.

SECTION 3.10   Computation of Interest.

         Interest on the Debentures shall be computed on the basis of a 360-day
year of twelve 30-day months.

SECTION 3.11   CUSIP Numbers.

         The Company in issuing the Debentures may use "CUSIP" numbers (in
addition to the other identification numbers printed on the Debentures), and, if
so, the Trustee shall use "CUSIP" numbers in notices of redemption as a
convenience to Holders; provided, however, that any such notice may state that
no representation is made as to the correctness of such "CUSIP" numbers either
as printed on the Debentures or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Debentures, and any such redemption shall not be affected by any defect in
or omission of such "CUSIP" numbers.

SECTION  3.12  Extension of Interest Payment Period.

         As long as an Event of Default under Section 5.1 of the Indenture shall
not have occurred and be continuing, the Company shall have the right, at any
time and from time to time during the term of the Debentures, to defer payments
of interest by extending the interest payment period of such Debentures for a
period not exceeding 20 consecutive quarters as provided in the form of
Debenture attached as Exhibit A.

SECTION  3.13  Additional Sums.

         In the event that (a) the Property Trustee is the Holder of all of the
Outstanding Debentures, (b) a Trust Tax Event in respect of the Trust shall have
occurred and be continuing and (c) the Company shall not have (i) redeemed or
exchanged all the Debentures pursuant to



<PAGE>   31
Section 11.7 or 11.8, respectively, or (ii) terminated the Trust pursuant to
Section [9.1] of the Declaration, the Company shall pay Additional Sums to the
Trust (and its permitted successors or assigns under the Declaration) for so
long as the Property Trustee (or its permitted successor or assignee) is the
registered holder of the Debentures. Whenever in this Indenture or the
Debentures there is a reference in any context to the payment of principal of or
interest on the Debentures, such mention shall be deemed to include mention of
the payments of the Additional Sums provided for in this paragraph to the extent
that, in such context, Additional Sums are, were or would be payable in respect
thereof pursuant to the provisions of this paragraph and express mention of the
payment of Additional Sums (if applicable) in any provisions hereof shall not be
construed as excluding Additional Sums in those provisions hereof where such
express mention is not made; provided, however, that the extension of an
interest payment period pursuant to Section 3.12 shall not extend the payment of
any Additional Sums that may be due and payable during such interest payment
period.


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 4.1     Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further effect
with respect to the Debentures (except as to any surviving rights of
registration of transfer or exchange of such Debentures herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to such Debentures, when

                (a)    either

                       (i)   all such Debentures theretofore authenticated and
         delivered (other than (1) such Debentures which have been destroyed,
         lost or stolen and which have been replaced or paid as provided in
         Section 3.6, and (2) such Debentures for whose payment money has
         theretofore been deposited in trust or segregated and held in trust by
         the Company and thereafter repaid to the Company or discharged from
         such trust, as provided in Section 10.3) have been delivered to the
         Trustee for cancellation; or

                       (ii)  all such Debentures not theretofore delivered to
         the Trustee for cancellation

                             (A)   have become due and payable, or

                             (B)   will become due and payable at their Stated
                Maturity within one year, or

                             (C) are to be called for redemption within one year
                under arrangements satisfactory to the Trustee for the giving of
                notice of




<PAGE>   32


                redemption by the Trustee in the name, and at the expense, of
                the Company,

         and the Company in the case of (A), (B) or (C) above, has deposited or
         caused to be deposited with the Trustee as trust funds in trust for the
         purpose an amount of money in the currency or currency units in which
         such Debentures are payable sufficient to pay and discharge the entire
         indebtedness on such Debentures not theretofore delivered to the
         Trustee for cancellation, for principal and any premium and interest to
         the date of such deposit (in the case of Debentures which have become
         due and payable) or to the Stated Maturity or Redemption Date, as the
         case may be;

                             (b) the Company has paid or caused to be paid all
                other sums payable hereunder by the Company with respect to such
                Debentures; and

                             (c) the Company has delivered to the Trustee an
                Officer's Certificate and an Opinion of Counsel, each stating
                that all conditions precedent herein provided for relating to
                the satisfaction and discharge of this Indenture with respect to
                such Debentures have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to Debentures, (x) the obligations of the Company to the Trustee under
Section 6.7, the obligations of the Trustee to any Authenticating Agent under
Section 6.14 and the right of the Trustee to resign under Section 6.10 shall
survive, and (y) if money shall have been deposited with the Trustee pursuant to
subclause (ii) of Clause (a) of this Section, the obligations of the Company
and/or the Trustee under Sections 4.2, 6.6, 7.1 and 10.2 and the last paragraph
of Section 10.3 shall survive.

SECTION 4.2     Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by it, in accordance with the provisions of the Debentures and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                    ARTICLE V

                                    REMEDIES

SECTION 5.1     Events of Default.

         "Event of Default", wherever used herein with respect to Debentures,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental


<PAGE>   33


body):

                (a) default in the payment of any interest upon or any
additional amount payable in respect of any Debentures when it becomes due and
payable, and continuance of such default for a period of 30 days (whether or not
such payment is prohibited by the subordination provisions set forth in Article
XIII hereof or in any indenture supplemental thereto); provided, however, that a
valid extension of an interest payment period by the Company in accordance with
the terms of the Indenture or any indenture supplemental hereto, shall not
constitute a default in the payment of interest for this purpose; or

                (b) default in the payment of the principal of (or premium, if
any, on) any Debentures as and when the same shall become due and payable
whether at maturity, upon redemption, by declaration or otherwise, or in any
payment required by any sinking or analogous fund established with respect to
the Debentures (whether or not such payment is prohibited by the subordination
provisions set forth in Article XIII hereof or in any indenture supplemental
hereto); provided, however, that a valid extension of the maturity of the
Debentures in accordance with the terms of this Indenture or any indenture
supplemental hereto shall not constitute a default in the payment of principal
or premium, if any; or

                (c) default in the performance, or breach, of any term, covenant
or warranty of the Company in this Indenture, and continuance of such default or
breach for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Debentures
a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder; or

                (d) the Company pursuant to or within the meaning of any
Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of any
order for relief against it in an involuntary case, (C) consents to the
appointment of a Custodian of it or for all or substantially all of its
property, or (D) makes a general assignment for the benefit of its creditors; or

                (e) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that (A) is for relief against the Company in an
involuntary case, (B) appoints a Custodian of the Company or for all or
substantially all of its property, or (C) orders the liquidation of the Company;
and the order or decree remains unstayed and in effect for 90 days; or

                (f) failure by the Company to convert the Debentures into shares
of Common Stock as provided in Article XII of this Indenture (whether or not
conversion or exchange is prohibited by the subordination provisions set forth
in Article XIII of the Indenture or in any indenture supplemental thereto),
provided, that Notice of Conversion is delivered in accordance with Section
12.2; or

                (g) if, after the original issuance of the Debentures to the
Trust or the Property Trustee in connection with the original issuance of Trust
Securities by the Trust, the Trust shall have voluntarily or involuntarily
dissolved, wound-up its business or otherwise terminated its


<PAGE>   34


existence except in connection with (i) the distribution of the Debentures to
holders of Trust Securities in liquidation of their interests in the Trust, (ii)
the redemption or conversion of all of the outstanding Trust Securities of the
Trust or (iii) certain mergers, consolidations or amalgamations, each as
permitted by the Declaration.

SECTION 5.2     Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Debentures at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Debentures
may declare the principal amount (or, if any of the Debentures are Original
Issue Discount Debentures, such portion of the principal amount of such
Debentures as may be specified in the terms thereof) of all of the Debentures to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in principal amount of the Outstanding
Debentures, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if:

                (a)    the Company has paid or deposited with the Trustee a sum
sufficient to pay:

                       (i)   all overdue interest on all Debentures;

                       (ii)  the principal of (and premium, if any, on any
         Debentures which have become due otherwise than by such declaration of
         acceleration and any interest thereon at the rate or rates prescribed
         therefor in such Debentures;

                       (iii) to the extent that payment of such interest is
         lawful, interest upon overdue interest at the rate or rates prescribed
         therefor in such Debentures; and

                       (iv)  all sums paid or advanced by the Trustee hereunder
         and the reasonable compensation, expenses, disbursements and advances
         of the Trustee, its agents and counsel; and

                (b)    all Events of Default with respect to Debentures, other
than the nonpayment of the principal of Debentures which have become due solely
by such declaration of acceleration, have been cured or waived as provided in
Section 5.13.

         No such rescission shall affect any subsequent Default or impair any
right consequent thereon.


<PAGE>   35

SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.

         The Company covenants that if

                (a)    default is made in the payment of any interest on any
Debenture when such interest becomes due and payable and such default continues
for a period of 30 days (whether or not such payment is prohibited by the
provisions of Article XIII hereof), or

                (b)    default is made in the payment of the principal of (or
premium, if any, on) any Debenture at the Maturity thereof (whether or not such
payment is prohibited by the provisions of Article XIII hereof), the Company
will, upon demand of the Trustee, pay to it, for the benefit of the Holders of
such Debentures, the whole amount then due and payable on such Debentures for
principal and any premium and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and
premium and on any overdue interest, at the rate or rates prescribed therefor in
such Debentures, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Debentures and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Debentures, wherever
situated.

         If an Event of Default with respect to the Debentures occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Debentures by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.

SECTION 5.4     Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Company or any other
obligor upon the Debentures, their property or their creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding, In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses,


<PAGE>   36
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.7.

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Debentures or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official be a member of a creditors' or
other similar committee.

SECTION 5.5     Trustee May Enforce Claims Without Possession of Debentures.

         All rights of action and claims under this Indenture or the Debentures
may be prosecuted and enforced by the Trustee without the possession of any of
the Debentures or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Debentures in respect of which such
judgment has been recovered.

SECTION 5.6     Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Debentures and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

         FIRST:  To the payment of all amounts due the Trustee under Section
6.7;

         SECOND: Subject to Article XIII, to the payment of the amounts then due
and unpaid for principal of and any premium and interest on the Debentures in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Debentures for principal and any premium and interest,
respectively; and

         THIRD:  The balance, if any, to the Company.

SECTION 5.7     Limitation on Suits.

         No Holder of any Debenture shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless

                (a)    such Holder has previously given written notice to the
Trustee of a


<PAGE>   37

continuing Event of Default with respect to the Debentures;

                (b)    the Holders of not less than 25% in principal amount
of the Outstanding Debentures shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

                (c)    such Holder or Holders have offered to the Trustee
reasonable Indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;

                (d)    the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and

                (e)    no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Debentures;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

SECTION 5.8     Unconditional Right of Holders to Receive Principal, Premium and
                Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Debenture shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Sections 3.5
and 3.7) interest on such Debenture on the respective Stated Maturities
expressed in such Debenture (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

SECTION 5.9     Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

SECTION 5.10     Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Debentures in the last paragraph of
Section 3.6, no right or remedy

<PAGE>   38

herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 5.11    Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Debentures
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

SECTION 5.12    Control by Holders.

         The Holders of a majority in aggregate principal amount of the
Outstanding Debentures shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Debentures; provided, however, that

                (a)    such direction shall not be in conflict with any rule of
law or with this Indenture;

                (b)    the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction; and

                (c)    subject to the provisions of Section 6.1, the Trustee
shall have the right to decline to follow any such direction if the Trustee in
good faith shall determine that the proceeding so directed would involve the
Trustee in personal liability.

SECTION 5.13    Waiver of Past Defaults.

         The Holders of a majority in aggregate principal amount of the
Outstanding Debentures may on behalf of the Holders of all the Debentures waive
any past default hereunder and its consequences, except

                (a)    a continuing default in the payment of the principal of
(or premium, if any) or any interest on any Debentures as and when the same
shall become due by the terms of the Debentures otherwise than by acceleration
(unless such default has been cured and sums sufficient to pay all matured
installments of interest and principal and any premium has been deposited with
the Trustee (in accordance with this Indenture)), which default cannot be waived
without the consent of the Holder(s) of each of the Debentures, and


<PAGE>   39

                (b)    a default in respect of a covenant or provision hereof
which under Article IX cannot be modified or amended without the consent of the
Holder of each Outstanding Debenture affected;

provided, however, that if the Debentures are held by the Trust or a trustee of
such Trust, such waiver or modification to such waiver shall not be effective
until the holders of a majority in Liquidation Amount of Trust Securities of the
Trust (or such higher percentage in Liquidation Amount of Trust Securities as
may be specified in the Declaration) shall have consented to such waiver or
modification to such waiver; provided further, that if the consent of the
Holders of a majority in Liquidation Amount of the Trust Securities of a class
(or such higher percentage in Liquidation Amount of such class of Trust
Securities as may be specified in the Declaration) is required under the
Declaration, such waiver shall not be effective until the Holders of a majority
(or such higher percentage, as the case may be) in Liquidation Amount of the
Trust Securities of such class shall have consented to such waiver.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture, but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 5.14 Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided, however, that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company.

SECTION 5.15    Waiver of Usury, Stay or Extension Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE VI

                                   THE TRUSTEE


<PAGE>   40


SECTION 6.1     Certain Duties and Responsibilities.

         The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

SECTION 6.2     Notice of Defaults.

         If a Default occurs and is continuing with respect to the Debentures,
the Trustee shall, within 90 days after it occurs, transmit, in the manner and
to the extent provided in Section 313(c) of the Trust Indenture Act, notice of
all uncured or unwaived Defaults known to it; provided, however, that, except in
the case of a Default in payment on the Debentures, the Trustee may withhold the
notice if and so long as the board of directors, the executive committee or a
trust committee of its directors and/or its duly authorized officers in good
faith determines that withholding such notice is in the interests of Holders of
Debentures; provided further, however, that, in the case of any default or
breach of the character specified in Section 5.1(c) with respect to the
Debentures, no such notice to Holders shall be given until at least 60 days
after the occurrence thereof.

SECTION 6.3     Certain Rights of Trustee.

         Subject to the provisions of Section 6.1:

                (a)    the Trustee may rely on and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
reasonably believed by it to be genuine and to have been signed or presented by
the proper party or parties;

                (b)    any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by a Company Request or Company
Order (other than delivery of any Debenture to the Trustee for authentication
and delivery pursuant to Section 3.3, which shall be sufficiently evidenced as
provided therein) and any resolution of the Board of Directors shall be
sufficiently evidenced by a Board Resolution;

                (c)    whenever in the administration of this Indenture the
Trustee shall


<PAGE>   41

deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officer's Certificate;

                (d)    the Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

                (e)    the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction;

                (f)    the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit;

                (g)    the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder; and

                (h)    the Trustee may request that the Company deliver an
Officer's Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officer's Certificate may be signed by any person authorized to
sign an Officer's Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.

SECTION 6.4 Not Responsible for Recitals or Issuance of Debentures.

         The recitals contained herein and in the Debentures, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. Neither the Trustee nor any Authenticating
Agent makes any representations as to the validity or sufficiency of this
Indenture or of the Debentures. The Trustee or any Authenticating Agent shall
not be accountable for the use or application by the Company of Debentures or
the proceeds thereof.

SECTION 6.5     May Hold Debentures.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Debentures and, subject to Sections
6.8 and 6.13, may otherwise deal with the


<PAGE>   42

Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

SECTION 6.6     Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

SECTION 6.7 Compensation and Reimbursement.

         The Company agrees:

                (a)    to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);

                (b)    except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and

                (c)    to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except
those attributable to its negligence or bad faith.

         The obligations of the Company under this Section to compensate the
Trustee and to pay or reimburse the Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder. Such additional
indebtedness shall be secured by a lien prior to that of the Debentures upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the Holders of particular Debentures.

         Without limiting any rights available to the Trustee under applicable
law, when the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.1(d) or Section 5.1(e), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for such services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.

         The provisions of this Section shall survive the satisfaction and
discharge of this Indenture.


<PAGE>   43


SECTION 6.8     Disqualification; Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

SECTION 6.9     Corporate Trustee Required; Eligibility.

         There shall at all times be one or more Trustees hereunder with respect
to the Debentures, at least one of which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus required by the Trust Indenture Act. If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of a supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

SECTION 6.10 Resignation and Removal; Appointment of Successor.

         No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

         The Trustee may resign at any time with respect to the Debentures by
giving written notice thereof to the Company. If the instrument of acceptance by
a successor Trustee required by Section 6.11 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Debentures.

         The Trustee may be removed at any time with respect to the Debentures
by Act of the Holders of a majority in principal amount of the Outstanding
Debentures, delivered to the Trustee and to the Company.

         If at any time:

                (a)    the Trustee shall fall to comply with Section 6.8 after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Debenture for at least six months, or

                (b)    the Trustee shall cease to be eligible under Section 6.9
and shall fail to resign after written request therefor by the Company or by any
such Holder, or

                (c)    the Trustee shall become incapable of acting or shall be
adjudged a


<PAGE>   44
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (A) the Company may remove the Trustee with
respect to all Debentures, or (B) subject to Section 5.14, any Holder who has
been a bona fide Holder of a Debenture for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Debentures and
the appointment of a successor Trustee or Trustees.

         If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Debentures, the Company shall promptly appoint a successor Trustee or
Trustees with respect to the Debentures and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Debentures shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Debentures delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.11, become the successor Trustee with
respect to the Debentures and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the Debentures
shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 6.11, any Holder who has been a
bona fide Holder of a Debenture for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Debentures.

         The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Debentures and each appointment of a successor
Trustee with respect to the Debentures to all Holders of Debentures in the
manner provided in Section 1.6. Each notice shall include the name of the
successor Trustee with respect to the Debentures and the address of its
Corporate Trust Office.

SECTION 6.11 Acceptance of Appointment by Successor.

                (a)    In case of the appointment hereunder of a successor
Trustee with respect to all Debentures, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

                (b)    In case of the appointment hereunder of a successor
Trustee with


<PAGE>   45

respect to the Debentures, the Company, the retiring Trustee and each successor
Trustee with respect to the Debentures shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee and upon the execution and
delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Debentures, but, on request of the Company or any
successor Trustee, such retiring Trustee shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Debentures.

                (c)   Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.

                (d)    No successor Trustee shall accept its appointment unless
at the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

SECTION 6.12    Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Debentures shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Debentures so authenticated with the same effect
as if such successor Trustee had itself authenticated such Debentures.

SECTION 6.13    Preferential Collection of Claims Against Company.

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Debentures), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

SECTION 6.14 Appointment of Authenticating Agent.

         The Trustee (upon notice to the Company) may appoint an Authenticating
Agent or Agents with respect to the Debentures which shall be authorized to act
on behalf of the Trustee to authenticate Debentures issued upon original issue
(in accordance with procedures acceptable to the Trustee) and upon exchange,
registration of transfer or partial redemption thereof or pursuant



<PAGE>   46


to Section 3.6, and Debentures so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Debentures by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate agency or corporate trust business of such Authenticating Agent,
shall continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or such Authenticating
Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Debentures, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

         Except with respect to an Authenticating Agent appointed at the request
of the Company, the Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed by the Company for such payments,
subject to the provisions of Section 6.7.

         If an appointment with respect to the Debentures is made pursuant to
this Section, the

<PAGE>   47


Debentures may have endorsed thereon, in addition to the Trustee's certificate
of authentication, an alternative certificate of authentication in the following
form:

         This is one of the Debentures referred to in the within-mentioned
Indenture.

                                              The Bank of New York,
                                              As Trustee


                                              By:______________________________
                                                       As Authenticating Agent

                                              By:______________________________
                                                       Authorized Officer











<PAGE>   48

                                   ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.1     Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee

                (a)    semi-annually, not later than May 15 and November 15 in
each year, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders of Debentures as of the preceding April 30 or
October 31, as the case may be, and

                (b)    at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Security
Registrar for Debentures, no such list need be furnished with respect to such
Debentures.

SECTION 7.2     Preservation of Information; Communications to Holders.

         The Trustee shall comply with the obligations imposed upon it pursuant
to Section 3.12 of the Trust Indenture Act.

         The rights of the Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Debentures, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

         Every Holder of Debentures, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to the names and addresses of Holders made pursuant
to the Trust Indenture Act.

SECTION 7.3     Reports by Trustee.

         The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

         Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than _______ in each calendar year
with respect to the 12-month period ending on the previous _________, commencing
_______, _____.

         A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Debentures are listed, with the Commission


<PAGE>   49


and with the Company. The Company will notify the Trustee when any Debentures
are listed for trading on any stock exchange.

SECTION 7.4 Reports by Company.

         The Company shall:

                (a)    file with the Trustee, within 15 days after the Company
is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions
of any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Company is not required to file information, documents or reports pursuant
to either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

                (b)    file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Company with the conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations; and

                (c)    transmit by mail to all Holders, as their names and
addresses appear in the Security Register, within 30 days after the filing
thereof with the Trustee, such summaries of any information, documents and
reports required to be filed by the Company pursuant to paragraphs (a) and (b)
of this Section as may be required by rules and regulations prescribed from time
to time by the Commission.

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1     Company May Consolidate, Etc, Only on Certain Terms.

         The Company shall not consolidate with or merge into any other Person
or sell, lease or transfer its properties and assets as, or substantially as, an
entirety to, any Person, unless:

                (a)    the Person formed by or surviving any such consolidation
or any merger (if other than the Company), or to which such transfer or lease
shall have been made, is a corporation organized and existing under the laws of
the United States, any State thereof or the District of Columbia;

<PAGE>   50

                (b)    (A) in the case of a merger, the Company is the surviving
entity, or (B) the Person formed by such consolidation or into which the Company
is merged or the Person which acquires by sale or transfer, or which leases, the
properties and assets of the Company as, or substantially as, an entirety shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form reasonably satisfactory to the Trustee, the due and
punctual payment of the principal of and any premium and interest on all the
Debentures and the performance or observance of every covenant and condition of
this Indenture on the part of the Company to be performed or observed;

                (c)    immediately after giving effect to such transaction, no
Default or Event of Default exists; and

                (d)    the Company has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, sale, transfer or lease and the supplemental indenture required in
connection with such transaction comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

SECTION 8.2     Successor Substituted.

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any sale, transfer or lease of the properties and
assets of the Company as, or substantially as, an entirety in accordance with
Section 8.1, the successor Person formed by such consolidation or into which the
Company is merged or to which such sale, transfer or lease is made, shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named originally as the Company herein, and hereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Debentures.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.1     Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders, the Company and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

                (a)    to secure the Debentures; or

                (b)    to evidence the succession of another Person to the
Company and the assumption by such successor of the covenants of the Company
herein and in the Debentures; or

                (c)    to add to the covenants of the Company or the Events of
Default


<PAGE>   51


for the benefit of the Holders of the Debentures or to surrender any right or
power herein conferred upon the Company; or

                (d)    to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein, to
comply with any applicable mandatory provisions of law or to make any other
provisions with respect to matters or questions arising under this Indenture,
provided that such action pursuant to this Clause (d) shall not adversely affect
the interests of the Holders of Debentures in any material respect; or

                (e)    to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Debentures;

                (f)    to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the qualification of
this Indenture under the Trust Indenture Act or under any similar federal
statute subsequently enacted, and to add to this Indenture such other provisions
as may be expressly required under the Trust Indenture Act.

SECTION 9.2 Supplemental Indentures with Consent of Holders.

         With the consent of the Holders of a majority in aggregate principal
amount of the Outstanding Debentures (voting as one class), by Act of said
Holders delivered to the Company and the Trustee, the Company and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Debentures under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Debenture affected thereby,

                (a)    change the Stated Maturity of the principal of, or any
installment of principal of or interest, if any, on, any Debenture, or reduce
the principal amount thereof or premium, if any, on or the rate of interest
thereon or modify the provisions of this Indenture with respect to the
subordination of the Debentures in a manner adverse to the Holders or adversely
affect any right to convert or exchange any Debenture into any other security,
or

                (b)    reduce the percentage in principal amount of the
Outstanding Debentures, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or

                (c)    change any obligation of the Company, with respect to
Outstanding Debentures, to maintain an office or agency in the places and for
the purposes specified in Section 10.2, or

                (d)    modify any of the provisions of this Section, Section
5.13 or Section 10.6, except to increase any such percentage or to provide that
certain other provisions of


<PAGE>   52


this Indenture cannot be modified or waived without the consent of the Holder of
each Outstanding Debenture affected thereby; provided, however, that this clause
shall not be deemed to require the consent of any Holder with respect to changes
in the references to "the Trustee" and concomitant changes in this Section, or
the deletion of this proviso, in accordance with the requirements of Sections
6.11 and 9.1(e).

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

SECTION 9.3     Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this indenture or otherwise.

SECTION 9.4     Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Debentures theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 9.5     Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust indenture Act as then in effect.

SECTION 9.6     Reference in Debentures to Supplemental Indentures.

         Debentures authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Debentures so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Debentures.

                                    ARTICLE X

                                    COVENANTS



<PAGE>   53

SECTION 10.1 Payment of Principal, Premium and Interest.

         The Company covenants and agrees for the benefit of Debentures that it
will duly and punctually pay the principal of and any premium and interest on
the Debentures in accordance with the terms of the Debentures and this
Indenture.

SECTION 10.2 Maintenance of Office or Agency.

         The Company will maintain in each Place of Payment for the Debentures
an office or agency where Debentures may be presented or surrendered for
payment, where Debentures may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Debentures and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies where the Debentures may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations,
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each
Place of Payment for Debentures for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

         The Company hereby initially designates as the Place of Payment for the
Debentures as The City and State of New York, and initially appoints the Trustee
at its Corporate Trust Office as the Company's office or agency for each such
purpose in such city.

SECTION 10.3    Money for Debentures Payments to Be Held in Trust.

         If the Company shall at any time act as its own Paying Agent with
respect to the Debentures, it will, on or before each due date of the principal
of or any premium or interest on any of the Debentures, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal and any premium and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

         Whenever the Company shall have one or more Paying Agents for the
Debentures, it will, on or prior to each due date of the principal of or any
premium or interest on any Debentures, deposit with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.


<PAGE>   54

         The Company will cause each Paying Agent for the Debentures other than
the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will (1) hold all sums held by it for the
payment of the principal of (and premium, if any) or interest, if any, on
Debentures in trust for the benefit of the Persons entitled thereto until such
sums shall be paid to such Persons or otherwise disposed of as herein provided;
(2) give the Trustee notice of any default by the Company (or any other obligor
upon the Debentures) in the making of any payment of principal (and premium, if
any) or interest, if any, on the Debentures; and (3) during the continuance of
any such default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums held in trust by such Paying Agent for payment in respect of
the Debentures.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or any premium or
interest on any Debenture and remaining unclaimed for two years after such
principal, premium or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Debenture shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease, provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper in each Place of Payment, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 10.4 Statement by Officers as to Default.

         The Company will deliver to the Trustee, within 150 days after the end
of each fiscal year of the Company ending after the date hereof, an Officer's
Certificate, stating whether or not to the best knowledge of the signer thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

SECTION 10.5    Existence.

         Subject to Article Eight, the Company will do or cause to be done all
the things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and


<PAGE>   55


franchises; provided, however, that the Company shall not be required to
preserve any such right or franchise if it shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company.

SECTION 10.6 Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 10.5, with respect to the
Debentures if before the time for such compliance the Holders of at least a
majority in aggregate principal amount of the Outstanding Debentures (voting as
one class) shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect; provided, however, that if the Debentures are held by the Trust or a
trustee of such Trust, such waiver or modification to such waiver shall not be
effective until the holders of a majority in Liquidation Amount of Trust
Securities shall have consented to such waiver or modification to such waiver;
provided further, that if the consent of the Holders of a majority in
Liquidation Amount of the Trust Securities of a class is required under the
Declaration, such waiver shall not be effective until the Holders of a majority
in Liquidation Amount of the Trust Securities of each such class shall have
consented to such waiver.

SECTION 10.7 Limitation of Transactions.

         So long as any Debentures remain outstanding, if (a) an Event of
Default has occurred and is continuing or there shall have occurred and be
continuing any event of which the Company has actual knowledge that, with the
giving of notice or lapse of time, or both, would constitute an Event of
Default, (b) the Company is in default of its obligations under the Trust
Preferred Securities Guarantee (as defined in the Declaration) or the Trust
Common Securities Guarantee (as defined in the Declaration), or (c) the Company
shall have given notice of its election to defer payments of interest on the
Debentures by extending the interest payment period as provided in Section 3.12
and such period or any extension thereof shall be continuing, then, during such
period, the Company shall not (i) declare or pay dividends on, make
distributions with respect to, or redeem, purchase or acquire, or make a
liquidation payment with respect to any of its Capital Stock (except for (w)
purchases of the Company's Common Stock related to the issuance of its Common
Stock under any of the Company's benefit plans for its directors, officers or
employees, (x) as a result of a reclassification of the the Company's Capital
Stock or the exchange or conversion of one series or class of the Company's
Capital Stock for another series or class of the Company's Capital Stock, (y)
the purchase of fractional interests in shares of the Company's Capital Stock
pursuant to the conversion or exchange provisions of such Capital Stock or the
security being converted or exchanged, and (z) redemptions or purchases of any
rights pursuant to a shareholder rights plan and the issuance of Capital Stock
pursuant to such rights), (ii) make any payments of principal, interest or
premium, if any, on or repay or repurchase or redeem any debt securities of the
Company that rank pari passu with or junior to the Debentures (other than any
redemption, liquidation, interest, principal or guarantee payment by the Company
where the

<PAGE>   56


payment is made by way of securities (including the Company's Capital Stock)
that rank pari passu with or junior to the securities on which such redemption,
interest, principal or guarantee payment is being made) or (iii) make any
guarantee payments regarding the foregoing (other than payments under the Trust
Preferred Securities Guarantee (as defined in the Declaration)) .

SECTION  10.8   Covenants As To Trust.

         The Company covenants with each Holder of the Debentures that it will
(i) for so long as Trust Preferred Securities are outstanding, (a) not convert
the Debentures except pursuant to a notice of conversion delivered to the
Conversion Agent under the Declaration by a holder of Trust Securities, (b)
maintain directly or indirectly 100% ownership of the Trust Common Securities,
provided, that any permitted successor of the Company under this Indenture may
succeed to the Company's ownership of the Trust Common Securities; and (c) not
voluntarily terminate, wind-up or liquidate the Trust, except in connection with
(A) a distribution of the Debentures to the holders of Trust Preferred
Securities in liquidation of the Trust, (B) the redemption of all Trust
Securities or (C) mergers, consolidations or amalgamations permitted by the
Declaration; (ii) use its commercially reasonable efforts, consistent with the
terms and provisions of the Declaration to cause the Trust to remain classified
as a grantor trust, and not taxable as a corporation, for United States federal
income tax purposes; (iii) deliver shares of Common Stock upon an election by a
holder of Debentures to convert such Debentures into or for Common Stock, and
(iv) honor all obligations relating to the conversion or exchange of the Trust
Securities into or for Common Stock or Debentures.

SECTION  10.9   Certain Conversions Deemed Payment.

         For the purposes of Article XIII only, (1) the issuance and delivery of
junior securities upon conversion of Debentures in accordance with Article XII
hereof shall not be deemed to constitute a payment or distribution on account of
the principal of or premium or interest on Debentures or on account of the
purchase or other acquisition of Debentures, and (2) the payment, issuance or
delivery of cash, property or securities (other than junior securities) upon
conversion of a Debenture shall be deemed to constitute payment on account of
the principal of such Debenture. For the purposes of this Section 10.9, the term
"junior securities" means (a) shares of any stock of any class of the Company
and (b) securities of the Company which are subordinated in right of payment to
the prior payment in full of all Senior Debt which may be outstanding at the
time of issuance or delivery of such securities to substantially the same extent
as, or to a greater extent than, the Debentures are so subordinated as provided
in Article XIII. Nothing contained in this Article X or elsewhere in this
Indenture, or in the Debentures is intended to or shall impair, as among the
Company, its creditors other than holders of Senior Debt and the Holders of the
Debentures, the right, which is absolute and unconditional, of the Holder of any
Debenture to convert such Debenture in accordance with Article XII hereof.

                                   ARTICLE XI

                            REDEMPTION OF DEBENTURES


<PAGE>   57


SECTION 11.1 Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Debentures shall be evidenced
by a Board Resolution. The Company shall, at least 45 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Debentures to be redeemed and, if applicable, of the
Debentures to be redeemed. In the case of any redemption of Debentures (1) prior
to the expiration of any restriction on such redemption provided in the terms of
such Debentures or elsewhere in this Indenture, or (2) pursuant to an election
of the Company which is subject to a condition specified in the terms of such
Debentures, the Company shall furnish the Trustee with an Officer's Certificate
evidencing compliance with such restriction or condition.

SECTION 11.2 Selection by Trustee of Debentures to Be Redeemed.

         If less than all the Debentures are to be redeemed, the particular
Debentures to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Debentures not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Debentures or any integral
multiple thereof) of the principal amount of Debentures of a denomination larger
than the minimum authorized denomination for Debentures.

         The Trustee shall promptly notify the Company in writing of the
Debentures selected for redemption and, in the case of any Debentures selected
for partial redemption, the principal amount thereof to be redeemed.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Debentures shall relate,
in the case of any Debentures redeemed or to be redeemed only in part, to the
portion of the principal amount of such Debentures which has been or is to be
redeemed.

SECTION 11.3 Notice of Redemption.

         Notice of redemption shall be given by first-class mail (if
international mail, by air mail), postage prepaid, mailed not less than 30 nor
more than 60 days prior to the Redemption Date, to each Holder of Debentures to
be redeemed, at his address appearing in the Security Register.

         All notices of redemption shall state:

                (a)    the Redemption Date,

                (b)    the Redemption Price,

                (c)    if less than all the Outstanding Debentures are to be
redeemed, the identification (and, in the case of partial redemption of any
Debentures, the principal amounts) of

<PAGE>   58


the particular Debentures to be redeemed,

                (d)    that on the Redemption Date the Redemption Price will
become due and payable upon each such Debenture to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date,
and

                (e)    the place or places where such Debentures are to be
surrendered for payment of the Redemption Price.

         Notice of redemption of Debentures to be redeemed shall be given by the
Company or, at the Company's request, by the Trustee in the name and at the
expense of the Company.

SECTION 11.4 Deposit of Redemption Price.

         On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.3) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Debentures
which are to be redeemed on that date.

SECTION 11.5    Debentures Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Debentures so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Debentures shall cease to bear interest. Upon surrender of any
such Debenture for redemption in accordance with said notice, such Debenture
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that, installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Debentures, or one or more Predecessor
Debentures, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.7.

         If any Debenture called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Debenture.

SECTION 11.6 Debentures Redeemed in Part.

         Any Debenture which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Debenture without service
charge, a new Debenture or Debentures of like tenor, of any authorized
denomination as


<PAGE>   59

requested by such Holder, in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Debenture so surrendered.

SECTION 11.7 Optional Redemption.

         (a) The Company shall have the right to redeem the Debentures, in whole
or in part, from time to time, on or after . Any redemption pursuant to this
paragraph will be made upon not less than 30 days nor more than 60 days notice
to the Holders of the Debentures, at the following Redemption Prices (expressed
as percentages of the principal amount of the Debentures), if redeemed during
the 12-month period beginning on of the years set forth below:

                       Year           Redemption Price
                       ----           ---------------------

in each case together with accrued and unpaid interest (including Additional
Interest and Additional Sums, if any) to (but not including) the date fixed for
redemption (subject to the rights of Holders of record on any Regular Record
Date to receive interest due on any Interest Payment Date that is on or prior to
such redemption date).

         (b) If at any time prior to the Conversion Expiration Date, less than
ten percent (10%) in principal amount of the Debentures originally issued by the
Company remain outstanding, such Debentures shall be redeemable, at the option
of the Company, exercisable at any time in whole but not in part, at a
Redemption Price equal to the aggregate unpaid principal amount thereof, and all
accrued and unpaid interest (including Additional Interest and Additional Sums,
if any) due thereon to the date fixed for redemption.

         (c) If any Debenture selected for partial redemption is converted in
part before termination of the conversion right with respect to the portion of
the Debenture so selected, the converted portion of such Debenture shall be
deemed (so far as may be) to be the portion selected for redemption. Debentures
which have been converted during a selection of Debentures to be redeemed shall
be treated by the Trustee as Outstanding for the purpose of such selection. In
any case where more than one Debenture is registered in the same name, the
Trustee in its discretion may treat the aggregate principal amount so registered
as if it were represented by one Debenture.

         (d) The notice of redemption to be made to the Holders of the
Debentures shall specify, in addition to those items specified in Section 11.3,
the conversion rate or price, the date on which the right to convert the
Debentures to be redeemed will terminate and the place or places where such
Debentures may be surrendered for conversion.

SECTION  11.8   Redemption upon Occurrence of Trust Tax Event.

         If, at any time after       , a Trust Tax Event shall occur and be
continuing, the



<PAGE>   60

Company shall have the right, within 90 days following the occurrence of such
Trust Tax Event, to elect to redeem the Debentures in whole or in part, upon not
less than 30 nor more than 60 days' notice at the Redemption Price for cash
equal to the aggregate unpaid principal amount thereof plus accrued and unpaid
interest thereon (including Additional Interest and Additional Sums, if any) to
the date fixed for redemption.

SECTION 11.9 Exchange of Trust Securities for Debentures.

         (a) At any time, the Company shall have the right to terminate the
Trust and cause the Debentures to be distributed to the holders of the Trust
Securities in liquidation of the Trust after satisfaction of liabilities to
creditors of the Trust as provided by applicable law.

         (b) If a Trust Special Event shall occur, the Company shall give the
Trustee notice of the same. If a Trust Special Event shall occur and be
continuing, the Declaration requires the Property Trustee and the Administrative
Trustees (as defined in the Declaration) under the Declaration to direct the
Conversion Agent under the Declaration to exchange all outstanding Trust
Securities for the Debentures having an aggregate unpaid principal amount equal
to the aggregate Liquidation Amount of the Trust Securities to be exchanged with
accrued and unpaid interest in an amount equal to any unpaid distributions
(including any Additional Amounts (as defined in the Declaration)) on the Trust
Securities, provided that, in the case of a Trust Tax Event, the Company shall
have the right to direct the Conversion Agent that less than all, or none, of
the Trust Securities be so exchanged (i) if and for so long as the Company shall
have elected to pay any Additional Sums (as defined in the Declaration) such
that the net amounts received by holders of the Trust Securities not so
exchanged in respect of distributions are not reduced as a result of such Trust
Tax Event, and shall not have revoked any such election or failed to make such
payments or (ii) if the Company shall instead elect to redeem the Debentures, in
whole or in part, in the manner set forth in Section 11.8.

SECTION 11.10 Interest on Converted Debentures.

         If any Debenture called for redemption is converted, any money
deposited with the Trustee or with any Paying Agent or so segregated and held in
trust for the redemption of such Debenture shall be paid to the Company upon
Company Request or, if then held by the Company, shall be released from such
trust.

                                   ARTICLE XII

                            CONVERSION OF DEBENTURES

SECTION 12.1 Conversion Rights.

         Subject to and upon compliance with the provisions of this Article, the
Debentures are convertible, at the option of the Holder, at any time prior to
the Conversion Expiration Date, into fully paid and nonassessable shares of
Common Stock of the Company at an initial conversion rate of shares of Common
Stock for each $ in aggregate principal amount of



<PAGE>   61


Debentures (equal to a conversion price of $ principal amount of Debentures per
share of Common Stock, subject to adjustment as described in this Article (as
adjusted, the "Conversion Price")). The Company shall give notice to the
Conversion Agent immediately upon payment of the foregoing dividend. A Holder of
Debentures may convert any portion of the principal amount of the Debentures
into that number of fully paid and nonassessable shares of Common Stock
(calculated as to each conversion to the nearest 1/100th of a share) obtained by
dividing the principal amount of the Debentures to be converted by the
Conversion Price. In case a Debenture or portion thereof is called for
redemption, such conversion right in respect of the Debenture or portion so
called shall expire at the close of business on the Conversion Expiration Date.

SECTION 12.2 Conversion Procedures.

         (a) In order to convert all or a portion of the Debentures, the Holder
thereof shall deliver to the Trustee, as conversion agent or to such other agent
appointed for such purposes (the "Conversion Agent") an irrevocable Notice of
Conversion setting forth the principal amount of Debentures to be converted, and
the name or names, if other than the Holder, in which the shares of Common Stock
should be issued upon conversion together with the Debentures to be converted,
duly endorsed or assigned to the Company or in blank. In addition, a holder of
Trust Securities may exercise its right under the Declaration to convert such
Trust Securities into Common Stock by delivering to the Conversion Agent an
irrevocable Notice of Conversion setting forth the information called for by the
preceding sentence and directing the Conversion Agent (i) to exchange such Trust
Preferred Security for a portion of the Debentures held by the Trust (at an
exchange rate of $ principal amount at of Debentures for each $ of Liquidation
Amount of Trust Securities) and (ii) to immediately convert such Debentures, on
behalf of such holder, into Common Stock of the Company pursuant to this Article
and, if such Trust Securities are in definitive form, surrendering such Trust
Securities to the Conversion Agent. So long as the Trust Securities are
outstanding, the Conversion Agent shall not convert any Debentures except
pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder
of Trust Securities. If a Notice of Conversion is delivered on or after a
Regular Record Date and prior to the subsequent Interest Payment Date (other
than with respect to a Debenture which has been called for redemption on a date
within such period), the Holder of record on the Regular Record Date will be
entitled to receive the interest paid on the subsequent Interest Payment Date on
the portion of Debentures to be converted notwithstanding the conversion thereof
prior to such Interest Payment Date. Except as otherwise provided in the
immediately preceding sentence, in the case of any Debenture which is converted,
interest whose Stated Maturity is on or after the date of conversion of such
Debenture shall not be payable, and the Company shall not make nor be required
to make any other payment, adjustment or allowance with respect to accrued but
unpaid interest on the Debentures being converted, which shall be deemed to be
paid in full. Each conversion shall be deemed to have been effected immediately
prior to the close of business on the day on which the Notice of Conversion was
received (the "Conversion Date") by the Conversion Agent from the Holder or from
a holder of the Trust Securities effecting a conversion thereof pursuant to its
conversion rights under the Declaration, as the case may be. The Person or
Persons entitled to receive the Common Stock issuable upon such conversion shall
be treated for all purposes as


<PAGE>   62


the record holder or holders of such Common Stock as of the Conversion Date and
such Person or Persons shall cease to be a record Holder or record Holders of
the Debentures on that date. As promptly as practicable on or after the
Conversion Date, the Company shall issue and deliver at the office of the
Conversion Agent, unless otherwise directed by the Holder in the Notice of
Conversion, a certificate or certificates for the number of full shares of
Common Stock issuable upon such conversion, together with the cash payment, if
any, in lieu of any fraction of any share to the Person or Persons entitled to
receive the same. The Conversion Agent shall deliver such certificate or
certificates to such Person or Persons.

         (b) The Company's delivery upon conversion of the fixed number of
shares of Common Stock into which the Debentures are convertible (together with
the cash payment, if any, in lieu of fractional shares) shall be deemed to
satisfy the Company's obligation to pay the principal amount of the portion of
Debentures so converted and any unpaid interest (including Additional Interest
and Additional Sums, if any) accrued on such Debentures at the time of such
conversion.

         (c) No fractional shares of Common Stock will be issued as a result of
conversion, but in lieu thereof, the Company shall pay to the Conversion Agent,
a cash adjustment in an amount equal to the same fraction of the Closing Price
with respect to such fractional interest on the date on which the Debentures or
Trust Preferred Securities, as the case may be, were duly surrendered to the
Conversion Agent for conversion, and the Conversion Agent in turn will make such
payment, if any, to the Holder of the Securities or the holder of the Trust
Securities so converted.

         (d) In the event of the conversion of any Debenture in part only, a new
Debenture or Debentures for the unconverted portion thereof will be issued in
the name of the Holder thereof upon the cancellation of the Debenture converted
in part in accordance with Section 3.5 or with respect to the Debentures
evidenced by a Global Debenture or otherwise held by the Property Trustee, by
the Trustee indicating the reduced principal amount of such Global Debenture on
the schedule attached thereto.

         (e) In effecting the conversion transactions described in this Section,
the Conversion Agent is acting as agent of the holders of Trust Securities (in
the exchange of Trust Securities for Debentures) and as agent of the Holders of
Debentures (in conversion of Debentures into Common Stock), as the case may be,
directing it to effect such conversion transactions. The Conversion Agent is
hereby authorized (i) to exchange Debentures held by the Trust from time to time
for Trust Securities in connection with the conversion of such Trust Securities
in accordance with this Article and (ii) to convert all or a portion of the
Debentures into Common Stock and thereupon to deliver such shares of Common
Stock in accordance with the provisions of this Article and to deliver to the
Property Trustee a new Debenture or Debentures for any resulting unconverted
principal amount.

SECTION 12.3 Expiration of Conversion Rights.

         The conversion rights of the Holders shall expire on the close of
business on the Business


<PAGE>   63


Day prior to the maturity date of the Debentures, or, in the case of Debentures
called for redemption, at the close of business on the Business Day prior to the
Redemption Date unless the Company defaults in making the payment due upon
redemption (the "Conversion Expiration Date").

SECTION  12.4   Conversion Price Adjustments.

         The Conversion Price shall be subject to adjustment (without
duplication) from time to time as follows:

         (a) In case the Company shall, while any of the Debentures are
outstanding, (i) pay a dividend or make a distribution with respect to its
Common Stock in shares of Common Stock , (ii) subdivide its outstanding shares
of Common Stock, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares or (iv) reclassify its shares of Common Stock into
shares of Common Stock and securities other than shares of Common Stock not
constituting a Fundamental Change, then the Conversion Price and the number and
kind of shares of Common Stock and such other securities receivable upon a
conversion of Debentures in effect immediately prior to such action shall be
adjusted so that the Holder of any Debentures thereafter surrendered for
conversion shall be entitled to receive the number of shares of Common Stock and
such other securities of the Company which such Holder would have owned
immediately prior thereto if such Debenture had been converted immediately prior
thereto. An adjustment made pursuant to this subsection (a) shall become
effective immediately after the record date in the case of a dividend or other
distribution and shall become effective immediately after the effective date in
case of a subdivision, combination or reclassification (or immediately after the
record date if a record date shall have been established for such event). If, as
a result of an adjustment made pursuant to this subsection (a), the Holder of
any Debenture thereafter surrendered for conversion shall become entitled to
receive shares of two or more classes or series of Capital Stock of the Company,
the Board of Directors, whose determination shall be conclusive and shall be
described in a Board Resolution shall determine the allocation of the adjusted
Conversion Price between or among shares of such classes or series of Capital
Stock. In the event that such dividend, distribution, subdivision, combination
or reclassification is not so paid or made, the Conversion Price shall again be
adjusted to be the Conversion Price which would then be in effect if such record
date had not been fixed.

         (b) In case the Company shall, while any of the Debentures are
Outstanding, issue rights or warrants to all holders of its Common Stock
entitling them (for a period expiring within 45 days after the record date
mentioned below) to subscribe for or purchase shares of Common Stock at a price
per share less than the Current Market Price per share of Common Stock on the
record date mentioned below, the Conversion Price for the Debentures shall be
adjusted so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the date of issuance of such
rights or warrants by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the record date
mentioned below, plus the number of shares which the aggregate offering price of
the total number of shares so offered for subscription or purchase would
purchase at such Current Market Price, and of which the denominator shall be the
number of shares of Common Stock outstanding at the close of business on the
record date mentioned


<PAGE>   64


below, plus the number of additional shares of Common Stock offered for
subscription or purchase. Such adjustment shall become effective immediately
after the record date for the determination of stockholders entitled to receive
such rights or warrants. For the purposes of this subsection, the number of
shares of Common Stock at any time outstanding shall not include shares held in
the treasury of the Company. In case any rights or warrants referred to in this
subsection in respect of which an adjustment shall have been made shall expire
unexercised, within 45 days after the same shall have been distributed or issued
by the Company, the Conversion Price shall be readjusted at the time of such
expiration to the Conversion Price that would have been in effect if no
adjustment had been made on account of the distribution or issuance of such
expired rights or warrants.

         (c) Subject to the last sentence of this subsection (c), in case the
Company shall, by dividend or otherwise, distribute to all holders of its Common
Stock evidences of its indebtedness, shares of any class or series of Capital
Stock, cash or assets (including securities, but excluding any rights or
warrants referred to in subsection (b), any dividend or distribution paid
exclusively in cash and any dividend or distribution referred to in Section
12.4(a)), the Conversion Price shall be reduced so that the same shall equal the
price determined by multiplying the Conversion Price in effect immediately prior
to the close of business on the date fixed for the determination of stockholders
entitled to such distribution (the "Reference Date") by a fraction of which the
numerator shall be the Current Market Price per share of the Common Stock on the
Reference Date less the fair market value (as determined in good faith by the
Board of Directors, whose determination shall be conclusive and described in a
Board Resolution), on the Reference Date, of the portion of the evidences of
indebtedness, shares of Capital Stock, cash and assets so distributed applicable
to one share of Common Stock and the denominator shall be such Current Market
Price per share of the Common Stock, such reduction to become effective
immediately prior to the opening of business on the day following the Reference
Date. In the event that such dividend or distribution is not so paid or made,
the Conversion Price shall again be adjusted to be the Conversion Price which
would then be in effect if such dividend or distribution had not occurred. For
purposes of this subsection (c), any dividend or distribution that includes
shares of Common Stock or rights or warrants to subscribe for or purchase shares
of Common Stock shall be deemed instead to be (i) a dividend or distribution of
the evidences of indebtedness, shares of Capital Stock, cash or assets other
than such shares of Common Stock or such rights or warrants (making any
Conversion Price reduction required by this subparagraph (c)) immediately
followed by (ii) a dividend or distribution of such shares of Common Stock or
such rights or warrants (making any further Conversion Price reduction required
by subsection (a) or (b)), except any shares of Common Stock included in such
dividend or distribution shall not be deemed outstanding for purposes of
computing any adjustment of the Conversion Price in subsection (a).

         (d) In case the Company shall pay or make a dividend or other
distribution on its Common Stock exclusively in cash (excluding all (i) regular
quarterly cash dividends that do not exceed the per share amount of the
immediately preceding regular quarterly cash dividend (as adjusted to reflect
any of the events referred to in Sections 12.4(a), 12.4(b) or 12.4(c)) and (ii)
regular quarterly cash dividends if the annualized amount thereof per share of
Common Stock does not exceed 10% of the Current Market Price per share of the
Common Stock on the


<PAGE>   65


Trading Day immediately preceding the date of declaration of such dividend), the
Conversion Price shall be reduced so that the same shall equal the price
determined by multiplying the Conversion Price in effect immediately prior to
the effectiveness of the Conversion Price reduction contemplated by this
subsection (d) by a fraction, of which the numerator shall be the Current Market
Price per share of the Common Stock on the date fixed for the payment of such
distribution less the amount of cash so distributed (excluding that portion of
such distribution that does not exceed 10% of the Current Market Price per
share, determined as provided above) applicable to one share of Common Stock and
of which the denominator shall be such Current Market Price per share of the
Common Stock, such reduction to become effective immediately prior to the
opening of business on the day following the date fixed for the payment of such
distribution; provided, however, that in the event the portion of the cash so
distributed applicable to one share of Common Stock is equal to or greater than
the Current Market Price per share of the Common Stock on the record date
mentioned above (excluding that portion of such distribution that does not
exceed 10% of the Current Market Price per share, determined as provided above),
in lieu of the foregoing adjustment adequate provision shall be made so that
each Holder of Debentures shall have the right to receive upon conversion the
amount of cash such Holder would have received had such Holder converted such
Debenture(s) immediately prior to the record date for the distribution of the
cash (less that portion of such distribution that does not exceed 10% of the
Current Market Price per share, determined as provided above). In the event that
such dividend or distribution is not so paid or made, the Conversion Price shall
again be adjusted to be the Conversion Price which would then be in effect if
such record date had not been fixed.

         (e) In case a tender or exchange offer (other than an odd-lot offer)
made by the Company or any Subsidiary of the Company for all or any portion of
the Common Stock shall expire and such tender or exchange offer shall involve
the payment by the Company or such Subsidiary of consideration per share of
Common Stock having a fair market value (as determined in good faith by the
Board of Directors, whose determination shall be conclusive and described in a
Board Resolution) at the last time (the "Expiration Time") tenders or exchanges
may be made pursuant to such tender or exchange offer as it shall have been
amended) that exceeds 110% of the Current Market Price per share of the Common
Stock on the Trading Day next succeeding the Expiration Time, the Conversion
Price shall be reduced so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the
effectiveness of the Conversion Price reduction contemplated by this subsection
(e) by a fraction, of which the numerator shall be the number of shares of
Common Stock outstanding (including any shares tendered or exchanged in such
offer) at the Expiration Time (including the Purchased Shares, as defined below)
multiplied by the Current Market Price per share of the Common Stock on the
Trading Day next succeeding the Expiration Time and of which the denominator
shall be the sum of (x) the fair market value (determined as aforesaid) of the
aggregate consideration payable to stockholders based on the acceptance (up to
any maximum specified in the terms of the tender or exchange offer) of all
shares validly tendered or exchanged and not withdrawn as of the Expiration Time
(the shares deemed so accepted, up to any such maximum, being referred to as the
"Purchased Shares") (excluding that portion of such consideration that does not
exceed 110% of the Current Market Price per share of the Common Stock on the
Trading Day next succeeding the Expiration Time) and (y) the product of the


<PAGE>   66

number of shares of Common Stock outstanding (less any Purchased Shares) at the
Expiration Time and the Current Market Price per share of the Common Stock on
the Trading Day next succeeding the Expiration Time, such reduction to become
effective immediately prior to the opening of business on the day following the
Expiration Time. In the event that no shares are validly accepted in such tender
or exchange offer, the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect if such record date had not been
fixed.

         (f) The Company shall have the right to reduce from time to time the
Conversion Price by any amount selected by the Company for any period of at east
20 days, provided, that the Company shall give at least 15 days' prior notice of
such reduction to the Trustee, the Property Trustee, the Conversion Agent, the
holders of the Trust Securities (if the Trust then holds Debentures) and other
Holders of the Debentures. The Company may, at its option, make such reductions
in the Conversion Price, in addition to those set forth above in Sections
12.4(a) through (e), as the Board of Directors deems advisable to avoid or
diminish any income tax to holders of Common Stock resulting from any dividend
or distribution of stock (or rights to acquire stock) or from any event treated
as such for income tax purposes.

         (g) No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in the
Conversion Price; provided, however, that any adjustments which by reason of
this subsection (g) are not required to be made shall be carried forward and
taken into account in determining whether any subsequent adjustment shall be
required. There shall be no adjustment of the Conversion Price in case of the
issuance of any Capital Stock (or securities convertible into or exchangeable
for Capital Stock) of the Company except as specifically described in this
Article.

         (h) The Company may make such reductions in the Conversion Price, in
addition to those required by subsections (a) through (f), as the Board of
Directors considers to be advisable to avoid or diminish any income tax to
holders of Common Stock or rights to purchase Common Stock resulting from any
dividend or distribution of stock (or rights to acquire stock) or from any event
treated as such for income tax purposes. The Company from time to time may
reduce the Conversion Price by any amount for any period of time if the period
is at least 20 days, the reduction is irrevocable during the period, and the
Board of Directors shall have made a determination that such reduction would be
in the best interests of the Company, which determination shall be conclusive.
Whenever the Conversion Price is reduced pursuant to the preceding sentence, the
Company shall mail to Holders of record of the Debentures a notice of the
reduction at least 15 days prior to the date the reduced Conversion Price takes
effect, and such notice shall state the reduced Conversion Price and the period
it will be in effect.

         (i) If any action would require adjustment of the Conversion Price
pursuant to more than one of the provisions described above, only one adjustment
shall be made and such adjustment shall be the amount of adjustment that has the
highest absolute value to the Holders of the Debentures.

SECTION 12.5 Fundamental Change.




<PAGE>   67

         (a) In the event that the Company is a party to any transaction
(including, without limitation, a merger other than a merger that does not
result in a reclassification, conversion, exchange or cancellation of Common
Stock), consolidation, continuance, sale of all or substantially all of the
assets of the Company, recapitalization, holding company reorganization (whether
pursuant to Section 251(g) of the Delaware General Corporation Law or otherwise)
or reclassification of Common Stock (other than a change in par value, or from
par value to no par value, or from no par value to par value or as a result of a
subdivision or combination of Common Stock) or any compulsory share exchange
(each of the foregoing being referred to as a "Transaction"), in each case, as a
result of which shares of Common Stock shall be converted into the right to
receive, or shall be exchanged for, (i) in the case of any Transaction other
than a Transaction involving a Stock Fundamental Change (and subject to funds
being legally available for such purpose under applicable law at the time of
such conversion), securities, cash or other property, each Debenture shall
thereafter be convertible into the kind and, in the case of a Transaction which
does not involve a Fundamental Change, amount of securities, cash and other
property receivable upon the consummation of such Transaction by a holder of
that number of shares of Common Stock into which a Debenture was convertible
immediately prior to such Transaction, or (ii) in the case of a Transaction
involving a Stock Fundamental Change (and subject to funds being legally
available for such purpose under applicable law at the time of such conversion),
securities, cash or other property, each Debenture shall thereafter be
convertible (in the manner described herein) into Common Stock of the kind
received by holders of Common Stock (but in each case after giving effect to any
adjustment discussed in subsections (b) and (c) relating to a Fundamental Change
if such Transaction constitutes a Fundamental Change). The Holders of Debentures
will have no voting rights with respect to any Transaction described in this
section.

         (b)    If any Fundamental Change occurs, then the Conversion Price in
effect will be adjusted immediately after such Fundamental Change as described
in subsection (c) below. In addition, in the event of a Stock Fundamental
Change, each Debenture shall be convertible solely into Common Stock of the kind
received by holders of Common Stock as a result of such Stock Fundamental
Change.

         (c)    The Conversion Price in the case of any Transaction involving a
Fundamental Change will be adjusted immediately after such Fundamental Change as
follows:

                (1) in the case of a Non-Stock Fundamental Change, the
         Conversion Price immediately following such Non-Stock Fundamental
         Change will be the lower of (A) the Conversion Price in effect
         immediately prior to such Non-Stock Fundamental Change (after giving
         effect to any other prior adjustments), and (B) the result obtained by
         multiplying the greater of the Applicable Price and the then applicable
         Reference Market Price by a fraction of which the numerator will be 100
         and of which the denominator will be an amount based upon the date such
         Non-Stock Fundamental Change occurs. For the 12-month period beginning
         (and during the period from to ), the denominator used in the
         immediately preceding sentence will be %, and such denominator will
         decrease by % during each


<PAGE>   68

         successive 12-month period, provided that in no event shall the
         denominator be less than 100%; and

                (2)    in the case of a Stock Fundamental Change, the Conversion
         Price immediately following such Stock Fundamental Change will be the
         Conversion Price in effect immediately prior to such Stock Fundamental
         Change (after giving effect to any other prior adjustments) as adjusted
         by multiplying such Conversion Price by a fraction, of which the
         numerator will be the Purchaser Stock Price and of which the
         denominator will be the Applicable Price; provided, however, that in
         the event of a holding company reorganization of the Company (whether
         effected in accordance with Section 251(g) of the Delaware General
         Corporation Law or otherwise) or in the event of a Stock Fundamental
         Change in which (A) 100% of the value of the consideration received by
         a holder of Common Stock is Common Stock of the successor, acquiror or
         other third party (and cash, if any, is paid only with respect to any
         fractional interests in such Common Stock resulting from such Stock
         Fundamental Change) and (B) all of the Common Stock will have been
         exchanged for, converted into, or acquired for Common Stock (and cash
         with respect to fractional interests) of the successor, acquiror, or
         other third party, the Conversion Price immediately following such
         Stock Fundamental Change will be the Conversion Price in effect
         immediately prior to such Stock Fundamental Change as adjusted by
         multiplying such Conversion Price by a fraction, of which the numerator
         will be one and the denominator will be the number of shares of Common
         Stock of the holding company, successor, acquiror or other third party
         received by a holder of one share of Common Stock as a result of such
         Stock Fundamental Change.

SECTION 12.6 Notice of Adjustments of Conversion Price.

         Whenever the Conversion Price is adjusted as herein provided:

         (a) the Company shall compute the adjusted Conversion Price and shall
prepare a certificate signed by the Chief Financial Officer or the Treasurer of
the Company setting forth the adjusted Conversion Price and showing in
reasonable detail the facts upon which such adjustment is based, and such
certificate shall forthwith be filed with the Trustee, the Conversion Agent, the
Property Trustee and the transfer agent for the Trust Securities and the
Debentures; and

         (b) a notice stating the Conversion Price has been adjusted and setting
forth the adjusted Conversion Price shall as soon as practicable be mailed by
the Company to all record holders of Trust Securities and the Debentures at
their last addresses as they appear upon the transfer books of the Company and
the Trust and the Securities Registrar.

SECTION  12.7   Prior Notice of Certain Events.

         In case:

         (i) the Company shall (A) declare any dividend (or any other
distribution) on its


<PAGE>   69

Common Stock, other than (x) a dividend payable in shares of Common Stock or (y)
a dividend payable in cash that would not require an adjustment pursuant to
Section 12.4(c) or (d) or (B) authorize a tender or exchange offer that would
require an adjustment pursuant to Section 12.4(e) (or shall amend any such
tender or exchange offer to change the maximum number of shares being sought or
the amount or type of consideration being offered (including by exchange)
therefor);

         (ii) the Company shall authorize the granting to all holders of Common
Stock of rights or warrants to subscribe for or purchase any shares of Capital
Stock of any class or series or of any other rights or warrants;

         (iii) of any reclassification of Common Stock (other than a subdivision
or combination of the outstanding Common Stock, or a change in par value, or
from par value to no par value, or from no par value to par value), or of any
consolidation or merger to which the Company is a party and for which approval
of stockholders of the Company shall be required, or of the sale or transfer of
all or substantially all of the assets of the Company or of any compulsory share
exchange whereby the Common Stock is converted into other securities, cash or
other property; or

         (iv) of the voluntary or involuntary dissolution, liquidation or
winding up of the Company;

then the Company, (A) shall if any Trust Securities are outstanding under the
Declaration, cause to be filed with the transfer agent for the Trust Securities,
and shall cause to be mailed to the holders of record of the Trust Securities,
at their last addresses as they shall appear upon the transfer books of the
Trust or (B) shall cause to be mailed to all Holders at their last addresses as
they shall appear in the Security Register, at least 15 days prior to the
applicable record, effective or expiration date hereinafter specified, a notice
stating (x) the date on which a record (if any) is to be taken for the purpose
of such dividend, distribution, rights or warrants or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution, rights or warrants are to be determined, (y) the
date on which such reclassification, consolidation, merger, sale, transfer,
share exchange, dissolution, liquidation or winding up is expected to become
effective, and the date as of which it is expected that holders of Common Stock
of record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, share exchange, dissolution, liquidation
or winding up or (z) the date on which such tender or exchange offer (other than
an exchange offer contemplated by clause (y) above) commenced, the date on which
such tender or exchange offer is scheduled to expire unless extended, the
consideration offered and the other material terms thereof (or the material
terms of any amendment thereto); but no failure to mail such notice or any
defect therein or in the mailing thereof shall affect the validity of the
corporate action required to be specified in such notice.

SECTION  12.8   Dividend Reinvestment and Other Plans.



<PAGE>   70

         Notwithstanding anything to the contrary in this Article, no adjustment
of the Conversion Price will be made upon the issuance of any shares of Common
Stock of the Company pursuant to any present or future plan providing for the
reinvestment of dividends or interest payable on securities of the Company and
the investment of additional optional amounts in shares of Common Stock of the
Company under any such plan, or the issuance of any shares of Common Stock or
options or rights to purchase such shares pursuant to any present or future
employee benefit plan or program of the Company or pursuant to any option,
warrant, right, or exercisable, exchangeable or convertible security which does
not constitute an issuance to all holders of Common Stock or a class thereof, of
rights or warrants entitling holders of such rights or warrants to subscribe for
or purchase Common Stock at less than the Current Market Price.

SECTION  12.9   Certain Additional Rights.

         In case the Company shall, by dividend or otherwise, declare or make a
distribution on its Common Stock referred to in Section 12.4(c) or 12.4(d)
(including, without limitation, dividends or distributions referred to in the
last sentence of Section 12.4(c)), the Holders of the Debentures upon the
conversion thereof subsequent to the close of business on the date fixed for the
determination of stockholders entitled to receive such distribution and prior to
the effectiveness of the Conversion Price adjustment in respect of such
distribution, shall also be entitled to receive for each share of Common Stock
into which the Debentures are converted, the portion of the shares of Common
Stock, rights, warrants, evidences of indebtedness, shares of Capital Stock,
cash and assets so distributed applicable to one share of Common Stock;
provided, however, that, at the election of the Company with respect to all
Holders so converting, the Company may, in lieu of distributing to such Holder
any portion of such distribution not consisting of cash or securities of the
Company, pay such Holder an amount in cash equal to the fair market value
thereof (as determined in good faith by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution). If any
conversion of Debentures described in the immediately preceding sentence occurs
prior to the payment date for a distribution to holders of Common Stock which
the Holder of Debentures so converted is entitled to receive in accordance with
the immediately preceding sentence, the Company may elect (such election to be
evidenced by a Board Resolution) to distribute to such Holder a due bill for the
shares of Common Stock, rights, warrants, evidences of indebtedness, shares of
Capital Stock, cash or assets to which such Holder is so entitled, provided,
that such due bill (i) meets any applicable requirements of the principal
national securities exchange or other market on which the Common Stock is then
traded and (ii) requires payment or delivery of such shares of Common Stock,
rights, warrants, evidences of indebtedness, shares of Capital Stock, cash or
assets no later than the date of payment or delivery thereof to holders of
shares of Common Stock receiving such distribution.

SECTION  12.10   Reservation of Common Stock; Taxes.

         (a) The Company shall at all times reserve and keep available, free
from preemptive rights, out of its authorized and unissued Common Stock solely
for issuance upon the conversion of the Debentures, such number of shares of
Common Stock as shall from time to


<PAGE>   71

time be issuable upon the conversion of all the Debentures then outstanding.
Notwithstanding the foregoing, the Company shall be entitled to deliver upon
conversion of Debentures shares of Common Stock reacquired and held in the
treasury of the Company (in lieu of the issuance of authorized and unissued
shares of Common Stock) so long as any such treasury shares are free and clear
of all liens, charges, security interests or encumbrances. Any shares of Common
Stock issued upon conversion of the Debentures shall be duly authorized, validly
issued and fully paid and nonassessable. The Conversion Agent shall deliver the
shares of Common Stock received upon conversion of the Debentures to the
converting Holder free and clear of all liens, charges, security interests and
encumbrances, except for United States withholding taxes. The Company shall use
its commercially reasonable efforts to obtain and keep in force such
governmental or regulatory permits or other authorizations as may be required by
law, and shall comply with all applicable requirements as to registration or
qualification of the Common Stock (and all requirements to list the Common Stock
issuable upon conversion of Debentures that are at the time applicable), in
order to enable the Company to lawfully issue Common Stock to each Holder upon
conversion of the Debentures.

         (b) The Company will pay any and all taxes that may be payable in
respect of the issue or delivery of shares of Common Stock on conversion of
Debentures. The Company shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issue and delivery of
shares of Common Stock in a name other than that in which the Debentures so
converted were registered, and no such issue or delivery shall be made unless
and until the Person requesting such issue has paid to the Conversion Agent the
amount of any such tax, or has established to the satisfaction of the Conversion
Agent that such tax has been paid.

         (c) Nothing in this Article shall limit the requirement of the Company
to withhold taxes pursuant to the terms of the Debentures or as set forth in the
Indenture or otherwise require the Trustee or the Company to pay any amounts on
account of such withholdings.

SECTION  12.11  Trustee Not Responsible for Determining Conversion Price or
                Adjustments.

         Neither the Trustee nor any Conversion Agent shall at any time be under
any duty or responsibility to any Holder of any Debenture to determine whether
any facts exist which may require any adjustment of the Conversion Price, or
with respect to the nature or extent of any such adjustment when made, or with
respect to the method employed, or whether any indenture supplemental hereto
needs be entered into. Neither the Trustee nor any Conversion Agent shall be
accountable with respect to the validity or value (or the kind or amount) of any
shares of Common Stock or of any securities or property, which may at any time
be issued or delivered upon the conversion of any Debenture; and neither the
Trustee nor any Conversion Agent makes any representation with respect thereto.
Neither the Trustee nor any Conversion Agent shall be responsible for any
failure of the Company to made any cash payment or to issue, transfer or deliver
any shares of Common Stock or stock certificates or other securities or property
upon the surrender of any Debenture for the purpose of conversion. All
Debentures delivered for conversion shall be delivered to the Trustee to be
canceled by or at the discretion of the Trustee, which shall dispose of the same
as provided in Section 3.9.


<PAGE>   72
                                  ARTICLE XIII

                           SUBORDINATION OF DEBENTURES

SECTION 13.1    Agreement to Subordinate.

         The Company, for itself, its successors and assigns, covenants and
agrees, and each Holder of Debentures, by his acceptance thereof, likewise
covenants and agrees, that the payment of the principal of (and premium, if
any), interest on each and all of the Debentures is hereby expressly
subordinated, to the extent and in the manner hereinafter set forth, in right of
payment to the prior payment in full of all Senior Debt.

SECTION 13.2    Distribution on Dissolution, Liquidation and Reorganization;
                Subrogation of Debentures.

         Upon any distribution of assets of the Company upon any dissolution,
winding up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for
the benefit of creditors or any other marshalling of the assets and liabilities
of the Company or otherwise (subject to the power of a court of competent
jurisdiction to make other equitable provision reflecting the rights conferred
in this Indenture upon the Senior Debt and the holders thereof with respect to
the Debentures and the Holders thereof by a lawful plan or reorganization under
applicable bankruptcy law),

                (a)    the holders of all Senior Debt shall be entitled to
receive payment in full of the principal thereof, premium, if any, interest, and
any interest thereon, due thereon before the Holders of the Debentures are
entitled to receive any payment upon the principal, premium, interest of or on
the Debentures or interest on overdue amounts thereof; and

                (b)    any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities, to which the
Holders of the Debentures or the Trustee would be entitled except for the
provisions of this Article XIII shall be paid by the liquidating trustee or
agent or other person making such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
holders of Senior Debt or their representative or representatives or to the
trustee or trustees under any indenture under which any instruments evidencing
any of such Senior Debt may have been issued, ratably according to the aggregate
amounts remaining unpaid on account of the principal of, premium, if any,
interest, and any interest thereon, on the Senior Debt held or represented by
each, to the extent necessary to make payment in full of all Senior Debt
remaining unpaid, after giving effect to any concurrent payment or distribution
to the holders of such Senior Debt; and

                (c)    in the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, shall be received by the Trustee or the
Holders of the Debentures before all Senior Debt is paid in full, such payment
or distribution shall be paid over to the holders of such Senior



<PAGE>   73

Debt or their representative or representatives or to the trustee or trustees
under any indenture under which any instruments evidencing any of such Senior
Debt may have been issued, ratably as aforesaid, for application to the payment
of all Senior Debt remaining unpaid until all such Senior Debt shall have been
paid in full, after giving effect to any concurrent payment or distribution to
the holders of such Senior Debt.

         Subject to the payment in full of all Senior Debt, the Holders of the
Debentures shall be subrogated to the rights of the holders of Senior Debt to
receive payments or distributions of cash, property or securities of the Company
applicable to Senior Debt until the principal, premium, interest, and any
interest thereon, of or on the Debentures shall be paid in full and no such
payments or distributions to the Holders of the Debentures of cash, property or
securities otherwise distributable to the Senior Debt shall, as between the
Company, its creditors other than the holders of Senior Debt, and the Holders of
the Debentures, be deemed to be a payment by the Company to or on account of the
Debentures. It is understood that the provisions of this Article XIII are and
are intended solely for the purpose of defining the relative rights of the
Holders of the Debentures, on the one hand, and the holders of Senior Debt, on
the other hand. Nothing contained in this Article XIII or elsewhere in this
Indenture or in the Debentures is intended to or shall impair, as between the
Company, its creditors other than the holders of Senior Debt, and the Holders of
the Debentures, the obligation of the Company, which is unconditional and
absolute, to pay to the Holders of the Debentures the principal, premium,
interest, and any interest thereon, of or on the Debentures as and when the same
shall become due and payable in accordance with their terms, or to affect the
relative rights of the Holders of the Debentures and creditors of the Company
other than the holders of Senior Debt, nor shall anything herein or in the
Debentures prevent the Trustee or the Holder of any Debenture from exercising
all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article XIII of the holders
of Senior Debt in respect of cash, property or securities of the Company
received upon the exercise of any such remedy. Upon any payment or distribution
of assets of the Company referred to in this Article XIII, the Trustee shall be
entitled to conclusively rely upon a certificate of the liquidating trustee or
agent or other person making any distribution to the Trustee for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of Senior Debt and other indebtedness of the Company, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon, and all
other facts pertinent thereto or to this Article XIII.

         The Trustee, however, shall not be deemed to owe any fiduciary duty to
the holders of Senior Debt. The Trustee shall not be liable to any such holder
if it shall pay over or distribute to or on behalf of Holders of Debentures or
the Company moneys or assets to which any holder of Senior Debt shall be
entitled by virtue of this Article XIII. The rights and claims of the Trustee
under Section 6.7 shall not be subject to the provisions of this Article XIII.

         If the Trustee or any Holder of Debentures does not file a proper claim
or proof of debt in the form required in any proceeding referred to above prior
to 30 days before the expiration of the time to file such claim in such
proceeding, then the holder of any Senior Debt is hereby authorized, and has the
right, to file an appropriate claim or claims for or on behalf of such Holder of
Debentures.



<PAGE>   74

SECTION 13.3    No Payment on Debentures in Event of Default on Senior Debt.

         No payment by the Company on account of principal, premium, interest or
other amounts, and any interest thereon, of or on the Debentures shall be made
unless full payment of amounts then due for principal, premium, if any, sinking
funds, and interest or other amounts on Senior Debt has been made or duly
provided for in money or money's worth.

SECTION 13.4    Payments on Debentures Permitted.

         Nothing contained in this Indenture or in any of the Debentures shall
(a) affect the obligation of the Company to make, or prevent the Company from
making, at any time except as provided in Sections 13.2 and 13.3, payments of
principal, premium, interest, and any interest thereon, of or on the Debentures
or (b) prevent the application by the Trustee of any moneys deposited with it
hereunder to the payment of or on account of the principal, premium, interest or
other amounts, and any interest thereon, of or on the Debentures unless the
Trustee shall have received at its Corporate Trust Office written notice of any
event prohibiting the making of such payment Business Days (i) prior to the date
fixed for such payment, or (ii) prior to the execution of an instrument to
satisfy and discharge this Indenture based upon the deposit of funds under
Section 4.1(a)(ii).

SECTION 13.5    Authorization of Holders of Debentures to Trustee to Effect
Subordination.

         Each Holder of Debentures by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article XIII and
appoints the Trustee his attorney-in-fact for any and all such purposes.

SECTION 13.6    Notices to Trustee.

         The Company shall give prompt written notice to a Responsible Officer
of the Trustee located at the Corporate Trust Office of the Trustee of any fact
known to the Company which would prevent the making of any payment to or by the
Trustee in respect of the Debentures. Notwithstanding the provisions of this
Article XIII or any other provisions of this Indenture, neither the Trustee nor
any Paying Agent (other than the Company) shall be charged with knowledge of the
existence of any Senior Debt or of any event which would prohibit the making of
any payment of moneys to or by the Trustee or such Paying Agent, unless and
until the Trustee or such Paying Agent shall have received (in the case of the
Trustee, at its Corporate Trust Office) written notice thereof from the Company
or from the holder of any Senior Debt or from the trustee for or representative
of any Senior Debt together with proof satisfactory to the Trustee of such
holding of Senior Debt or of the authority of such trustee or representative;
provided, however, that if at least two Business Days prior to the date upon
which by the terms hereof any such moneys may become payable for any purpose
(including, without limitation, the payment of the principal, premium, interest,
of or on any Debenture, or any interest thereon) or the date on which the
Trustee shall execute an instrument acknowledging satisfaction and


<PAGE>   75


discharge of this Indenture, the Trustee shall not have received with respect to
such moneys or the moneys deposited with it as a condition to such satisfaction
and discharge the notice provided for in this Section 13.6, then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such moneys and to apply the same to the purpose
for which they were received, and shall not be affected by any notice to the
contrary, which may be received by it on or after such two Business Days prior
to such date. The Trustee shall be entitled to conclusively rely on the delivery
to it of a written notice by a person representing himself to be a holder of
Senior Debt (or a trustee or representative on behalf of such holder) to
establish that such a notice has been given by a holder of Senior Debt or a
trustee or representative on behalf of any such holder. In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Debt to participate in any
payment or distribution pursuant to this Article Fourteen, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Debt held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such Person under this Article XIII and,
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

SECTION 13.7    Trustee as Holder of Senior Debt.

         The Trustee shall be entitled to all the rights set forth in this
Article XIII in respect of any Senior Debt at any time held by it to the same
extent as any other holder of Senior Debt and nothing in this Indenture shall be
construed to deprive the Trustee of any of its rights as such holder.

SECTION 13.8    Modification of Terms of Senior Debt.

         Any renewal or extension of the time of payment of any Senior Debt or
the exercise by the holders of Senior Debt of any of their rights under any
instrument creating or evidencing Senior Debt, including without limitation the
waiver of default thereunder, may be made or done all without notice to or
assent from Holders of the Debentures or the Trustee.

         No compromise, alteration, amendment, modification, extension, renewal
or other change of, or waiver, consent or other action in respect of, any
liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Debt is outstanding or of such Senior Debt, whether or not such release
is in accordance with the provisions of any applicable document, shall in any
way alter or affect any of the provisions of this Article XIII or of the
Debentures relating to the subordination thereof.

                             -----------------------

         This instrument may be executed with counterpart signature pages or in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.


<PAGE>   76

           IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
   be duly executed, all as of the day and year first above written.

                                             AMERICAN CLASSIC VOYAGES CO.


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


                                             THE BANK OF NEW YORK


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










<PAGE>   77
                                                          EXHIBIT A
                                                          ----------------------
                                                          CUSIP NO. ____________


                          AMERICAN CLASSIC VOYAGES CO.

               ____% CONVERTIBLE SUBORDINATED DEBENTURE DUE _____


                AMERICAN CLASSIC VOYAGES CO., a Delaware corporation (the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
____________________, as Property Trustee for the AMCV Capital Trust I, or
registered assigns, the principal sum of
______________________________________________________________________ or such
greater or lesser principal sums as shall be noted on the Schedule attached
hereto on __________ and to pay interest on said principal sum from ___________,
____ or from the most recent interest payment date (each such date, an "Interest
Payment Date") to which interest has been paid or duly provided for, quarterly
(subject to deferral as set forth herein) in arrears on _______ , _______,
_________ and ________ of each year, commencing __________, at the rate ____%
per annum plus Additional Interest and Additional Sums (as defined in Section
1.1 of the Indenture) if any, until the principal hereof shall have become due
and payable, and on any overdue principal. The amount of interest payable for
any period will be computed on the basis of a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on this
Debenture is not a Business Day, then a payment of the interest payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay) except that,
if such Business Day is in the next succeeding calendar year, such payment shall
be made on the immediately preceding Business Day (and without any interest or
other payment in respect of any such delay), in each case with the same force
and effect as if made on the date the payment was originally payable. A
"Business Day" shall mean any day other than a day on which banking institutions
in the City of New York are authorized or required by law or executive order to
close. The interest installment so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Debenture (or one or more Predecessor Debentures,
as defined in the Indenture) is registered at the close of business on the
Regular Record Date for such interest installment, which shall be the close of
business on the fifteenth day of the month of such Interest Payment Date. Any
such interest installment not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Debenture (or one or more
Predecessor Debentures) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of Debentures not less than
10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Debentures may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.



<PAGE>   78


                The Company shall have the right at any time during the term
of this Debenture, from time to time, to extend the interest payment period of
such Debenture for a period not exceeding 20 consecutive quarters from the date
of issue or the most recent date that interest has been paid or been duly
provided for (an "Extension Period") provided that such period shall not extend
beyond the Maturity of this Debenture. During any Extension Period, interest
will compound quarterly and the Company shall have the right to make partial
payments of interest on any Interest Payment Date. At the end of any Extension
Period, the Company shall pay all interest then accrued and unpaid (together
with Additional Interest thereon to the extent that payment of such interest is
permitted by applicable law and Additional Sums, if any) to the Holder(s) in
whose names the Debentures are registered on the Regular Record Date preceding
the end of the Extension Period. "Additional Interest" means interest that shall
accrue on any interest on the Debentures that is in arrears for more than one
quarter or not paid during an Extension Period, which in either case shall
accrue at the rate per annum borne by this Debenture compounded quarterly. Prior
to the termination of any such Extension Period, the Company may further extend
the interest payment period, provided that such Extension Period together with
all such previous and further extensions thereof shall not exceed 20 consecutive
quarters or extend beyond the Maturity of this Debenture or end on a date other
than an Interest Payment Date. Upon the termination of any Extension Period and
upon the payment of all accrued and unpaid interest and any Additional Interest
then due, the Company may select a new Extension Period, subject to the
foregoing requirements. No interest shall be due and payable during an Extension
Period except at the end thereof and no default under this Debenture or Event of
Default shall be deemed to occur solely as a result of an Extension Period. The
Company shall give the Holder of this Debenture and the Trustee notice of its
selection of an Extension Period at least one Business Day prior to the earlier
of (i) the Interest Payment Date and (ii) the date that AMCV Capital Trust I is
required to give notice to __________________ or other applicable
self-regulatory organization or to holders of the Trust Securities of the record
date or the date distributions by such Trust are payable, but in any event not
less than one Business Day prior to such record date.

                Payment of the principal of and interest on this Debenture will
be made at the office or agency of the Company maintained for that purpose in
New York, New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be
made (i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or (ii) by wire transfer in
immediately available funds to such account as may be designated by the Person
entitled thereto as specified in the Security Register, so long as the
applicable Paying Agent has received proper transfer instructions in writing by
the Record Date prior to the applicable Interest Payment Date.

                The indebtedness evidenced by this Debenture is, to the extent
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Debt, and this Debenture is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as



<PAGE>   79



may be necessary or appropriate to effectuate the subordination so provided and
(c) appoints the Trustee his attorney-in-fact for any and all such purposes.
Each Holder hereof, by his acceptance hereof, waives all notice of the
acceptance of the subordination provisions contained herein and in the Indenture
by each holder of Senior Debt, whether now outstanding or hereafter incurred,
and waives reliance by each such holder upon said provisions.

                Reference is hereby made to the further provisions of the
Indenture summarized on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

                Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Debenture shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

                IN WITNESS WHEREOF, American Classic Voyages Co. has caused this
instrument to be duly executed under its corporate seal.

Dated:

                                               AMERICAN CLASSIC VOYAGES CO.


                                               By: ___________________________








<PAGE>   80

                          CERTIFICATE OF AUTHENTICATION

   This is one of the Debentures referred to in the within-mentioned Indenture

                                              THE BANK OF NEW YORK,
                                              as Trustee


                                              By:  ___________________________
                                                   Authorized Officer










<PAGE>   81
                             [Reverse of Debenture]

                This Debenture is one of a duly authorized issue of debt
securities of the Company, designated as its ____% Subordinated Convertible
Debentures Due _________ (herein called the "Debentures"), limited in aggregate
principal amount to (a) $__________ plus (b) such additional aggregate principal
amount (which may not exceed $____________ principal amount) of Debentures as
shall be purchased in connection with the exercise by the Underwriters of the
over-allotment option pursuant to the Underwriting Agreement, issued under a
Junior Convertible Subordinated Indenture, dated as of ________, ____, (the
"Indenture"), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Trustee, the Company and the Holders of
the Debentures, and of the terms upon which the securities are, and are to be,
authenticated and delivered.

                All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                The Company shall have the right to redeem this Debenture, at
the option of the Company, upon not less than 30 nor more than 60 days' notice,
without premium or penalty, in whole or in part at any time on or after ________
, ____ (an "Optional Redemption") at the following prices (expressed as
percentages of the principal amount of the Debentures) (the "Optional Redemption
Price") together with accrued and unpaid interest, including Additional Interest
and Additional Sums to, but excluding, the redemption date, if redeemed during
the 12-month period beginning ________ :

                    Year                               Redemption Price
                    ----                               ----------------

                If the Debentures are redeemed on any ________, _______,
_______, or _______, accrued and unpaid interest (including accrued and unpaid
Additional Interest, if any) shall be payable to holders of record on the
relevant record date.

                In addition, if at any time prior to the Conversion Expiration
Date less than ten percent (10%) in principal amount of the Debentures
originally issued by the Company remain outstanding, such Debentures shall be
redeemable, at the option of the Company, exercisable at any time in whole but
not in part, at a Redemption Price equal to the aggregate unpaid principal
amount thereof, and all accrued and unpaid interest due thereon.

                So long as the corresponding Trust Securities are outstanding,
the proceeds from the redemption of any of the Debentures will be used by the
Property Trustee to redeem Trust Securities. In addition, so long as the Trust
Securities are outstanding, the proceeds from any repayment or prepayment of the
Debentures will be used to redeem Trust Securities in accordance with the
Declaration.


<PAGE>   82

                If the Debentures are only partially redeemed by the Company
pursuant to an Optional Redemption, the Debentures will be redeemed pro rata or
by lot or by any other method utilized by the Trustee;

                In the event of redemption of this Debenture in part only, a new
Debenture or Debentures for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof, except in the case of a
Global Debenture in which case the Trustee may reflect a reduction in the
principal amount of such Global Debenture by making a notation of same in the
schedule included in such Global Debenture.

                In case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal of all of the Debentures and the
interest accrued thereon may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.

                If a Trust Special Event (as defined herein) shall occur and be
continuing, this Debenture shall be exchangeable for Trust Securities in
accordance with Section 11.9 of the Indenture, unless a Trust Special Event is a
Trust Tax Event (as defined herein), in which case this Debenture may be
redeemed by the Company in accordance with Section 11.8 of the Indenture.

                "Trust Investment Company Event" means that the Property Trustee
of the Trust, in its capacity on behalf of the AMCV Capital Trust I (the
"Trust"), shall have received an opinion of independent legal counsel having a
national tax and securities practice and that is experienced in such matters
(which opinion of counsel shall not have been rescinded by such law firm) to the
effect that as a result of the occurrence on or after _________, ____ of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an unsubstantial risk that the Trust is or, within
90 days after such date, will be considered an "investment company" which is
required to be registered under the Investment Company Act of 1940.

                "Trust Special Event" means the occurrence of a Trust Investment
Company Event or a Trust Tax Event.

                "Trust Tax Event" means the receipt by the Property Trustee of
the Trust, on behalf of the Trust, of an opinion of counsel, rendered by a law
firm having a national tax and securities practice (which opinion of counsel
shall not have been rescinded by such law firm) to the effect that there has
been (a) an amendment to, change or announced proposed change in the laws (or
any regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, (b) a judicial decision interpreting
applying or clarifying such laws or regulations, (c) an administrative
pronouncement or action that represents an official position (including a
clarification of an official position) of the governmental authority or
regulatory body making such administrative pronouncement or taking such action,
or (d) a


<PAGE>   83


threatened challenge asserted in connection with an audit of the Company or any
of its subsidiaries, or the Trust, or a threatened challenge asserted in writing
against any other taxpayer that has raised capital through the issuance of
securities that are substantially similar to the Debentures or the Trust
Preferred Securities, which amendment or change is adopted or which decision,
pronouncement or proposed change is announced or which action, clarification or
challenge occurs on or after ________, ____ and that there is more than an
insubstantial risk that (a) the Trust is or, within 90 days after such date,
will be subject to United States federal income tax with respect to income
accrued or received on the Debentures, (b) the Trust is or, within 90 days after
such date, will be subject to more than a de minimis amount of other taxes,
duties, assessments or other governmental charges or (c) interest payable by the
Company on the Debentures is not or, within 90 days after such date, will not be
deductible for United States federal income taxes.

                The Holder of this Debenture has the right, exercisable at any
time through the close of business (New York time) on the Business Day
immediately preceding the maturity of the Debentures (or, in the case of this
Debenture being called for redemption, prior to the close of business on the
Business Day prior to the corresponding redemption date), to convert the
principal amount thereof (or any portion thereof that is an integral multiple of
$__) into shares of Common Stock at the initial conversion rate of ______ shares
of Common Stock (for each $__ in aggregate principal amount of the Debenture
(equivalent to a Conversion Price of $_____ per share of Common Stock, subject
to adjustment under certain circumstances. To convert this Debenture, the Holder
hereof must (a) complete and sign a notice of conversion substantially in the
form attached hereto, (b) surrender this Debenture to a Conversion Agent, (c)
furnish appropriate endorsements or transfer documents if required by the
Conversion Agent and (d) pay any transfer or similar tax, if required.

                If an Event of Default with respect to the Debentures shall
occur and be continuing, the principal of the Debentures may be declared due and
payable in the manner, with the effect and subject to the conditions provided in
the Indenture.

                The Indenture contains provisions that relieve the Company from
the obligation to comply with certain restrictive covenants of the Indenture and
for satisfaction and discharge at any time of the entire indebtedness of this
Debenture upon compliance by the Company with certain conditions set forth in
the Indenture.

                The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Debentures at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Outstanding Debentures (voting as
one class). The Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the Outstanding Debentures (voting as
one class), on behalf of the Holders of all Debentures, to waive compliance by
the Company with certain provisions of the Indenture. The Indenture permits,
with certain exceptions as therein provided, the Holders of a majority in
principal amount of the Debentures then Outstanding to waive defaults under the
Indenture with respect to the Debentures and their consequences. Any such


<PAGE>   84

consent or waiver by the Holder of this Debenture shall be conclusive and
binding upon such Holder and upon all future Holders of this Debenture and of
any Debenture issued upon the registration of transfer thereof or in exchange
therefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Debenture.

                No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Debenture at the times, place and rate,
and in the coin or currency, herein prescribed.

                As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Debenture is registerable in the
Security Register, upon surrender of this Debenture for registration of transfer
at the office or agency of the Company in New York, New York, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Debentures,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees. No service charge shall be
made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.

                Prior to due presentment of this Debenture for registration of
transfer, the Company, the Trustee and any of their respective agents may treat
the Person in whose name this Debenture is registered as the owner hereof for
all purposes, whether or not this Debenture shall be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

                The Debentures are issuable only in registered form without
coupons in denominations of $__ and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations therein set forth,
Debentures are exchangeable for a like aggregate principal amount of Debentures
of a different authorized denomination, as requested by the Holder surrendering
the same.

                The Company and, by its acceptance of this Debenture or a
beneficial interest herein, the Holder of, and any Person that acquires a
beneficial interest in, this Debenture agree that for United States federal,
state and local tax purposes it is intended that this Debenture constitutes
indebtedness.

                No recourse under or upon any obligation, covenant or agreement
of or contained in the Indenture or of or contained in any of the Debentures, or
for any claim based thereon or otherwise in respect thereof, or in any
Debenture, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer, employee or
director, as such, past, present or future, of the Company or of any successor
Person, either directly or through the Company or any successor Person, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment, penalty or

<PAGE>   85


otherwise; it being expressly understood by each Holder that all such liability
is hereby expressly waived and released by the acceptance hereof and as a
condition of, and as part of the consideration for, the issuance of the
Debentures and the execution of the Indenture.

                THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.


                                 ASSIGNMENT FORM


                To assign this Debenture or the capital stock issuable upon
conversion of this Debenture in the event the Notice of Conversion is given,
fill in the form below:

                (I) or (we) assign or transfer this Debenture or such capital
stock (as the case may be) to

                (Insert assignee's social security or tax identification number)

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ___________________ agent to transfer this Debenture or
such capital stock on the books of the Company. The agent may substitute another
to act for him.

Your
Signature:____________________________________________________________________
        (Sign exactly as your name appears on the other side of this Debenture)

Date:__________________________



<PAGE>   86


                                   SIGNATURES


Signature Guarantee: *  ____________________________________________


----------------------
*               Signature must be guaranteed by an institution which is a member
                of one of the following recognized Signature Guaranty Programs:
                (i) The Securities Transfer Agent Medallion Program (STAMP);
                (ii) The New York Stock Exchange Medallion Program (MSP); (iii)
                The Stock Exchange Medallion Program (SEMP); or (iv) in such
                other guarantee programs acceptable to the Trustee.







<PAGE>   87

                          FORM OF NOTICE OF CONVERSION

                To:    American Classic Voyages Co.
                    The Bank of New York, as Conversion Agent

                The undersigned owner of this Debenture hereby irrevocably
exercises the option to convert this Debenture, or the portion designated, and
directs that the shares issuable and deliverable upon conversion, together with
any check in payment for fractional shares, be issued in the name of and
delivered to the undersigned, unless a different name has been indicated in the
assignment above. If shares are to be issued in the name of a person other than
the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto.

Date:_______________________
         in whole _________
         in part __________  Portions of Debenture to
                       be converted ($__ or integral multiples
                       thereof):
                       $
                        ---------------------------------------

                       Signature (for conversion only):

                       ----------------------------------------

                       ----------------------------------------

                       ----------------------------------------

                       ----------------------------------------

                       ----------------------------------------

                       Please Print or Typewrite Name and
                       Address, Including Zip Code, and
                       Social Security or Other Identifying
                       Number

                       ----------------------------------------

                       ----------------------------------------

Signature Guarantee: *
                       ----------------------------------

----------------
*               Signature must be guaranteed by an institution which is a member
                of one of the following recognized Signature Guaranty Programs:
                (i) The Securities Transfer Agent Medallion Program (STAMP);
                (ii) The New York Stock Exchange Medallion Program (MSP); (iii)
                The Stock Exchange Medallion Program (SEMP); or (iv) in such
                other guarantee programs acceptable to the Trustee.






<PAGE>   88


                                    SCHEDULE

         The notations on the following table evidence decreases in the
principal sum of this Debenture resulting from conversions or increases
resulting from the exercise of the Over-Allotment Option. As used herein, the
term "Over-Allotment Option" means that certain option to purchase up to _______
additional Trust Preferred Securities granted by the Trust to the Underwriters
pursuant to the Underwriting Agreement, dated ________, ____, among the Company,
the Trust and the Underwriters (as defined in the Indenture).



                                 Principal Sum
Decrease of Increase in     remaining after Decrease          Notation Made by
     Principal Sum                 or Increase                Security Registrar