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                                                                     EXHIBIT 4.6


                     TRUST CONVERTIBLE PREFERRED SECURITIES
                               GUARANTEE AGREEMENT


                              AMCV CAPITAL TRUST I


                          DATED AS OF __________, 2000







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                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I
   DEFINITIONS AND INTERPRETATION............................................  2
   SECTION 1.1  Definitions and Interpretation...............................  2

ARTICLE II
   TRUST INDENTURE ACT......................................................   5
   SECTION 2.1  Trust Indenture Act; Application............................   5
   SECTION 2.2  Lists of Holders of Securities..............................   5
   SECTION 2.3  Reports by the Trust Preferred Guarantee Trustee............   6
   SECTION 2.4  Periodic Reports to Trust Preferred Guarantee Trustee.......   6
   SECTION 2.5  Evidence of Compliance with Conditions Precedent............   6
   SECTION 2.6  Guarantee Events of Default; Waiver.........................   6
   SECTION 2.7  Guarantee Event of Default; Notice..........................   7
   SECTION 2.8  Conflicting Interests.......................................   7

ARTICLE III
   POWERS, DUTIES AND RIGHTS OF TRUST PREFERRED GUARANTEE TRUSTEE...........   7
   SECTION 3.1  Powers and Duties of the Trust Preferred Guarantee Trustee..   7
   SECTION 3.2  Certain Rights of Trust Preferred Guarantee Trustee.........   8
   SECTION 3.3  Not Responsible for Recitals or Issuance of Trust Preferred
                Securities Guarantee........................................  11

ARTICLE IV
   TRUST PREFERRED GUARANTEE TRUSTEE........................................  12
   SECTION 4.1  Trust Preferred Guarantee Trustee; Eligibility..............  12
   SECTION 4.2  Appointment, Removal and Resignation of Trust Preferred
                Guarantee Trustee...........................................  12

ARTICLE V
   GUARANTEE................................................................  13
   SECTION 5.1  Guarantee...................................................  13
   SECTION 5.2  Waiver of Notice and Demand.................................  14
   SECTION 5.3  Obligations Not Affected....................................  14
   SECTION 5.4  Rights of Holders...........................................  15
   SECTION 5.5  Guarantee of Payment........................................  15
   SECTION 5.6  Subrogation.................................................  15
   SECTION 5.7  Independent Obligations.....................................  16

ARTICLE VI
   LIMITATION OF TRANSACTIONS; RANKING......................................  16
   SECTION 6.1  Limitation of Transactions..................................  16
   SECTION 6.2  Ranking.....................................................  17

ARTICLE VII
   TERMINATION..............................................................  17
   SECTION 7.1  Termination.................................................  17


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ARTICLE VIII
   CERTAIN COVENANTS........................................................  18
   SECTION 8.1  Payment of Additional Sums..................................  18
   SECTION 8.2  Continued Ownership of Trust Common Securities, Etc.........  18

ARTICLE IX
   INDEMNIFICATION, ETC.....................................................  18
   SECTION 9.1  Exculpation.................................................  18
   SECTION 9.2  Fees, Expenses and Indemnification..........................  19

ARTICLE X
   MISCELLANEOUS............................................................  20
   SECTION 10.1 Successors and Assigns......................................  20
   SECTION 10.2 Amendments..................................................  20
   SECTION 10.3 Holding Company Formation, Consolidations and Mergers.......  20
   SECTION 10.4 Notices.....................................................  21
   SECTION 10.5 Benefit.....................................................  21
   SECTION 10.6 Governing Law...............................................  21



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                     TRUST CONVERTIBLE PREFERRED SECURITIES
                               GUARANTEE AGREEMENT

        This Trust Convertible Preferred Securities Guarantee Agreement (the
"Trust Preferred Securities Guarantee"), dated as of __________, 2000, is
executed and delivered by American Classic Voyages Co., a Delaware corporation
(the "Guarantor"), and The Bank of New York, a New York banking corporation, as
trustee (the "Trust Preferred Guarantee Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Trust Preferred Securities
(as defined herein) of AMCV Capital Trust I, a Delaware statutory business trust
(the "Issuer").

                                R E C I T A L S:

        WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of __________, 2000, among the trustees of the Issuer
named therein, American Classic Voyages Co., as sponsor, and the holders from
time to time of undivided beneficial interests in the assets of the Issuer, the
Issuer is issuing on the date hereof ____ Trust Convertible Preferred
Securities, having an aggregate Liquidation Amount of $_____, designated the
_____% Trust Convertible Preferred Securities, which amounts exclude _____
_____% Trust Convertible Preferred Securities having an aggregate Liquidation
Amount of $_____ that are subject to purchase pursuant to an underwriters'
over-allotment option (all _____% Trust Convertible Preferred Securities issued
by the Issuer, including any issued in connection with such over-allotment
option, are referred to herein collectively as the "Trust Preferred
Securities"); and

        WHEREAS, as an incentive for the Holders to purchase the Trust Preferred
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Trust Preferred Securities Guarantee, to pay to the
Holders of the Trust Preferred Securities the Guarantee Payments (as defined
herein) and to make certain other payments on the terms and conditions set forth
herein; and

        WHEREAS, the Guarantor is also executing and delivering a guarantee
agreement (the "Trust Common Securities Guarantee"), with substantially
identical terms to this Trust Preferred Securities Guarantee for the benefit of
the holders of the Trust Common Securities (as defined herein), except that if
the Guarantor is in default on any of its obligations under the Trust Preferred
Securities Guarantee or the Subordinated Indenture (as defined herein), the
rights of holders of the Trust Common Securities to receive "Guarantee Payments"
(as such term is defined in the Trust Common Securities Guarantee) under the
Trust Common Securities Guarantee are subordinated, to the extent and in the
manner set forth in the Trust Common Securities Guarantee, to the rights of
Holders of Trust Preferred Securities to receive Guarantee Payments under this
Trust Preferred Securities Guarantee;

        NOW, THEREFORE, in consideration of the purchase by each Holder of Trust
Preferred Securities, which purchase the Guarantor hereby acknowledges shall
benefit the Guarantor, the Guarantor executes and delivers this Trust Preferred
Securities Guarantee for the benefit of the Holders.


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                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

        SECTION 1.1 Definitions and Interpretation

        In this Trust Preferred Securities Guarantee, unless the context
otherwise requires:

        (a) Capitalized terms used in this Trust Preferred Securities Guarantee
but not defined in the preamble above have the respective meanings assigned to
them in this Section 1.1;

        (b) Capitalized terms used in this Trust Preferred Securities Guarantee
but not otherwise defined herein shall have the meanings assigned to them in the
Declaration or the Subordinated Indenture, as the case may be;

        (c) A term defined anywhere in this Trust Preferred Securities Guarantee
has the same meaning throughout;

        (d) All references to "the Trust Preferred Securities Guarantee" or
"this Trust Preferred Securities Guarantee" are to this Trust Preferred
Securities Guarantee as modified, supplemented or amended from time to time;

        (e) All references to this Trust Preferred Securities Guarantee to
Articles and Sections are to Articles and Sections of this Trust Preferred
Securities Guarantee, unless otherwise specified;

        (f) A term defined in the Trust Indenture Act has the same meaning when
used in this Trust Preferred Securities Guarantee, unless otherwise defined in
this Trust Preferred Securities Guarantee or unless the context otherwise
requires; and

        (g) A reference to the singular includes the plural and vice versa.

        "Affiliate" has the same meaning as given to that term in Rule 405 under
the Securities Act of 1933, as amended, or any successor rule thereunder;
provided, however, that an Affiliate of the Guarantor shall not be deemed to
include the Issuer.

        "Business Day" means 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.

        "Corporate Trust Office" means the principal corporate trust office of
the Trust Preferred Guarantee Trustee in the Borough of Manhattan, the City of
New York, which office at the date hereof is located at __________.

        "Covered Person" means any Holder or beneficial owner of Trust Preferred
Securities.


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        "Guarantee Event of Default" means a default by the Guarantor on any of
its payment or other obligations under this Trust Preferred Securities
Guarantee.

        "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Trust Preferred Securities, to the
extent not paid or made by the Issuer: (i) any accumulated and unpaid
Distributions (as defined in the Declaration) that are required to be paid on
such Trust Preferred Securities, to the extent the Issuer has funds legally
available therefor at such time, (ii) the redemption price, including all
accumulated and unpaid Distributions to the date of redemption (the "Redemption
Price"), to the extent the Issuer has funds legally available therefor at such
time, with respect to any Trust Preferred Securities called for redemption by
the Issuer, and (iii) upon a voluntary or involuntary termination, dissolution,
winding up or liquidation of the Issuer (other than in connection with the
distribution of Subordinated Debentures to the Holders in exchange for Trust
Preferred Securities as provided in the Declaration or the conversion or
redemption of all of the Trust Preferred Securities), the lesser of (a) the
aggregate of the Liquidation Amount and all accumulated and unpaid Distributions
on the Trust Preferred Securities to the date of payment, to the extent the
Issuer has funds legally available therefor, and (b) the amount of assets of the
Issuer, after satisfaction of all liabilities, remaining available for
distribution to Holders in liquidation of the Issuer (in either case, the
"Liquidation Distribution").

        "Holder" shall mean any holder, as registered on the books and records
of the Issuer of any Trust Preferred Securities; provided, however, that, in
determining whether holders of the requisite percentage of Trust Preferred
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not apply to Trust Preferred Securities beneficially owned by the
Guarantor or any Affiliate of the Guarantor.

        "Indemnified Person" means the Trust Preferred Guarantee Trustee, any
Affiliate of the Trust Preferred Guarantee Trustee, or any officers, directors,
shareholders, members, partners, employees, representatives, nominees,
custodians or agents of the Trust Preferred Guarantee Trustee.

        "Liquidation Amount" has the meaning assigned to such term in the
Declaration.

        "Majority in Liquidation Amount of the Trust Preferred Securities"
means, except as provided by the Trust Indenture Act, a vote by Holder(s) of
Trust Preferred Securities, voting separately as a class, of more than 50% of
the aggregate Liquidation Amount of all Trust Preferred Securities.

        "Officers' Certificate" means, with respect to any Person (who is not an
individual), a certificate signed by the Chairman of the Board, the President, a
Vice President or the Treasurer, and by an Assistant Treasurer, the Secretary or
an Assistant Secretary of such Person. Any Officers' Certificate delivered with
respect to compliance with a condition or covenant provided for in this Trust
Preferred Securities Guarantee (other than pursuant to Section 314(a)(4) of the
Trust Indenture Act) shall include:



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        (a) A statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definition relating thereto;

        (b) A brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;

        (c) A statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
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 officer, such
condition or covenant has been complied with.

        "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

        "Responsible Officer" means, with respect to the Trust Preferred
Guarantee Trustee, the chairman or vice-chairman of the board of directors, the
chairman or vice-chairman of the executive committee of the board of directors,
the president, any vice president (whether or not designated by a number or a
word or words added before or after the title "vice president"), the secretary,
any assistant secretary the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any senior trust officer, any trust officer or assistant
trust officer, or any other officer of the Trust Preferred Guarantee Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

        "Subordinated Indenture" means the Subordinated Indenture, dated as of
__________, between the Company and The Bank of New York, as trustee, as further
amended or supplemented from time to time.

        "Successor Trust Preferred Guarantee Trustee" means a successor Trust
Preferred Guarantee Trustee possessing the qualifications to act as Trust
Preferred Guarantee Trustee under Section 4.1.

        "Trust Common Securities" means the common securities representing
subordinated undivided beneficial interests in the assets of the Issuer in
accordance with the Declaration that are issued by the Issuer on the Closing
Date or Option Closing Date (as such terms are defined in the Underwriting
Agreement). All Trust Common Securities issued by the Trust are deemed to have
been issued as of the Closing Date.

        "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.



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        "Trust Preferred Guarantee Trustee" means The Bank of New York, a New
York banking corporation, until a Successor Trust Preferred Guarantee Trustee
has been appointed and has accepted such appointment pursuant to the terms of
this Trust Preferred Securities Guarantee and thereafter means each such
Successor Trust Preferred Guarantee Trustee.

        "Trust Preferred Securities" has the meaning assigned to such term in
the preamble of this Agreement. All Trust Preferred Securities issued by the
Trust are deemed to have been issued as of the Closing Date.

        "Trust Securities" means the Trust Common Securities together with the
Trust Preferred Securities.

        "Underwriting Agreement" means that certain Underwriting Agreement,
dated as of __________, 2000 among the Sponsor, the Issuer and the several
underwriters named therein.

                                   ARTICLE II
                               TRUST INDENTURE ACT

        SECTION 2.1 Trust Indenture Act; Application

        (a) This Trust Preferred Securities Guarantee is subject to the
provisions of the Trust Indenture Act that are required to be part of this Trust
Preferred Securities Guarantee and shall, to the extent applicable, be governed
by such provisions; and

        (b) If and to the extent that any provision of this Trust Preferred
Securities Guarantee limits, qualifies or conflicts with the duties imposed by
Section 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

        SECTION 2.2 Lists of Holders of Securities

        (a) The Trust Preferred Guarantee Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders of Trust Preferred Securities. If the Trust
Preferred Guarantee Trustee is not the Registrar under the Declaration, the
Guarantor shall furnish to the Trust Preferred Guarantee Trustee semi-annually
on or before June 15 and December 15 in each year, and at such other times as
the Trust Preferred Guarantee Trustee may request in writing, a list, in such
form and as of such date as the Trust Preferred Guarantee Trustee may require,
containing all the information in the possession or control of the Registrar
under the Declaration, the Guarantor or any of its Paying Agents other than the
Trust Preferred Guarantee Trustee as to the names and addresses of Holders of
Trust Preferred Securities.

        (b) The Trust Preferred Guarantee Trustee shall comply with its
obligations under Sections 311(a), 311(b) and Section 312(b) of the Trust
Indenture Act.


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        SECTION 2.3 Reports by the Trust Preferred Guarantee Trustee

        Within 60 days after May 15 of each calendar year, the Trust Preferred
Guarantee Trustee shall provide to the Holders of the Trust Preferred Securities
such reports as are required by Section 313(a) of the Trust Indenture Act, if
any, in the form and in the manner provided by Section 313 of the Trust
Indenture Act. The Trust Preferred Guarantee Trustee shall also comply with the
other requirements of Section 313 of the Trust Indenture Act.

        SECTION 2.4 Periodic Reports to Trust Preferred Guarantee Trustee

        The Guarantor shall provide to the Trust Preferred Guarantee Trustee
such documents, reports and information as required by Section 314 (if any) and
the compliance certificate required by Section 314 of the Trust Indenture Act in
the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act, provided that such compliance certificate shall be delivered on
or before 120 days after the end of each fiscal year of the Guarantor.

        SECTION 2.5 Evidence of Compliance with Conditions Precedent

        The Guarantor shall provide to the Trust Preferred Guarantee Trustee
such evidence of compliance with the conditions precedent, if any, provided for
in this Trust Preferred Securities Guarantee that relate to any of the matters
set forth in Section 314(c) of the Trust Indenture Act. Any certificate or
opinion required to be given by an officer pursuant to Section 314(c)(1) may be
given in the form of an Officers' Certificate.

        SECTION 2.6 Guarantee Events of Default; Waiver

        The Holders of a Majority in Liquidation Amount of Trust Preferred
Securities may, by vote, on behalf of the Holders of all of the Trust Preferred
Securities, waive any past Guarantee Event of Default and its consequences. Upon
such waiver, any such Guarantee Event of Default shall cease to exist, and any
Guarantee Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Trust Preferred Securities Guarantee, but no such
waiver shall extend to any subsequent or other default or Guarantee Event of
Default or impair any right consequent thereon.

        SECTION 2.7 Guarantee Event of Default; Notice

        (a) The Trust Preferred Guarantee Trustee shall, within 90 days after
the occurrence of a Guarantee Event of Default, transmit by mail, first class
postage prepaid, to the Holders of the Trust Preferred Securities, notices of
all Guarantee Events of Default actually known to a Responsible Officer of the
Trust Preferred Guarantee Trustee charged with the administration of this Trust
Preferred Securities Guarantee, unless such defaults have been cured before the
giving of such notice, provided, that, except in the case of default in any
Guarantee Payment, the Trust Preferred Guarantee Trustee shall be protected in
withholding such notice if and so long as a Responsible Officer of the Trust
Preferred Guarantee Trustee in good faith


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determines that the withholding of such notice is in the interests of the
Holders of the Trust Preferred Securities.

        (b) The Trust Preferred Guarantee Trustee shall not be deemed to have
knowledge of any Guarantee Event of Default unless the Trust Preferred Guarantee
Trustee shall have received notice thereof from the Guarantor or a Holder, or a
Responsible Officer of the Trust Preferred Guarantee Trustee charged with the
administration of the Declaration shall have obtained actual knowledge, of such
Guarantee Event of Default.

        SECTION 2.8 Conflicting Interests

        The Declaration shall be deemed to be specifically described in this
Trust Preferred Securities Guarantee for the purposes of clause (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act.

                                   ARTICLE III
                          POWERS, DUTIES AND RIGHTS OF
                        TRUST PREFERRED GUARANTEE TRUSTEE

        SECTION 3.1 Powers and Duties of the Trust Preferred Guarantee Trustee

        (a) This Trust Preferred Securities Guarantee shall be held by the Trust
Preferred Guarantee Trustee for the benefit of the Holders of the Trust
Preferred Securities, and the Trust Preferred Guarantee Trustee shall not
transfer this Trust Preferred Securities Guarantee to any Person except a Holder
of Trust Preferred Securities exercising his or her rights pursuant to Section
5.4(b) or to a Successor Trust Preferred Guarantee Trustee on acceptance by such
Successor Trust Preferred Guarantee Trustee of its appointment to act as
Successor Trust Preferred Guarantee Trustee. The right, title and interest of
the Trust Preferred Guarantee Trustee shall automatically vest in any Successor
Trust Preferred Guarantee Trustee, and such vesting and succession of title
shall be effective whether or not conveyancing documents have been executed and
delivered pursuant to the appointment of such Successor Trust Preferred
Guarantee Trustee.

        (b) If a Guarantee Event of Default actually known to a Responsible
Officer of the Trust Preferred Guarantee Trustee charged with the administration
of this Trust Preferred Securities Guarantee has occurred and is continuing, the
Trust Preferred Guarantee Trustee shall enforce this Trust Preferred Securities
Guarantee for the benefit of the Holders of the Trust Preferred Securities.

        (c) The Trust Preferred Guarantee Trustee, before the occurrence of any
Guarantee Event of Default and after the curing or waiver of all Guarantee
Events of Default that may have occurred, shall undertake to perform only such
duties as are specifically set forth in this Trust Preferred Securities
Guarantee, and no implied covenants shall be read into this Trust Preferred
Securities Guarantee against the Trust Preferred Guarantee Trustee. In case a


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Guarantee Event of Default has occurred (that has not been cured or waived
pursuant to Section 2.6) and is actually known to a Responsible Officer of the
Trust Preferred Guarantee Trustee charged with the administration of this Trust
Preferred Securities Guarantee, the Trust Preferred Guarantee Trustee shall
exercise such of the rights and powers vested in it by this Trust Preferred
Securities Guarantee, and use the same degree of care and skill in its exercise
thereof, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

        (d) No provision of this Trust Preferred Securities Guarantee shall be
construed to relieve the Trust Preferred Guarantee Trustee from liability for
its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

            (i)  Prior to the occurrence of any Guarantee Event of Default and
        after the curing or waiving of all such Guarantee Events of Default that
        may have occurred:

                  (A) The duties and obligations of the Trust Preferred
            Guarantee Trustee shall be determined solely by the express
            provisions of this Trust Preferred Securities Guarantee, and the
            Trust Preferred Guarantee Trustee shall not be liable except for the
            performance of such duties and obligations as are specifically set
            forth in this Trust Preferred Securities Guarantee, and no implied
            covenants or obligations shall be read into this Trust Preferred
            Securities Guarantee against the Trust Preferred Guarantee Trustee;
            and

                  (B) In the absence of bad faith on the part of the Trust
            Preferred Guarantee Trustee, the Trust Preferred Guarantee Trustee
            may conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, upon any certificates
            or opinions furnished to the Trust Preferred Guarantee Trustee and
            conforming to the requirements of this Trust Preferred Securities
            Guarantee; but in the case of any such certificates or opinions that
            by any provision hereof are specifically required to be furnished to
            the Trust Preferred Guarantee Trustee, the Trust Preferred Guarantee
            Trustee shall be under a duty to examine the same to determine
            whether or not they conform to the requirements of this Trust
            Preferred Securities Guarantee;

            (ii)  The Trust Preferred Guarantee Trustee shall not be liable for
        any error of judgment made in good faith by a Responsible Officer of the
        Trust Preferred Guarantee Trustee, unless it shall be proved that the
        Trust Preferred Guarantee Trustee was negligent in ascertaining the
        pertinent facts upon which such judgment was made;

            (iii) The Trust Preferred Guarantee Trustee shall not be liable with
        respect to any action taken or omitted to be taken by it in good faith
        in accordance with the direction of the Holders of a Majority in
        Liquidation Amount of the Trust Preferred Securities relating to the
        time, method and place of conducting any proceeding for any remedy
        available to the Trust Preferred Guarantee Trustee, or exercising any
        trust or


<PAGE>   12

        power conferred upon the Trust Preferred Guarantee Trustee under this
        Trust Preferred Securities Guarantee; and

            (iv)  No provision of this Trust Preferred Securities Guarantee
        shall require the Trust Preferred Guarantee Trustee to expend or risk
        its own funds or otherwise incur personal financial liability in the
        performance of any of its duties or in the exercise of any of its rights
        or powers, if the Trust Preferred Guarantee Trustee shall have
        reasonable grounds for believing that the repayment of such funds or
        liability is not assured to it under the terms of this Trust Preferred
        Securities Guarantee or indemnity, reasonably satisfactory to the Trust
        Preferred Guarantee Trustee, against such risk or liability is not
        reasonably assured to it.

        SECTION 3.2 Certain Rights of Trust Preferred Guarantee Trustee

        (a) Subject to the provisions of Section 3.1:

            (i)   The Trust Preferred Guarantee Trustee may conclusively rely,
        and shall be fully 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 believed by it to be
        genuine and to have been signed, sent or presented by the proper party
        or parties.

            (ii)  Any direction or act of the Guarantor contemplated by this
        Trust Preferred Securities Guarantee shall be sufficiently evidenced by
        an Officers' Certificate.

            (iii) Whenever, in the administration of this Trust Preferred
        Securities Guarantee, the Trust Preferred Guarantee Trustee shall deem
        it desirable that a matter be proved or established before taking,
        suffering or omitting any action hereunder, the Trust Preferred
        Guarantee Trustee (unless other evidence is herein specifically
        prescribed) may, in the absence of bad faith on its part, request and
        conclusively rely upon an Officers' Certificate which, upon receipt of
        such request, shall be promptly delivered by the Guarantor.

            (iv)  The Trust Preferred Guarantee Trustee shall have no duty to
        see to any recording, filing or registration of any instrument (or any
        rerecording, refiling or reregistration thereof).

            (v)   The Trust Preferred Guarantee Trustee may consult with counsel
        of its selection, and the advice or opinion of such counsel with respect
        to legal matters 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 accordance with such advice or opinion. Such counsel
        may be counsel to the Guarantor or any of its Affiliates and may include
        any of its employees. The Trust Preferred Guarantee Trustee shall have
        the right at any time to seek instructions concerning the administration
        of this Trust Preferred Securities Guarantee from any court of competent
        jurisdiction.


<PAGE>   13

            (vi)   The Trust Preferred Guarantee Trustee shall be under no
        obligation to exercise any of the rights or powers vested in it by this
        Trust Preferred Securities Guarantee at the request or direction of any
        Holder, unless such Holder shall have provided to the Trust Preferred
        Guarantee Trustee such security and indemnity, reasonably satisfactory
        to the Trust Preferred Guarantee Trustee, against the costs, expenses
        (including attorneys' fees and expenses and the expenses of the Trust
        Preferred Guarantee Trustee's agents, nominees or custodians) and
        liabilities that might be incurred by it in complying with such request
        or direction, including such reasonable advances as may be requested by
        the Trust Preferred Guarantee Trustee; provided that, nothing contained
        in this Section 3.2(a)(vi) shall be taken to relieve the Trust Preferred
        Guarantee Trustee, upon the occurrence of a Guarantee Event of Default,
        of its obligation to exercise the rights and powers vested in it by this
        Trust Preferred Securities Guarantee.

            (vii)  The Trust Preferred Guarantee 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 Trust
        Preferred Guarantee Trustee, in its discretion, may make such further
        inquiry or investigation into such facts or matters as it may see fit.

            (viii) The Trust Preferred Guarantee Trustee may execute any of the
        trusts or powers hereunder or perform any duties hereunder either
        directly or by or through agents, nominees, custodians or attorneys, and
        the Trust Preferred Guarantee 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.

            (ix)   Any action taken by the Trust Preferred Guarantee Trustee or
        its agents hereunder shall bind the Holders of the Trust Preferred
        Securities, and the signature of the Trust Preferred Guarantee Trustee
        or its agents alone shall be sufficient and effective to perform any
        such action. No third party shall be required to inquire as to the
        authority of the Trust Preferred Guarantee Trustee to so act or as to
        its compliance with any of the terms and provisions of this Trust
        Preferred Securities Guarantee, both of which shall be conclusively
        evidenced by the Trust Preferred Guarantee Trustee or its agent taking
        such action.

            (x)    Whenever in the administration of this Trust Preferred
        Securities Guarantee the Trust Preferred Guarantee Trustee shall deem it
        desirable to receive instructions with respect to enforcing any remedy
        or right or taking any other action hereunder, the Trust Preferred
        Guarantee Trustee (i) may request instructions from the Holders of a
        Majority in Liquidation Amount of the Trust Preferred Securities, (ii)
        may refrain from enforcing such remedy or right or taking such other
        action until such instructions are received, and (iii) shall be fully
        protected in conclusively relying on or acting in accordance with such
        instructions.


<PAGE>   14

            (xi)   The Trust Preferred Guarantee Trustee shall not be liable for
        any action taken, suffered, or omitted to be taken by it in good faith,
        without negligence, and reasonably believed by it to be authorized or
        within the discretion or rights or powers conferred upon it by this
        Trust Preferred Securities Guarantee.

        (b) No provision of this Trust Preferred Securities Guarantee shall be
deemed to impose any duty or obligation on the Trust Preferred Guarantee Trustee
to perform any act or acts or exercise any right, power, duty or obligation
conferred or imposed on it in any jurisdiction in which it shall be illegal, or
in which the Trust Preferred Guarantee Trustee shall be unqualified or
incompetent in accordance with applicable law, to perform any such act or acts
or to exercise any such right, power, duty or obligation. No permissive power or
authority available to the Trust Preferred Guarantee Trustee shall be construed
to be a duty.

        SECTION 3.3 Not Responsible for Recitals or Issuance of Trust Preferred
Securities Guarantee

        The recitals contained in this Trust Preferred Securities Guarantee
shall be taken as the statements of the Guarantor, and the Trust Preferred
Guarantee Trustee does not assume any responsibility for their correctness. The
Trust Preferred Guarantee Trustee makes no representation as to the validity or
sufficiency of this Trust Preferred Securities Guarantee.

                                   ARTICLE IV
                        TRUST PREFERRED GUARANTEE TRUSTEE

        SECTION 4.1 Trust Preferred Guarantee Trustee; Eligibility

        (a) There shall at all times be a Trust Preferred Guarantee Trustee
which shall:

            (i)    Not be an Affiliate of the Guarantor; and

            (ii)   Be a corporation organized and doing business under the laws
            of the United States of America or any State or Territory thereof or
            of the District of Columbia, or a corporation or Person permitted by
            the Securities and Exchange Commission to act as an institutional
            trustee under the Trust Indenture Act, authorized under such laws to
            exercise corporate trust powers, having a combined capital and
            surplus of at least 50 million U.S. dollars ($50,000,000), and
            subject to supervision or examination by Federal, State, Territorial
            or District of Columbia authority. If such corporation publishes
            reports of condition at least annually, pursuant to law or to the
            requirements of the supervising or examining authority referred to
            above, then, for the purposes of this Section 4.1(a)(ii), the
            combined capital and surplus of such corporation shall be deemed to
            be its combined capital and surplus as set forth in its most recent
            report of condition so published.

        (b) If at any time the Trust Preferred Guarantee Trustee shall cease to
be eligible to so act under Section 4.1(a), the Trust Preferred Guarantee
Trustee shall immediately


<PAGE>   15

resign in the manner and with the effect set out in Section 4.2(c).

        (c) If the Trust Preferred Guarantee Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Trust Preferred Guarantee Trustee and Guarantor shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act, subject to the penultimate paragraph thereof.

        SECTION 4.2 Appointment, Removal and Resignation of Trust Preferred
Guarantee Trustee

        (a) Subject to Section 4.2(b), the Trust Preferred Guarantee Trustee may
be appointed or removed without cause at any time by the Guarantor except during
a Guarantee Event of Default. Upon the occurrence and during the continuance of
a Guarantee Event of Default, only the Holders of a Majority in Liquidation
Amount of the Trust Preferred Securities may appoint or remove the Trust
Preferred Guarantee Trustee.

        (b) The Trust Preferred Guarantee Trustee shall not be removed in
accordance with Section 4.2(a) until a Successor Trust Preferred Guarantee
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Trust Preferred Guarantee Trustee and
delivered to the Guarantor.

        (c) The Trust Preferred Guarantee Trustee shall hold office until a
Successor Trust Preferred Guarantee Trustee shall have been appointed or until
its removal or resignation. The Trust Preferred Guarantee Trustee may resign
from office (without need for prior or subsequent accounting) by an instrument
in writing executed by the Trust Preferred Guarantee Trustee and delivered to
the Guarantor, which resignation shall not take effect until a Successor Trust
Preferred Guarantee Trustee has been appointed and has accepted such appointment
by instrument in writing executed by such Successor Trust Preferred Guarantee
Trustee and delivered to the Guarantor and the resigning Trust Preferred
Guarantee Trustee.

        (d) If no Successor Trust Preferred Guarantee Trustee shall have been
appointed and accepted appointment as provided in this Section 4.2 within 60
days after delivery of an instrument of removal or resignation, the Trust
Preferred Guarantee Trustee resigning or being removed may petition any court of
competent jurisdiction for appointment of a Successor Trust Preferred Guarantee
Trustee. Such court may thereupon, after prescribing such notice, if any, as it
may deem proper, appoint a Successor Trust Preferred Guarantee Trustee.

        (e) No Trust Preferred Guarantee Trustee shall be liable for the acts or
omissions to act of any Successor Trust Preferred Guarantee Trustee.

        (f) Upon termination of this Trust Preferred Securities Guarantee or
removal or resignation of the Trust Preferred Guarantee Trustee pursuant to this
Section 4.2, the Guarantor shall pay to the Trust Preferred Guarantee Trustee
all amounts due to the Trust Preferred Guarantee Trustee accrued to the date of
such termination, removal or resignation.


<PAGE>   16

                                    ARTICLE V
                                    GUARANTEE

        SECTION 5.1 Guarantee

        The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by the Issuer), if, as and when due, regardless of any defense, right of
set-off or counterclaim that the Issuer may have or assert. The Guarantor's
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Guarantor to the Holders or by causing the Issuer to pay
such amounts to the Holders.

        SECTION 5.2 Waiver of Notice and Demand

        The Guarantor hereby waives notice of acceptance of this Trust Preferred
Securities Guarantee and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a proceeding first against
the Issuer or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

        SECTION 5.3 Obligations Not Affected

        The obligations, covenants, agreements and duties of the Guarantor under
this Trust Preferred Securities Guarantee shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

        (a) The release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Trust Preferred Securities to be
performed or observed by the Issuer.

        (b) The extension of time for the payment by the Issuer of all or any
portion of the Distributions, Redemption Price, Optional Redemption Price,
Liquidation Distribution or any other sums payable under the terms of the Trust
Preferred Securities or the extension of time for the performance of any other
obligation under, arising out of, or in connection with, the Trust Preferred
Securities.

        (c) Any failure, omission, delay or lack of diligence on the part of the
Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Trust Preferred
Securities, or any action on the part of the Issuer granting indulgence or
extension of any kind.


<PAGE>   17

        (d) The voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;

        (e) Any invalidity of, or defect or deficiency in, the Trust Preferred
Securities;

        (f) The settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or

        (g) Any other circumstances whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.

        There shall be no obligation of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.

        SECTION 5.4 Rights of Holders

        (a) The Holders of a Majority in Liquidation Amount of the Trust
Preferred Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trust Preferred
Guarantee Trustee in respect of this Trust Preferred Securities Guarantee or
exercising any trust or power conferred upon the Trust Preferred Guarantee
Trustee under this Trust Preferred Securities Guarantee, provided, that, subject
to Section 3.1, the Trust Preferred Guarantee Trustee shall have the right to
decline to follow any such direction if the Trust Preferred Guarantee Trustee,
being advised by counsel, determines that the action or proceeding so directed
may not lawfully be taken or if the Trust Preferred Guarantee Trustee in good
faith by its board or trustees, executive committee, or a trust committee of
directors or trustees, and/or Responsible Officers shall determine that the
action or proceeding so directed would involve the Trust Preferred Guarantee
Trustee in personal liability.

        (b) If the Trust Preferred Guarantee Trustee fails to enforce its rights
under the Trust Preferred Securities Guarantee after a Holder of Trust Preferred
Securities has made a written request, such Holder of Trust Preferred Securities
may institute a legal proceeding directly against the Guarantor to enforce the
Trust Preferred Guarantee Trustee's rights under this Trust Preferred Securities
Guarantee, without first instituting a legal proceeding against the Issuer, the
Trust Preferred Guarantee Trustee or any other person or entity. Notwithstanding
the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder
of Trust Preferred Securities may directly institute a proceeding in such
Holder's own name against the Guarantor for enforcement of the Trust Preferred
Securities Guarantee for such payment. The Guarantor waives any right or remedy
to require that any action be brought first against the Issuer or any other
person or entity before proceeding directly against the Guarantor.


<PAGE>   18

        SECTION 5.5 Guarantee of Payment

        This Trust Preferred Securities Guarantee creates a guarantee of payment
and not of collection.

        SECTION 5.6 Subrogation

        The Guarantor shall be subrogated to all (if any) rights of the Holders
of Trust Preferred Securities against the Issuer in respect of any amounts paid
to such Holders by the Guarantor under this Trust Preferred Securities
Guarantee; provided, however, that the Guarantor shall not (except to the extent
required by mandatory provisions of law) be entitled to enforce or exercise any
right that it may acquire by way of subrogation or any indemnity, reimbursement
or other agreement, in all cases as a result of payment under this Trust
Preferred Securities Guarantee, if, at the time of any such payment, any amounts
are due and unpaid under this Trust Preferred Securities Guarantee. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders.

        SECTION 5.7 Independent Obligations

        The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Trust Preferred
Securities, and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Trust
Preferred Securities Guarantee notwithstanding the occurrence of any event
referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof.

                                   ARTICLE VI
                       LIMITATION OF TRANSACTIONS; RANKING

        SECTION 6.1 Limitation of Transactions

        So long as any Trust Preferred Securities remain outstanding, if (a) for
any distribution period, full distributions on a cumulative basis on any Trust
Preferred Securities have not been paid or declared and set apart for payment,
(b) an Event of Default (as defined in the Subordinated Indenture) has occurred
and is continuing or there shall have occurred and be continuing any event of
which the Guarantor has actual knowledge that, with the giving of notice or
lapse of time, or both, would constitute an Event of Default with respect to the
Subordinated Debentures, (c) the Guarantor is in default of its obligations
under this Trust Preferred Securities Guarantee or the Trust Common Securities
Guarantee, or (d) the Guarantor shall have given notice of its selection of an
Extension Period (as defined in the Subordinated Indenture) as provided in the
Subordinated Indenture with respect to the Subordinated Debentures and shall not
have rescinded such notice, or such Extension Period (or any extension thereof)
shall be continuing, then, during such period the Guarantor shall not (i)
declare or pay dividends on, make distributions with respect to, or redeem,
purchase or acquire, or make a liquidation payment with


<PAGE>   19

respect to any of its Capital Stock (except for (w) purchases of the Guarantor's
Common Stock related to the issuance of its Common Stock under any of the
Guarantor's benefit plans for its directors, officers or employees, (x) as a
result of a reclassification of the the Guarantor's Capital Stock or the
exchange or conversion of one series or class of the Guarantor's Capital Stock
for another series or class of the Guarantor's Capital Stock, (y) the purchase
of fractional interests in shares of the Guarantor'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 Guarantor
that rank pari passu with or junior to the Debentures (other than any
redemption, liquidation, interest, principal or guarantee payment by the
Guarantor where the payment is made by way of securities (including the
Guarantor'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) .

        SECTION 6.2 Ranking

        (a) This Trust Preferred Securities Guarantee will constitute an
unsecured obligation of the Guarantor and will rank (i) subordinate and junior
in right of payment to all other liabilities of the Guarantor (other than the
obligations of the Guarantor under the Trust Common Securities Guarantee, which
are subordinate and junior to this Trust Preferred Securities Guarantee to the
extent provided therein), (ii) pari passu with the most senior preferred or
preference stock now or hereafter issued by the Guarantor or any of its
Affiliates and (iii) senior to the Guarantor's common stock. Any similar
guarantee given hereafter by the Guarantor with respect to trust preferred
securities that is silent as to seniority will rank pari passu with this Trust
Preferred Securities Guarantee.

                                   ARTICLE VII
                                   TERMINATION

        SECTION 7.1 Termination

        This Trust Preferred Securities Guarantee shall terminate upon (i) full
payment of the Redemption Price of all Trust Preferred Securities, (ii) upon the
distribution of the Subordinated Debentures to the Holders of all of the Trust
Preferred Securities, (iii) upon the conversion of all Trust Preferred
Securities pursuant to the Declaration or (iv) upon full payment of the amounts
payable in accordance with the Declaration upon liquidation of the Issuer.
Notwithstanding the foregoing, this Trust Preferred Securities Guarantee will
continue to be effective or will be reinstated, as the case may be, if at any
time any Holder of Trust Preferred Securities must restore payment of any sums
paid under the Trust Preferred Securities or under this Trust Preferred
Securities Guarantee.


<PAGE>   20

                                  ARTICLE VIII
                                CERTAIN COVENANTS

        SECTION 8.1 Payment of Additional Sums

        Guarantor covenants and agrees that if and so long as (i) the Issuer is
the holder of all the Subordinated Debentures, (ii) a Trust Tax Event (as
defined in the Declaration) in respect of the Issuer has occurred and is
continuing and (iii) the Guarantor has elected, and has not revoked such
election, to pay Additional Sums (as defined in the Declaration) in respect of
the Trust Common Securities and Trust Preferred Securities, the Guarantor will
pay to the Issuer such Additional Sums.

        SECTION 8.2 Continued Ownership of Trust Common Securities, Etc.

        The Guarantor covenants and agrees (i) for so long as the Trust
Preferred Securities remain outstanding, (a) to maintain directly or indirectly
100% ownership of the Trust Common Securities, provided that certain successor
Persons in transactions which are permitted by Article VIII of the Subordinated
Indenture may succeed to the Guarantor's ownership of the Trust Common
Securities, (b) not to voluntarily terminate, wind-up or liquidate the Issuer,
except in connection with (I) a distribution of the Subordinated Debentures to
the holders of the Trust Securities in liquidation of the Issuer, (II) the
redemption of all Trust Securities or (III) certain mergers, consolidations or
amalgamations permitted by the Declaration, and (c) not to convert Subordinated
Debentures except pursuant to a notice of conversion delivered to the Conversion
Agent (as defined in the Declaration) by a Holder or by a holder of Trust Common
Securities, (ii) to use its reasonable commercial efforts, consistent with the
terms and provisions of the Declaration, to cause the Issuer to remain
classified as a grantor trust and not taxable as a corporation for United States
federal income tax purposes, (iii) to maintain the reservation for issuance of
the number of shares of Common Stock that would be required from time to time
upon the conversion of all the Subordinated Debentures then outstanding, (iv) to
deliver shares of Common Stock upon an election by a Holder to convert such
Trust Preferred Securities into or for Common Stock, and (v) to honor all
obligations relating to the conversion or exchange of the Trust Preferred
Securities into or for Common Stock or Subordinated Debentures.

                                   ARTICLE IX
                              INDEMNIFICATION, ETC.

        SECTION 9.1 Exculpation

        (a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Guarantor or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith in accordance with this Trust Preferred
Securities Guarantee and in a manner that such Indemnified Person reasonably
believed to be within the scope of the authority conferred on such Indemnified
Person by this Trust Preferred Securities Guarantee or by law, except that an


<PAGE>   21

Indemnified Person shall be liable for any such loss, damage or claim incurred
by reason of such Indemnified Person's gross negligence or willful misconduct
with respect to such acts or omissions.

        (b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Guarantor and upon such information, opinions,
reports or statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and if selected by such Indemnified Person,
has been selected by such Indemnified Person with reasonable care by or on
behalf of the Guarantor, including information, opinions, reports or statements
as to the value and amount of the assets, liabilities, profits, losses, or any
other facts pertinent to the existence and amount of assets from which
Distributions to Holders of Trust Preferred Securities might properly be paid.

        SECTION 9.2 Fees, Expenses and Indemnification

        The Guarantor covenants and agrees to pay to the Trust Preferred
Guarantee Trustee from time to time, and the Trust Preferred Guarantee Trustee
shall be entitled to, 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), and the Guarantor
will pay or reimburse the Trust Preferred Guarantee Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by the
Trust Preferred Guarantee Trustee in accordance with any of the provisions of
this Trust Preferred Securities Guarantee (including the reasonable compensation
and the expenses and disbursements of its counsel and all Persons not regularly
in its employ), except any such expense, disbursement or advance as may arise
from its negligence or bad faith. The Guarantor also agrees to indemnify each
Indemnified Person for, and to hold each Indemnified Person harmless against,
any and all loss, liability, damage, claim 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 (including reasonable legal fees and expenses) of defending
itself against, or investigating, any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The
obligations of the Guarantor under this Section 9.2 shall survive the
termination of this Trust Preferred Securities Guarantee or the earlier
resignation or removal of the Trust Preferred Guarantee Trustee.

                                    ARTICLE X
                                  MISCELLANEOUS

        SECTION 10.1 Successors and Assigns


<PAGE>   22

        All guarantees and agreements contained in this Trust Preferred
Securities Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the Holders
of the Trust Preferred Securities then outstanding.

        SECTION 10.2 Amendments

        Except with respect to any changes that do not materially adversely
affect the rights of Holders (in which case no consent of Holders will be
required), this Trust Preferred Securities Guarantee may only be amended with
the prior approval of the Holders of at least a Majority in Liquidation Amount
of the Trust Preferred Securities. The provisions of the Declaration with
respect to consents to amendments (whether at a meeting or otherwise) shall
apply to the giving of such approval.

        SECTION 10.3 Consolidations and Mergers

        Upon any consolidation of the Guarantor with, or merger of the Guarantor
into, any other Person or any sale, transfer or lease of the properties and
assets of the Guarantor as, or substantially as, an entirety by the Guarantor,
the successor Person formed by such consolidation or into which the Guarantor is
merged or to which such sale, transfer or lease is made shall execute and
deliver to the Trust Preferred Guarantee Trustee an instrument of assumption in
form satisfactory to the Trust Preferred Guarantee Trustee whereby such
successor expressly assumes the due and punctual performance and observance of
all of the covenants and conditions of this Trust Preferred Securities Guarantee
to be performed by the Guarantor and such successor Person shall thereupon
succeed to, and be substituted for, and may exercise every right and power of,
the Guarantor under this Trust Preferred Securities Guarantee with the same
effect as if such successor Person had been named originally as the Guarantor
herein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this Trust Preferred
Securities Guarantee. Notwithstanding the foregoing, the predecessor Person may
elect, at its option, not to be so relieved of such obligations and covenants,
provided that the predecessor Person and the successor Person shall agree in
writing to be co-obligors jointly and severally with respect to all such
obligations and covenants. Concurrently with the delivery to the Trust Preferred
Guarantee Trustee of such instrument of assumption, the Guarantor shall deliver
to the Trust Preferred Guarantee Trustee an Officers' Certificate and an Opinion
of Counsel, each stating that such consolidation, merger, transfer, sale or
lease and the transactions effected in connection therewith and the related
instrument of assumption comply with this Article and that all conditions
precedent herein provided relating to such transaction and assumption have been
complied with.

        SECTION 10.4 Notices

        All notices provided for in this Trust Preferred Securities Guarantee
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by first class mail, as follows:

        (a) If given to the Trust Preferred Guarantee Trustee, at the Trust
Preferred


<PAGE>   23

Guarantee Trustee's Corporate Trust Office, Attention: Corporate Trustee,
Administration Department.

        (b) If given to the Guarantor, at the Guarantor's mailing address set
forth below (or such other address as the Guarantor may give notice of to the
Holders of the Trust Preferred Securities and the Trust Preferred Guarantee
Trustee):

                          American Classic Voyages Co.
                          Two North Riverside Plaza
                          Chicago, Illinois 60606
                          Attention:

        (c) If given to any Holder of Trust Preferred Securities, at the address
set forth on the books and records of the Issuer.

        All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

        SECTION 10.5 Benefit

        This Trust Preferred Securities Guarantee is solely for the benefit of
the Holders of the Trust Preferred Securities and, subject to Section 3.1(a), is
not separately transferable from the Trust Preferred Securities.

        SECTION 10.6 Governing Law

        THIS TRUST PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.



<PAGE>   24


        THIS TRUST PREFERRED SECURITIES GUARANTEE is executed as of the day and
year first above written.

                                         AMERICAN CLASSIC VOYAGES CO.,
                                         as Guarantor


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


                                         THE BANK OF NEW YORK,
                                         as Trust Preferred Guarantee Trustee


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