<PAGE>   1
                                                                 EXHIBIT 10.1







                     TRUST CONVERTIBLE PREFERRED SECURITIES
                               GUARANTEE AGREEMENT


                              AMCV CAPITAL TRUST I


                          DATED AS OF FEBRUARY 22, 2000













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                                Table of Contents
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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..............................................................6

         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............................................7

         SECTION 2.6  Guarantee Events of Default; Waiver.........................................................7

         SECTION 2.7  Guarantee Event of Default; Notice..........................................................7

         SECTION 2.8  Conflicting Interests.......................................................................8

ARTICLE III  POWERS, DUTIES AND RIGHTS OF TRUST PREFERRED

      GUARANTEE TRUSTEE...........................................................................................8

         SECTION 3.1  Powers and Duties of the Trust Preferred Guarantee Trustee..................................8

         SECTION 3.2  Certain Rights of Trust Preferred Guarantee Trustee........................................10

         SECTION 3.3  Not Responsible for Recitals or Issuance of Trust Preferred Securities Guarantee...........12

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..................13

ARTICLE V  GUARANTEE.............................................................................................14

         SECTION 5.1  Guarantee..................................................................................14

         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.......................................................................16

         SECTION 5.6  Subrogation................................................................................16

         SECTION 5.7  Independent Obligations....................................................................16
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                                Table of Contents
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                                  (continued)

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ARTICLE VI  LIMITATION OF TRANSACTIONS; RANKING..................................................................17

         SECTION 6.1  Limitation of Transactions.................................................................17

         SECTION 6.2  Ranking....................................................................................17

ARTICLE VII  TERMINATION.........................................................................................18

         SECTION 7.1  Termination................................................................................18

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.................................................................................19

         SECTION 9.1  Exculpation................................................................................19

         SECTION 9.2  Fees, Expenses and Indemnification.........................................................20

ARTICLE X  MISCELLANEOUS.........................................................................................20

         SECTION 10.1  Successors and Assigns....................................................................20

         SECTION 10.2  Amendments................................................................................21

         SECTION 10.3  Consolidations and Mergers................................................................21

         SECTION 10.4  Notices...................................................................................21

         SECTION 10.5  Benefit...................................................................................22

         SECTION 10.6  Governing Law.............................................................................22
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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 February 22,
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").

                                    RECITALS:

                  WHEREAS, pursuant to an Amended and Restated Declaration of
Trust (the "Declaration"), dated as of February 22, 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 2,000,000 Trust Convertible
Preferred Securities, having an aggregate Liquidation Amount of $100,000,000,
designated the 7% Trust Convertible Preferred Securities, which amounts exclude
300,000 Trust Convertible Preferred Securities having an aggregate Liquidation
Amount of $15,000,000 that are subject to purchase pursuant to an underwriters'
over-allotment option (all 7% 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


<PAGE>   5


Guarantor, the Guarantor executes and delivers this Trust Preferred Securities
Guarantee for the benefit of the Holders.

                                   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.



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                  "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 101 Barclay
Street, Floor 21 West, New York, New York 10286.

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

                  "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


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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:

                  (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, when used with respect to the
Trust Preferred Guarantee Trustee, any officer within the corporate trust
department of the Trust Preferred Guarantee Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trust Preferred Guarantee Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such Person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Trust Preferred Securities Guarantee.

                  "Subordinated Indenture" means the Subordinated Indenture,
dated as of February 22, 2000, between the Company and The Bank of New York, as
trustee, as further amended or supplemented from time to time.




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                  "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.

                  "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 February 15, 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.



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<PAGE>   9


                  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 May 15 and November 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.

                  SECTION 2.3 Reports by the Trust Preferred Guarantee Trustee

                  The Trust Preferred Guarantee Trustee shall transmit to
Holders such reports concerning the Trust Preferred Guarantee Trustee and its
actions under this Trust Preferred Securities Guarantee 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 April 15 in each
calendar year with respect to the 12-month period ending on the previous
February 15, commencing February 15, 2001.

                  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.




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                  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 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.



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                  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



                                       9
<PAGE>   13


         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 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 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.

                           (ii) Any request, direction, order or demand of the
         Guarantor mentioned herein 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.

                           (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 shall be full and complete



                                       10
<PAGE>   14


         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in reliance thereon.

                           (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 offered to the
         Trust Preferred Guarantee Trustee security or indemnity satisfactory to
         the Trust Preferred Guarantee Trustee, against the costs, expenses and
         liabilities that might be incurred by it in complying with such request
         or direction; 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 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) The Trust Preferred Guarantee Trustee shall not
         be liable for any action taken, suffered, or omitted to be taken by it
         in good faith 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.

                           (x) The Trustee shall not be deemed to have notice of
         any Guarantee Event of Default unless a Responsible Officer of the
         Trust Preferred Guarantee Trustee has actual knowledge thereof or
         unless written notice of any event which is in fact such a default is
         received by the Trust Preferred Guarantee Trustee at the Corporate
         Trust Office of the Trust Preferred Guarantee Trustee, and such notice
         references the Trust Preferred Securities Guarantee.

                           (xi) The rights, privileges, protections, immunities
         and benefits given to the Trust Preferred Guarantee Trustee, including,
         without limitation, its right to be indemnified, and are extended to,
         and shall be enforceable by, the Trust Preferred Guarantee Trustee in
         each of its capacities hereunder, and to each agent, custodian and
         other Person employed to act hereunder.



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<PAGE>   15

                  (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.




                                       12
<PAGE>   16

                  (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 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 at the
expense of the Guarantor 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.


                                       13
<PAGE>   17

                  (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.



                                   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.



                                       14
<PAGE>   18


                  (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.

                  (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.


                                       15
<PAGE>   19

                  (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.

                  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.



                                       16
<PAGE>   20


                                   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, or
redeem, purchase or acquire, or make a liquidation payment with respect to any
of its capital stock (except for (w) purchases of Common Stock related to the
issuance of Common Stock under any of its benefit plans for its directors,
officers or employees, (y) as a result of a reclassification of its capital
stock or the exchange or conversion of one series or class of its capital stock
for another series or class of its capital stock, (y) the purchase of fractional
interests in shares of its capital stock pursuant to the conversion or exchange
provisions of the 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 its capital stock pursuant to these rights; (ii) make
any payment of interest, principal or premium, if any, on or repay, repurchase
or redeem any debt securities of the Guarantor which rank junior to or pari
passu with the Subordinated Debt Securities, other than any redemption,
liquidation, interest, principal or guarantee payment by the Guarantor where the
payment is made by way of securities (including its capital stock) that rank
junior to or pari passu with the Securities on which such redemption, interest,
principal or guarantee payment is being made; and (iii) make any guarantee
payments regarding the foregoing, other than pursuant to the Trust Preferred
Securities Guarantee or the Trust Common Securities Guarantee.

                  SECTION 6.2 Ranking

                  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



                                       17
<PAGE>   21


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.


                                  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


                                       18
<PAGE>   22


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 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



                                       19
<PAGE>   23


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, such compensation as shall be agreed in writing
between the Guarantor and the Trust Preferred Guarantee Trustee 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 willful misconduct. 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 willful misconduct 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, whether asserted by the Guarantor, a Holder of Trust
Preferred Securities or any other Person, 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

                  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.



                                       20
<PAGE>   24


                  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:



                                       21
<PAGE>   25

                  (a) If given to the Trust Preferred Guarantee Trustee, at the
Trust Preferred Guarantee Trustee's Corporate Trust Office, Attention: Corporate
Trust Trustee Administration.

                  (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:  Jordan B. Allen

                  (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.





                                       22
<PAGE>   26

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

                                         AMERICAN CLASSIC VOYAGES CO.,
                                         as Guarantor


                                         By: /s/ Jordan B. Allen
                                             --------------------------------
                                         Name:   Jordan B. Allen
                                         Title:  Executive Vice President,
                                                 Secretary and General Counsel


                                         THE BANK OF NEW YORK,
                                         as Trust Preferred Guarantee Trustee


                                         By: /s/ Mary LaGumina
                                             ---------------------------
                                         Name:   Mary LaGumina
                                         Title:  Assistant Vice President










                                       23